AU-4 AU-4 Information Requirements and Processes
AU-4.1 AU-4.1 Licensing
Application Form and Documents
AU-4.1.1
Applicants for a
license must fill in the Application Form 1 (Application for a License) online, available on the CBB website under E-services/online Forms. The applicant must upload scanned copies of supporting documents listed in Rule AU-4.1.4, unless otherwise directed by the CBB.Amended: July 2019
Amended: April 2018
May 2011AU-4.1.2
Articles 44 to 47 of the CBB Law govern the licensing process. This prescribes a single stage process, with the CBB required to take a decision within 60 calendar days of an application being deemed complete (i.e. containing all required information and documents). See below, for further details on the licensing process and time-lines.
May 2011AU-4.1.3
References to applicant mean the proposed
licensee seeking authorisation. An applicant may appoint a representative — such as a law firm or professional consultancy — to prepare and submit the application. However, the applicant retains full responsibility for the accuracy and completeness of the application, and is required to certify the application form accordingly. The CBB also expects to be able to liaise directly with the applicant during the authorisation process, when seeking clarification of any issues.May 2011AU-4.1.4
Unless otherwise directed by the CBB, the following documents must be provided in support of a Form 1:
(a) A duly completed Form 2 (Application for Authorisation of Controller) for each controller of the proposed licensee;(b) A duly completed Form 3 (Application for Approved Person status), for each individual proposed to undertakecontrolled functions (as defined in Rule AU-1.2.2 ) in the proposedlicensee ;(c) A comprehensive business plan for the application, addressing the matters described in AU-4.1.6;(d) Where the applicant is an existing Bahraini company, a copy of the applicant's commercial registration certificate;(e) A certified copy of a Board resolution of the applicant, confirming its decision to seek a CBBadministration license ;(f) In the case of applicants that are part of a regulated group, a letter of non-objection to the proposed license application from the applicant'slead supervisor , together with confirmation that the group is in good regulatory standing and is in compliance with applicable supervisory requirements, including those relating to capital requirements;(g) In the case of applicants that are part of a group, copies of the audited financial statements of the applicant's group, for the three years immediately prior to the date of application;(h) In the case of applicants not falling under either (i) above, copies of the audited financial statements of the applicant's major shareholder (where they are a legal person), for the three years immediately prior to the date of application; and(i) A copy of the applicant's memorandum and articles of association (in draft form for applicants creating a new company) addressing the matters described in AU-5.1.8.May 2011AU-4.1.5
The CBB may require that an acceptably worded letter of guarantee be provided in support of the application for a license. Where the application for the license is for an incorporated entity, the CBB may seek a letter of guarantee from the major shareholder in control of the licensee.
May 2011AU-4.1.6
The business plan submitted in support of an application must include:
(a) An outline of the history of the applicant and its shareholders;(b) The reasons for applying for a license, including the applicant's strategy and market objectives;(c) The proposed type of activities to be carried on by the applicant in/from the Kingdom of Bahrain;(d) The proposed Board and senior management of the applicant and the proposed organisational structure of the applicant;(e) An independent assessment of the risks that may be faced by the applicant, together with the proposed systems and controls framework to be put in place for addressing those risks and to be used for the main business functions; and(f) An opening balance sheet for the applicant, together with a three-year financial projection, with all assumptions clearly outlined, demonstrating that the applicant will be able to meet applicable capital adequacy requirements.May 2011AU-4.1.7
The applicant's memorandum and articles of association must explicitly provide for it to undertake the activities proposed in the license application.
May 2011AU-4.1.8
All documentation provided to the CBB as part of an application for a license must be in either the Arabic or English languages. Any documentation in a language other than English or Arabic must be accompanied by a certified English or Arabic translation thereof.
May 2011AU-4.1.9
Before the final approval is granted to a licensee, confirmation from a retail bank addressed to the CBB that the
licensee's capital (injected funds) — as specified in the business plan submitted under Rule AU-4.1.4 — has been paid in, must be provided to the CBB.May 2011AU-4.1.10
Any material changes or proposed changes to the information provided to the CBB in support of an authorisation application that occurs prior to authorisation must be reported to the CBB.
May 2011Licensing Process and Timelines
AU-4.1.12
By law, the 60 day time limit referred to in Paragraph AU-4.1.2 only applies once the application is complete and all required information (which may include any clarifications requested by the CBB) and documents have been provided. This means that all the items specified in Rule AU-4.1.4 have to be provided, before the CBB may issue a license.
May 2011AU-4.1.13
The CBB recognises, however, that applicants may find it difficult to secure suitable senior management (refer AU-4.1.4(b) above) in the absence of preliminary assurances regarding the likelihood of obtaining a license.
May 2011AU-4.1.14
Therefore, applicants may first submit an unsigned Form 1 in draft, together with as many as possible of the items specified in Rule AU-4.1.4. This draft application should contain at least items AU-4.1.4(a); AU-4.1.4(b), with respect to proposed
Directors (but not necessarily senior management); AU-4.1.4(c); AU-4.1.4(d); and AU-4.1.4(g) to AU-4.1.4(i) inclusive.May 2011AU-4.1.15
On the basis of the information specified in Paragraph AU-4.1.14, the CBB may provide an initial 'in principle' confirmation that the applicant appears likely to meet the CBB's licensing requirements, subject to the remaining information and documents being assessed as satisfactory. The 'in principle' confirmation will also list all outstanding documents required before an application can be considered complete and subject to formal consideration.
May 2011AU-4.1.16
An 'in principle' confirmation does not constitute a license approval, nor does it commit the CBB to issuing a license. However, it provides sufficient assurance for an applicant to complete certain practical steps, such as securing suitable executive staff that satisfy CBB's 'fit and proper' requirements. Once this has been done, the applicant may finalise its application, by submitting the remaining documents required under Rule AU-4.1.1 and, once assessed as complete by the CBB, a signed and dated final version of Form 1. However, a Bahraini company proposing to undertake financial services activities would not be eligible to obtain a Commercial Registration from the Ministry of Industry and Commerce unless it receives the final approval from the CBB.
May 2011AU-4.1.17
Regardless of whether an applicant submits a draft application or not, all potential applicants are strongly encouraged to contact the CBB at an early stage to discuss their plans, for guidance on the CBB's license categories and associated requirements. The Licensing Directorate would normally expect to hold at least one pre-application meeting with an applicant, prior to receiving an application (either in draft or in final).
Amended: April 2018
May 2011AU-4.1.18
Potential applicants should initiate pre-application meetings in writing, setting out a short summary of their proposed business and any issues or questions that they may have already identified, once they have a clear business proposition in mind and have undertaken their preliminary research. The CBB can then guide the applicant on the specific areas in the Rulebook that will apply to them and the relevant requirements that they must address in their application.
May 2011AU-4.1.19
At no point should an applicant hold themselves out as having been licensed by the CBB, prior to receiving formal written notification of the fact in accordance with Rule AU-4.1.20 below. Failure to do so may constitute grounds for refusing an application and result in a contravention of Articles 40 and 41 of the CBB Law (which carries a maximum penalty of BD 1 million).
May 2011Granting or Refusal of License
AU-4.1.20
To be granted a license, an applicant should demonstrate compliance with the applicable requirements of the CBB Law and this Module. Should a license be granted, the CBB will notify the applicant in writing of the fact; the CBB will also publish its decision to grant a license in the Official Gazette and in two local newspapers (one published in Arabic, the other in English). The license may be subject to such terms and conditions as the CBB deems necessary for the additional conditions being met.
Amended: October 2019
May 2011AU-4.1.21
The CBB may refuse to grant a license if in its opinion:
(a) The requirements of the CBB Law or this Module are not met;(b) False or misleading information has been provided to the CBB, or information which should have been provided to the CBB has not been so provided; or(c) The CBB believes it necessary in order to safeguard the interests of potential customers.Amended: October 2019
May 2011AU-4.1.22
Where the CBB proposes to refuse an application for a license, it will give the applicant a written notice to that effect. Applicants will be given a minimum of 30 calendar days from the date of the written notice to appeal the decision, as per the appeal procedures specified in the notice; these procedures comply with the provisions contained in Article 46 of the CBB Law.
Amended: October 2019
May 2011Starting Operations
AU-4.1.23
Within 6 months of the license being issued, the new
licensee must provide to the CBB (if not previously submitted):(a) The registered office address and details of premises to be used to carry out the business of the proposedlicensee ;(b) The address in the Kingdom of Bahrain where full business records will be kept;(c) Thelicensee's contact details including telephone and fax number, e-mail address and website;(d) A copy of its business continuity plan;(e) A description of the IT system that will be used, including details of how IT systems and other records will be backed up;(f) A copy of the auditor's acceptance to act as auditor for the applicant;(g) A copy of the applicant's notarized memorandum and articles of association, addressing the matters described in Paragraph AU-4.1.7;(h) A copy of the Ministry of Industry and Commerce commercial registration certificate in Arabic and in English; and(i) An updated organisation chart showing the reporting lines, committees (if any) and including the names of the persons undertaking thecontrolled functions ;(j) A copy of the licensee's business card and any written communication (including stationery, website, e-mail, business documentation, etc.) including a statement that the administrator is licensed by the CBB; and(k) Any other information as may be specified by the CBB.May 2011AU-4.1.24
New licensees must start their operations within 6 months of being granted a license by the CBB, failing which the CBB may cancel the license, as per the powers and procedures set out in Article 48 of the CBB Law.
May 2011AU-4.1.25
The procedures for cancelling licenses are contained in Section AU-4.3.
May 2011AU-4.2 AU-4.2 Approved Persons
Prior Approval Requirements and Process
AU-4.2.1
Licensees must obtain CBB's prior written approval before a person is formally appointed to acontrolled function . The request for CBB approval must be made by submitting to the CBB a duly completed Form 3 (Application for Approved Person status) and Curriculum Vitae after verifying that all the information contained in the Form 3, including previous experience, is accurate. Form 3 is available under Volume 5 Part B Authorisation Forms of the CBB Rulebook.Amended: January 2016
Amended: July 2015
May 2011AU-4.2.2
When the request for
approved person status forms part of a license application, the Form 3 must be marked for the attention of the Director, Licensing Directorate. When the submission to undertake acontrolled function is in relation to an existinglicensee , the Form 3, except if dealing with a MLRO, must be marked for the attention of the Director, Financial Institutions Supervision Directorate. In the case of the MLRO, Form 3 should be marked for the attention of the Director, Compliance Directorate.Amended: April 2018
May 2011AU-4.2.3
When submitting the Forms 3,
licensees must ensure that the Form 3 is:(a) Submitted to the CBB with a covering letter signed by an authorised representative of theadministrator licensee , seeking approval for the proposedcontrolled function ;(b) Submitted in original form;(c) Submitted with a certified copy of the applicant's passport, original or certified copies of educational and professional qualification certificates (and translation if not in Arabic or English) and the Curriculum Vitae; and(d) Signed by an authorised representative of thelicensee and all pages stamped with thelicensee's seal.Amended: July 2015
May 2011AU-4.2.3A
Licensees seeking to appoint Board Directors must seek CBB approval for all the candidates to be put forward for election/approval at a shareholders' meeting, in advance of the agenda being issued to shareholders. CBB approval of the candidates does not in any way limit shareholders' rights to refuse those put forward for election/approval.Added: July 2015AU-4.2.4
For existing
licensees applying for the appointment of aDirector or theChief Executive /General Manager , the authorised representative should be the Chairman of the Board or aDirector signing on behalf of the Board. For all othercontrolled functions , the authorised representative should be theChief Executive /General Manager .Amended: July 2015
May 2011AU-4.2.5
[This Paragraph was deleted in July 2015.]
Deleted: July 2015AU-4.2.6
[This Paragraph was moved to Paragraph AU-4.2.3A in July 2015.]
Amended: July 2015
May 2011Assessment of Application
AU-4.2.6A
The CBB shall review and assess the application for
approved person status to ensure that it satisfies all the conditions required in Paragraph AU-3.1.3 and the criteria outlined in Paragraph AU-3.1.5.Amended: January 2016
Added: July 2015AU-4.2.6B
For purposes of Paragraph AU-4.2.6A,
licensees should give the CBB a reasonable amount of notice in order for an application to be reviewed. The CBB shall respond within 15 business days from the date of meeting all regulatory requirements, including but not limited to, receiving the application complete with all the required information and documents, as well as verifying references.Amended: January 2016
Added: July 2015AU-4.2.6C
The CBB reserves the right to refuse an application for approved person status if it does not satisfy the conditions provided for in Paragraph AU-3.1.3 and the criteria outlined in Paragraph AU-3.1.5. A notice of such refusal is issued by registered mail to the
licensee concerned, setting out the basis for the decision.Amended: January 2016
Added: July 2015AU-4.2.7
[This Paragraph was deleted in January 2016.]
Deleted: January 2016
Amended: July 2015
May 2011Appeal Process
AU-4.2.7A
Licensees or the nominatedapproved persons may, within 30 calendar days of the notification, appeal against the CBB's decision to refuse the application forapproved person status. The CBB shall decide on the appeal and notify thelicensee of its decision within 30 calendar days from submitting the appeal.Added: July 2015AU-4.2.7B
Where notification of the CBB's decision to grant a person
approved person status is not issued within 15 business days from the date of meeting all regulatory requirements, including but not limited to, receiving the application complete with all the required information and documents,licensees or the nominatedapproved persons may appeal to the concerned Executive Director, Financial Institutions Supervision of the CBB provided that the appeal is justified with supporting documents. The CBB shall decide on the appeal and notify thelicensee of its decision within 30 calendar days from the date of submitting the appeal.Amended: January 2016
Added: July 2015Notification Requirements and Process
AU-4.2.8
Licensees must immediately notify the CBB when anapproved person ceases to hold acontrolled function together with an explanation as to the reasons why (see Paragraph AU-4.3.5). In such cases, theirapproved person status is automatically withdrawn by the CBB.May 2011AU-4.2.9
Licensees must immediately notify the CBB in case of any material change to the information provided in a Form 3 submitted for anapproved person .May 2011AU-4.2.10
Licensees must immediately notify the CBB when they become aware of any of the events listed in Paragraph EN-8.2.3, affecting one of theirapproved persons .May 2011AU-4.2.10A
Licensees must immediately notify the CBB should they become aware of information that could reasonably be viewed as calling into question an approved person’s compliance with CBB’s ‘fit and proper’ requirement (see AU3.1).Added: January 2021Change in Controlled Function
AU-4.2.11
Licensees must seek prior CBB approval before anapproved person may move from onecontrolled function to another within the samelicensee .May 2011AU-4.2.12
In such instances, a new Form 3 (Application for Approved Person status) should be completed and submitted to the CBB. Note that a person may be considered 'fit and proper' for one
controlled function , but not for another, if for instance the new role requires a different set of skills and experience. Where anapproved person is moving to acontrolled function in anotherlicensee , the firstlicensee should notify the CBB of that person's departure (see Rule AU-4.3.5), and the newlicensee should submit a request for approval under Rule AU-1.2.1.May 2011AU-4.3 AU-4.3 Cancellation of Authorisation
Voluntary Surrender of a License or Closure of a Branch
AU-4.3.1
In accordance with Article 50 of the CBB Law,
licensees wishing to cancel their license or cease activities for a branch must obtain the CBB's written approval, before ceasing their activities. All such requests must be made in writing to the Director, Financial Institutions Supervision, setting out in full the reasons for the request and how the business is to be wound up.Amended: April 2012
May 2011AU-4.3.2
Licensees must satisfy the CBB that their customers' interests are to be safeguarded during and after the proposed cancellation. The requirements contained in Chapter GR-7 regarding cessation of business must be satisfied.Amended: April 2012
May 2011AU-4.3.3
Failure to comply with Rule AU-4.3.1 constitutes a breach of Article 50(a) of the CBB Law. The CBB will only approve such a request where it has no outstanding regulatory concerns and any relevant customer interests would not be prejudiced. A voluntary surrender of a license will not be accepted where it is aimed at preempting supervisory actions by the CBB. A voluntary surrender will only be allowed to take effect once the
licensee , in the opinion of the CBB, has discharged all its regulatory responsibilities to customers.May 2011Cancellation of a License by the CBB
AU-4.3.4
As provided for under Article 48 (c) of the CBB Law, the CBB may itself move to cancel a license, for instance if a
licensee fails to satisfy any of its existing license conditions or protecting the legitimate interests of customers or creditors of thelicensee requires a cancellation. The CBB generally views the cancellation of a license as appropriate only in the most serious of circumstances, and generally tries to address supervisory concerns through other means beforehand. See also Chapter EN-7, regarding the cancellation or amendment of licenses, including the procedures used in such instances and the licensee's right to appeal the formal notice of cancellation issued by the CBB.Amended: April 2012
May 2011AU-4.3.4A
Cancellation of a license requires the CBB to issue a formal notice of cancellation to the
licensee concerned. The notice of cancellation describes the CBB's rationale for the proposed cancellation, as specified in Article 48(d) of the CBB Law.Amended: January 2013
Added: April 2012AU-4.3.4B
Where the cancellation of a license has been confirmed by the CBB, the CBB will only effect the cancellation once a
licensee has discharged all its regulatory responsibilities toclients . Until such time, the CBB will retain all its regulatory powers towards thelicensee and will direct thelicensee so that no newregulated administration services may be undertaken whilst thelicensee discharges its obligations to itsclients .Added: April 2012Cancellation of Approved Person Status
AU-4.3.5
In accordance with Paragraph AU-4.2.8,
licensees must promptly notify the CBB in writing when a person undertaking acontrolled function will no longer be carrying out that function. If acontrolled function falls vacant, thelicensee must appoint a permanent replacement (after obtaining CBB approval), within 120 calendar days of the vacancy occurring. Pending the appointment of a permanent replacement, thelicensee must make immediate interim arrangements to ensure continuity of the duties and responsibilities of thecontrolled function affected, provided that such arrangements do not pose a conflict of duties. These interim arrangements must be approved by the CBB.Amended: July 2015
May 2011AU-4.3.6
The explanation given for any such changes should simply identify if the planned move was prompted by any concerns over the person concerned, or is due to a routine staff change, retirement or similar reason.
May 2011AU-4.3.7
The CBB may also move to declare someone as not 'fit and proper', in response to significant compliance failures or other improper behaviour by that person: see Chapter EN-8 regarding the cancellation of 'fit and proper' approval.
May 2011AU-4.4 AU-4.4 Publication of the Decision to Grant, Cancel or Amend a License
AU-4.4.1
In accordance with Articles 47 and 49 of the CBB Law, the CBB will publish its decision to grant, cancel or amend a license in the Official Gazette and in two local newspapers, one in Arabic and the other in English.
Amended: October 2019
Added: July 2017AU-4.4.2
For the purposes of Paragraph AU-4.4.1, the cost of publication must be borne by the Licensee.
Added: July 2017AU-4.4.3
The CBB may also publish its decision on such cancellation or amendment using any other means it considers appropriate, including electronic means.
Added: July 2017