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  • BR-2.3 BR-2.3 Approval Requirements

    • Change in Name

      • BR-2.3.1

        In accordance with Paragraph GR-2.1.1, a licensee must seek prior written approval from the CBB and give reasonable advance notice of a change in:

        (a) The licensee's name (which is the registered name if the licensee is a body corporate); or
        (b) The licensee's trade name.
        May 2011

      • BR-2.3.2

        The request under Paragraph BR-2.3.1 must include the details of the proposed new name and the date on which the licensee intends to implement the change of name.

        May 2011

    • Change of Address

      • BR-2.3.3

        As specified in Article 51 of the CBB Law, a licensee must seek approval from the CBB and give reasonable advance notice of a change in the address of the licensee's principal place of business in Bahrain.

        May 2011

      • BR-2.3.4

        The request under Paragraph BR-2.3.3 must include the details of the proposed new address and the date on which the licensee intends to implement the change of address.

        May 2011

      • BR-2.3.5

        As specified in Article 51 of the CBB Law, a licensee must seek approval from the CBB for its intention to carry on its business from new premises in Bahrain. This requirement applies whether or not the premises are to be used for the purposes of transacting business with customers, administration of the business or as the head office in Bahrain of the licensee.

        May 2011

    • Change in Legal Status

      • BR-2.3.6

        A licensee must seek CBB approval and give reasonable advance notice of a change in its legal status that may, in any way, affect its relationship with or limit its liability to its customers.

        May 2011

    • Change in Authorised or Paid-up Capital

      • BR-2.3.7

        As specified in Article 57(3) of the CBB Law, a licensee must seek CBB approval before making any modification to its authorised or paid-up capital. In the case that a licensee has been granted approval to increase its paid-up capital, confirmation from the external auditor stating that the amount has been deposited in the licensee's bank account will subsequently be required.

        May 2011

    • Controllers and Close Links

      • BR-2.3.8

        In accordance with Section GR-5.1, licensees must seek CBB approval and give reasonable advance notice of any of the following events concerning the licensee:

        (a) A person acquiring control or ceasing to have control;
        (b) An existing controller acquiring an additional type of control (such as ownership or significant influence) or ceasing to have a type of control;
        (c) An existing controller increasing the percentage of shares or voting power beyond 10%, 20% or 50%; and
        (d) An existing controller becoming or ceasing to be a parent undertaking.
        May 2011

      • BR-2.3.9

        Every licensee authorised in Bahrain is required to submit an annual report on its controllers, as per Paragraph GR-5.1.8, and close links as set out in Paragraph GR-6.1.3.

        May 2011

    • Carrying out Business in Another Jurisdiction

      • BR-2.3.10

        A licensee must seek CBB approval and give three months' notice of its intention to undertake fund administration activities in a jurisdiction other than Bahrain, prior to commencing that business and where the effect of commencing that business may have a significant impact on:

        (a) The licensee's business in Bahrain; or
        (b) The capital resources of the licensee.
        Amended: January 2020
        Added: May 2011

    • Mergers, Acquisitions, Disposals and Establishment of New Subsidiaries

      • BR-2.3.11

        A licensee incorporated in Bahrain must seek CBB approval and give reasonable advance notice of its intention to enter into a:

        (a) Merger with another undertaking; or
        (b) Proposed acquisition, disposal or establishment of a new subsidiary undertaking.
        Amended: January 2020
        Added: May 2011

      • BR-2.3.12

        Licensees will also need to consider the implications of a merger, acquisition, disposal or establishment of a new subsidiary undertaking in the context of the controllers and close links rules set out in Module GR.

        May 2011

    • Share Option Schemes

      • BR-2.3.13

        A licensee must seek prior approval from the CBB for any share option schemes it proposes to offer to its employees.

        May 2011

    • Outsourcing Arrangements

      • BR-2.3.14

        [This Paragraph was deleted in January 2023].

        Deleted: January 2023
        May 2011

    • Matters Having a Serious Supervisory Impact

      • BR-2.3.15

        A licensee must seek prior approval from the CBB for any material changes or proposed changes to the information provided to the CBB in support of an authorisation application that occurs after authorisation has been granted.

        May 2011

      • BR-2.3.16

        Any licensee that wishes, intends or has been requested to do anything that might contravene, in its reasonable opinion, the provisions of UNSCR 1373 (and in particular Article 1, Paragraphs c) and d) of UNSCR 1373) must seek, in writing, the prior written opinion of the CBB on the matter (ref. FC-7.2.2).

        May 2011

      • BR-2.3.17

        As specified in Article 57 of the CBB Law, a licensee wishing to modify its Memorandum or Articles of Association, must obtain prior written approval from the CBB.

        May 2011

      • BR-2.3.18

        In accordance with Paragraph GR-4.1.1, a licensee must seek prior written approval from the CBB before transferring any of its business to a third party.

        May 2011

    • Dividends

      • BR-2.3.19

        Licensees, must obtain a letter of no-objection from the CBB to any dividend proposed, before submitting a proposal for a distribution of profits to a shareholder vote (ref. GR-3.1.1).

        May 2011

    • External Auditor

      • BR-2.3.20

        A licensee must seek prior approval from the CBB for the appointment or re-appointment of its external auditor (ref. AU-2.7.1 and AA-1.1.1).

        May 2011

    • Approved Persons

      • BR-2.3.21

        A licensee must seek prior approval from the CBB for the appointment of persons undertaking a controlled function in a licensee (ref. Article 65 of the CBB Law, AU-1.2 and AU-4.2.1).

        May 2011

      • BR-2.3.22

        Licensees must seek prior CBB approval before an approved person may move from one controlled function to another within the same licensee (ref. AU-4.2.11).

        May 2011

      • BR-2.3.23

        If a controlled function falls vacant, the licensee must appoint a permanent replacement (after obtaining CBB approval), within 120 calendar days of the vacancy occurring. A licensee making immediate interim arrangements for the controlled function affected, must obtain approval from the CBB for such arrangement (ref. AU-4.3.5).

        May 2011