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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 should seek prior written approval from the CBB for opening a branch or a subsidiary.

        January 2014

      • 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 2014

    • 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 (which is the registered name if the licensee is a corporate body; or
        (b) The licensee's trade name.
        January 2014

      • 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 implement the change of name.

        January 2014

    • Change of Address

      • BR-2.3.5

        As specified in Article 51 of the CBB Law, a licensee must seek prior written 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 2014

      • 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 implement the change of address.

        January 2014

    • Change in Legal Status

      • BR-2.3.7

        A licensee must seek CBB prior written 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 2014

    • 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 written approval before making any modification to its issued or paid-up capital.

        January 2014

    • Controllers

      • BR-2.3.9

        In accordance with Section GR-4.1, licensees must seek CBB prior written 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 40%; and
        (d) An existing controller becoming or ceasing to be a parent undertaking.
        January 2014

    • Mergers, Acquisitions, Disposals and Establishment of New Subsidiaries

      • BR-2.3.10

        A licensee incorporated in Bahrain must seek CBB prior written 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: January 2014

    • Write-offs

      • BR-2.3.11

        Licensees must 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 2014

    • Outsourcing Arrangements

      • BR-2.3.12

        [This Paragraph was deleted in January 2023].

        Deleted: January 2023
        January 2014

    • 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 2014

      • 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 United Nations Security Council Resolution (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 2014

      • 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 2014

      • 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 2014

    • External Auditor

      • BR-2.3.17

        A licensee must seek prior written 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 2014

    • 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, before announcing the proposed dividend by way of press announcement or any other means of communication, in accordance with Chapter GR-3.

        January 2014

    • 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-1.4 and AU-4.3.1).

        January 2014

      • 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 2014

      • 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-4.4.9).

        January 2014

    • Cessation of Business

      • BR-2.3.22

        In accordance with Paragraph GR-6.1.1 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 2014