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Location: Central Bank of Bahrain Volume 4—Investment Business > Part A > High Level Standards > AU Authorisation > AU-5 Information Requirements and Processes > AU-5.1 Licensing > Application Form and Documents > AU-5.1.1
  • Application Form and Documents

    • AU-5.1.1

      Applicants for a licenseG 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 Paragraph AU-5.1.5, unless otherwise directed by the CBB.

      Amended: July 2019
      Amended: April 2018
      Amended: July 2007

    • AU-5.1.2

      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.

      Amended: July 2007

    • AU-5.1.3

      References to applicant mean the proposed licenseeG 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.

      Amended: July 2007

    • AU-5.1.4

      This Paragraph was deleted in January 2016.]

    • AU-5.1.5

      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 undertake controlled functionsG (as defined in Rule AU-1.2.2) in the proposed licenseeG ;
      (c) A comprehensive business plan for the application, addressing the matters described in AU-5.1.6;
      (d) For overseas companies, a copy of the company's current commercial registration or equivalent documentation;
      (e) Where the applicant is an existing Bahraini company, a copy of the applicant's commercial registration certificate;
      (f) A certified copy of a Board resolution of the applicant, confirming its decision to seek a CBB investment firm licenseG ;
      (g) Details of the proposed licensee'sG close linksG , if any, as defined under Chapter GR-6;
      (h) 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's lead supervisorG , 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;
      (i) In the case of branch applicants, a letter of non-objection to the proposed license application from the applicant's home supervisor, together with confirmation that the applicant is in good regulatory standing and the company concerned is in compliance with applicable supervisory requirements, including those relating to capital;
      (j) In the case of branch applicants, copies of the audited financial statements of the applicant (head office) for the three years immediately prior to the date of application;
      (k) 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;
      (l) In the case of applicants not falling under either (j) or (k) 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;
      (m) In the case of applicants seeking to raise part of their capital through a private placement, a draft of the relevant private placement memorandum, together with a formal, independent legal opinion confirming that the memorandum complies with all applicable capital markets laws and regulations;
      (n) 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;
      (o) [Subparagraph deleted in January 2008]; and
      (p) [Subparagraph deleted in January 2008].
      Amended: April 2011
      Amended: October 2009
      Amended: January 2008
      Amended: July 2007

    • AU-5.1.5A

      The CBB, in its complete discretion may ask for a guarantee from the applicant's controlling or major shareholders on a case by case basis as it deems appropriate/necessary as part of the required documents to be submitted as mentioned in Paragraph AU-5.1.5 above.

      Amended: January 2011
      Amended: July 2010
      Added: January 2008

    • AU-5.1.6

      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;/div>
      (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.
      Amended: July 2010
      Amended: July 2007

    • AU-5.1.7

      In the case of applicants seeking to raise capital (refer to AU-5.1.5(m)), the CBB's review is aimed at checking that the proposed private placement complies with applicable capital markets laws and regulations, and that the information contained in the private placement memorandum ('PPM') is consistent with the information provided in the license application. The CBB's review does not in any way constitute an approval or endorsement as to any claims made in the PPM regarding the future value of the company concerned. Note also that the CBB will not license applicants without a core group of sponsoring shareholders (who can demonstrate a strong business track record with relevant expertise), and where failure of the private placement to raise its targeted amount would leave the institution unable to comply with the CBB's minimum capital requirements. The CBB will normally expect core shareholders to account for at least 40% of the applicant's initial proposed total capital.

      Amended: July 2007

    • AU-5.1.7A

      The PPM must comply with the requirements contained under Module OFS (Offering of Securities) of Volume 6 of the CBB Rulebook and is subject to the CBB's Capital Market Supervision Directorate's prior approval.

      Added: October 2014

    • AU-5.1.8

      The applicant's memorandum and articles of association must explicitly provide for it to undertake the activities proposed in the license application, and must preclude the applicant from undertaking other regulated services, or commercial activities, unless these arise out of its investment activities or are incidental to those.

      Amended: July 2007

    • AU-5.1.9

      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.

      Amended: July 2007

    • AU-5.1.10

      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.

      Amended: July 2007

    • AU-5.1.11

      Failure to inform the CBB of the changes specified in Rule AU-5.1.10 is likely to be viewed as a failure to provide full and open disclosure of information, and thus a failure to meet licensing condition Rule AU-2.8.2.

      Amended: July 2007

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