Status changes of banks are regulated in detail by:
The text below is a summary of the information contained in the above regulations.
Merger
Together with the request for operating license for a bank which is founded by merger, the merging banks shall submit the following documentation to the National Bank of Serbia:
- Decisions of banks’ assemblies on merging;
- Founding act, which shall, in addition to the elements specified in Article 13 of the Law on Banks, also contain data on the manner and deadline for the replacement of shares of these banks, and:
- names and head office addresses of merging banks,
- legal succession of the bank founded by merger in respect of all rights and obligations of merging banks, and
- data on the manner of entering into books the business changes arising in the period between the date of conclusion of the merger contract (founding act) and the date of compiling the balance sheet, and/or the date of entry of the bank founded by merger into the register of business entities;
- Draft articles of association of the bank which is established by merging;
- Names and data regarding qualifications, experience and business reputation of the nominated members of the managing and executive board of the bank which is established by merging;
- Bank’s programme of activities for the period of three years and draft business policy of the bank for the year in which the merging takes place;
- Data on the staff and technical capacity of the bank established by merging;
- Analysis of economic justifiability of merging, drafted based on the most recent statements submitted by these banks to the National Bank of Serbia pursuant to Article 51 of the Law on Banks;
- Analysis that the merging cannot have any negative impact on the situation in the financial market, and/or violate competition, as specified in Article 7 of the Law on Banks;
- Letter of authority for the person to cooperate with the National Bank of Serbia in the process of granting the operating license containing date and signatures of presidents and members of executive boards of merging banks certified by a seal;
- Evidence of payment of the fee in accordance with the decision on uniform fees charged for services provided by the National Bank of Serbia, as well as evidence of payment of the republic administrative fee in accordance with the law governing republic administrative fees;
- Other data and documents at the request of the National Bank of Serbia.
The above documentation has to be submitted in the original form or in certified copy, and may not be older than six months. The documents have to be in the Serbian language; if they are written in a foreign language, the original or certified copy of such document has to be submitted along with certified translation in the Serbian language rendered by sworn-in-court translator.
The National Bank of Serbia shall render a decision within 90 days from receiving the duly completed request.
Merger by acquisition of a bank
The bank to which another bank is merged by acquisition shall submit to the National Bank of Serbia the request for issuing the consent for merger by acquisition.
The bank to which another bank is merged by acquisition shall amend its founding act so as to:
- State the amount of its total share capital in pecuniary and non-pecuniary form after merger, as well as each founder’s stake in share capital;
- State that it is the legal successor of all rights and obligations of the bank which is merged by acquisition to it.
Along with the request for issuing the consent for merger by acquisition, the bank to which another bank is merged by acquisition shall submit to the National Bank of Serbia the following:
- Amendments to the founding act;
- Bank’s assembly decision on acceptance of merger by acquisition;
- Decision on the merger by acquisition of the assembly of the bank which is merged by acquisition;
- Analysis of economic justifiability of merger by acquisition, drafted based on the most recent statements which the banks submitted to the National Bank of Serbia in compliance with Article 51 of the Law on Banks;
- Analysis that the merger by acquisition cannot have any negative impact on the situation in the financial market, and/or distort competition, as specified in Article 7 of the Law on Banks;
- Reports referred to in Article 51 of the Law on Banks as at the agreed date of merger by acquisition;
- Evidence of payment of the fee in accordance with the decision on uniform fees charged for services provided by the National Bank of Serbia, as well as evidence of payment of the republic administrative fee in accordance with the law governing republic administrative fees;
- Other data and documents at the request of the National Bank of Serbia.
The National Bank of Serbia shall give the consent for merger by acquisition of a bank if:
- Such merger does not jeopardise financial condition of the bank to which another bank is merged;
- The bank to which another bank is merged has such system of organisation, managing, decision making and information technology which enabled it to adequately manage risks in business activities by the day of submitting the request and which will enable it to completely integrate the bank merged to it into its system, in the manner that does not jeopardise its functioning;
- The merger by acquisition is economically justified and/or may not have negative consequences on the situation in the financial market nor does it distort competition as specified in Article 7 of the Law on Banks.
The National Bank of Serbia shall render a decision within 90 days from the day of receipt of the duly completed request.
