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  • BR-2.3 BR-2.3 Approval Requirements

    • Branches or Subsidiaries

      • BR-2.3.1

        In accordance with Rule AU-4.2.1, a licensee must seek prior written approval from the CBB for opening a branch or a subsidiary.

        January 2013

      • BR-2.3.2

        Licensees wishing to cancel an authorisation for a branch or subsidiary must obtain the CBB's written approval before ceasing the activities of the branch or subsidiary.

        January 2013

    • Change in Name

      • BR-2.3.3

        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 (being its registered name if the licensee is a body corporate); and/or
        (b) The licensee's trade name.
        January 2013

      • BR-2.3.4

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

        January 2013

    • Change of Address

      • BR-2.3.5

        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, and that of its branches.

        January 2013

      • BR-2.3.6

        The request under Paragraph BR-2.3.5 must include the details of the proposed new address and the date on which the licensee intends to use the new address.

        January 2013

    • Change in Legal Status

      • BR-2.3.7

        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.

        January 2013

    • Change in Paid-up or Issued Capital

      • BR-2.3.8

        As specified in Article 57(3) of the CBB Law, a licensee must seek CBB prior approval before making any modification to its issued or paid-up capital.

        January 2013

    • Controllers

      • BR-2.3.9

        In accordance with Section GR-4.1, licensees must seek CBB prior approval and give reasonable advance notice of any of the following events:

        (a) A person acquiring control or ceasing to have control of the licensee;
        (b) An existing controller acquiring an additional type of control (such as ownership or significant influence) or ceasing to have a type of control of the licensee;
        (c) An existing controller increasing the percentage of shares or voting power beyond 10%, 20% or 40% of the licensee; and
        (d) An existing controller becoming or ceasing to be a parent undertaking of the licensee.
        Amended: April 2013
        January 2013

    • Mergers, Acquisitions, Disposals and Establishment of New Subsidiaries

      • BR-2.3.10

        A licensee incorporated in Bahrain must seek CBB prior 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; or
        (c) Modify its memorandum or articles of association.
        Amended: January 2020
        Amended: April 2013
        Added: January 2013

    • Write-offs

      • BR-2.3.11

        Licensees should obtain the CBB's prior written approval before writing off any of the following exposures:

        (a) To any present or former director of the licensee;
        (b) Which are guaranteed by a director of the licensee;
        (c) To any business entity for which the licensee or any of its directors is an agent;
        (d) To any officer or employee of the licensee, or any other person who receives remuneration from the licensee;
        (e) To any business entity in which the licensee (or any of its directors, officers or other persons receiving remuneration from the licensee) has a material interest as a shareholder (i.e. 5% or more), or as a director, manager, agent or guarantor; and
        (f) To any person who is a director, manager or officer of another licensee of the CBB.
        January 2013

    • Outsourcing Arrangements

      • BR-2.3.12

        [This Paragraph was deleted in January 2023].

        Deleted: January 2023
        Amended: January 2016
        January 2013

    • Matters Having a Supervisory Impact

      • BR-2.3.13

        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.

        January 2013

      • BR-2.3.14

        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-8.2.2).

        January 2013

      • BR-2.3.15

        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.

        January 2013

      • BR-2.3.16

        As specified in Article 57 of the CBB Law, a licensee wishing to transfer all or a major part of its assets or liabilities inside or outside the Kingdom, must obtain prior written approval from the CBB.

        January 2013

    • External Auditor

      • BR-2.3.17

        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)

        January 2013

    • Dividend Distribution

      • BR-2.3.18

        Licensees, must obtain the CBB's prior written approval to any dividend proposed to be distributed to the shareholders, in accordance with Chapter GR-4.

        January 2013

    • Approved Persons

      • BR-2.3.19

        A licensee must seek prior approval from the CBB for the appointment of persons undertaking a controlled function (ref. Article 65 of the CBB Law, AU-1.2 and AU-4.3.1).

        January 2013

      • BR-2.3.20

        Licensees must seek prior CBB approval before an approved person may move from one controlled function to another within the same licensee (ref. AU-4.3.11).

        January 2013

      • BR-2.3.21

        If a controlled function falls vacant, a licensee making immediate interim arrangements for the controlled function affected, must obtain approval from the CBB (ref. AU-4.4.5).

        January 2013

    • Cessation of Business

      • BR-2.3.22

        In accordance with Paragraph GR-7.1.1 and Article 50 of the CBB Law, licensees must seek the CBB's prior approval should they wish to cease to provide or suspend any or all of the licensed regulated services of their operations and/or liquidate their business.

        January 2013