Application for Authorisation as Payment Institution

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					       Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
       Services) Regulations 2009 [the ‘Regulations’]




                                                                    APPLICATION FOR
2010




                                                    AUTHORISATION AS A PAYMENT
                                                                          INSTITUTION
                                                           Under Regulation 18 of the European
                                                        Communities (Payment Services) Regulations
                                                                 2009 [the „Regulations‟]




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Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
Services) Regulations 2009 [the ‘Regulations’]




    NOTES ON COMPLETION

1. Please read the Guidance Note on Completing and Submitting an Application
   for Authorisation under Regulation 18 of Regulations (the ‘Guidance Note’) in
   conjunction with this Application Form. The Guidance Note is available on the
   Central Bank of Ireland’s website www.centralbank.ie.


2. All applications must be typed.


3. All questions must be completed before the application can be considered. If a question
   does not apply, please write not applicable or none as appropriate. Do not leave any
   blank spaces. (Incomplete Applications will be returned.) If the applicant is unable
   to submit any of the documentation requested below please give an explanation in the
   covering letter (referring to the section number). Outstanding documentation will delay
   the authorisation process.


4. Where applicants are required to „confirm‟ a tick („‟) placed in the relevant box will be
   taken as a confirmation.


5. If insufficient space has been provided for a reply or if the answer is requested on a
   separate sheet, please provide that information on a separate sheet and refer to it in
   the space provided for the answer. Please ensure that any sheets are clearly marked
   with the name of the organisation and referenced to the appropriate question.


6. Any questions that have a YES and a NO box should be ticked as appropriate.


7. Further information or clarification may be requested (having regard to the replies
   furnished) for the purpose of considering and evaluating an application.




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Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
Services) Regulations 2009 [the ‘Regulations’]




                                                   Contents


Section 1                 Structural Organisation                                              4
Section 2                 Programme of Operations                                             10
Section 3                 Financial Information, Initial Capital, and Own Funds               16
Section 4                 Directors and Managers                                              19
Section 5                 Shareholders/Members and Qualifying Shareholders                    24
Section 6                 Regulatory Background                                               25
Section 7                 Other                                                               28
                          Declaration                                                         29
                          Appendix 1 – Qualifying Shareholder Requirements                    30
                          Appendix 2 – Safeguarding Requirements                              33




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      Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
      Services) Regulations 2009 [the ‘Regulations’]




              Disclose Applicant’s Name:




                                                                                                                          Central Bank
                                                                                               Reference1
                                                                                               Document




                                                                                                                          of Ireland
                                                                                                            Applicant
                         SECTION 1 – STRUCTURAL ORGANISATION

              Pursuant to Regulations 10(1)(k) and (l) of the Regulations
              an application for authorisation shall include the applicant’s
              legal status and the address of its head office.
              Pursuant to Regulation 10(1)(g) of the Regulations an
              application for authorisation shall include a description of the
              applicant’s    structural   organisation,    including   where
              applicable, a description of the intended use of agents and
              branches and a description of outsourcing arrangements, and
              of its participation in a national or international payment
              system.
              Pursuant to Regulation 10(1)(k) of the Regulations an
              application for authorisation shall include the applicant’s
              memorandum and articles of association.

              Disclose:
1.1           Full legal name of the applicant (i.e. the registered name of the
              applicant at the date of submission of the application).


1.2           Legal status of the applicant (e.g. limited company incorporated in
              Ireland, partnership, etc.); and


              Registered number (if appropriate).


1.3           Trading name under which the applicant will provide payment
              services as an payment institution, if different from 1.1 above.


1.4           Address of the applicant‟s registered office.




              Telephone Number:
              Facsimile Number:

1.5         Address of the applicant‟s head office, if different from 1.4 above.




             Telephone Number:
             Facsimile Number:



      1
          Insert clause number of Business Plan or the Programme of Operations (as required)
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       Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
       Services) Regulations 2009 [the ‘Regulations’]



1.6         Contact details of a principal of the applicant, in the State, who will
            accept service of any document in respect of the application.
            Contact Name:
            Address:




            E-mail Address:
            Telephone Number:
            Facsimile Number:

1.7         Address of the principal place of business if different from 1.4 and
            1.5 above.




            Telephone Number:
            Facsimile Number:

1.8         Disclose the name and address of the applicant‟s solicitors or other
            legal advisers, the date of their appointment and the applicant‟s
            contact at the firm:
            Name:
            Address:




            Date of Appointment:
            Contact Name:
            Telephone Number:
            Facsimile Number:
                                                                                         Yes/
                                                                                         No
            And confirm that the Central Bank of Ireland can liaise with the
            named
            professional advisors in respect of the application.

1.9         Company Application

1.9.1       Disclose date of incorporation.


1.9.2       Confirm that the following documentation is attached:
    (a)     Certified copy of the Certificate of Incorporation;
    (b)     Certified copy of Certificate of Incorporation on Change of Name (if
            applicable);
      (c)   Certified copy of the applicant‟s Memorandum of Association;
      (d)   Certified copy of the applicant‟s Articles of Association; and
      (e)   Certified copies of any special resolutions amending the
            Memorandum and Articles of Association (if applicable).

1.9.3       Confirm that the scope of the applicant‟s constituting documentation
            is sufficiently wide to permit the applicant conduct the proposed
            payment services.




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    Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
    Services) Regulations 2009 [the ‘Regulations’]




1.9.4    List the persons who are in a position to exercise a significant
         influence over the management of the company.
                   Name:                Relationship:            Nature of
                                                                 Influence:




1.10     Partnership Application

1.10.1   Confirm that an Individual Questionnaire is completed and attached
         for each person listed in Sections 1.10.4 and 1.10.6 below.

1.10.2   Disclose date of commencement of partnership.


1.10.3   Confirm that
   (a)   A certified copy of the partnership agreement is attached; and

   (b)   The scope of the applicant‟s constituting documentation is
         sufficiently wide to permit the applicant conduct the proposed
         payment services.

1.10.4   List the names of the partners and their status (e.g. managing,
         general, limited).
              Name of Partner              Status           % of Partnership
                                                               Capital Held




                                                                                                   Yes/
                                                                                                   No
1.10.5   Does the partnership or any of the partners have a shareholding of
         10% or more in any company?

         If yes, please give the name, shareholding and principal activities of
         each entity (if the shareholding is held by an individual partner this
         should be indicated).
              Name of Entity             % Holding         Principal Activities




                                                                                                   Yes/
                                                                                                   No
1.10.6   Other than the partners listed above, is there any person or entity
         in a position to exercise a significant influence over the management
         of the partnership?

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       Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
       Services) Regulations 2009 [the ‘Regulations’]



            If yes, please list them (and the nature of their relationship to the
            partnership) below.
                       Name                 Relationship             Nature of
                                                                     Influence




1.11        Organisational Structure

1.11.1      Confirm that a description of the applicant‟s structural organisation
            including a description of proposed:
      (a)   Branches (see section 1.12);
      (b)   Agents (see section 1.13);
      (c)   Outsourcing arrangements (see section 1.15); and
      (d)   Participation in a national or international payment system (if
            applicable)

            as applicable, is disclosed in the Programme of Operations.

1.12        Establishment of branches (if applicable)
1.12.1      Does the applicant maintain a branch (branches) or intend to
            establish a branch (branches) in:                                            Yes/
                                                                                         No
      (a)   The State; and/or
      (b)   Other EEA states?

            If yes,
1.12.2      Disclose the number of such branches in:                                     No.
   (a)      The State; and
   (b)      Other EEA states; and

1.12.3      Confirm that the „Application for Establishment of a Branch by a
            Payment Institution‟     is completed and attached hereto (with
            required supporting information and documentation).

1.13        Use of agents (if applicable)

1.13.1      Does the applicant intend to appoint agents in:                              Yes/
                                                                                         No
      (a)   The State; and/or
      (b)   Other EEA states?

            If yes,
1.13.2      Disclose the number of such agents in:                                       No.
   (a)      The State; and
   (b)      Other EEA states; and

1.13.3      Confirm that the „Application for Appointment of Agents by a
            Payment Institution‟     is completed and attached hereto (with
            required supporting information and documentation).

1.14        Freedom to Provide Services (if applicable)
                                                                                         Yes/
                                                                                         No
1.14.1      Does the applicant intend to provide payment services, without the
            Use of branches or agents, in:
(a)         Other Member States and
(b)         Other EEA states

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       Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
       Services) Regulations 2009 [the ‘Regulations’]




             If yes,
1.14.2       Disclose the countries in such member/EEA states,

1.14.3       Does the applicant employ staff located in other Member/EEA
             States for the purpose of provision of payment services or service
             related to the provision of payment services.

             If yes, confirm that details are disclosed in the Business Plan.

1.14.4       Confirm that “Schedule to Notification Form for freedom to provide
             services” is completed and attached.

1.15         Group Structure (if applicable)
                                                                                           Yes/
                                                                                           No
1.15.1       Is the applicant part of a group?

1.15.2       If yes, confirm that a detailed group organisation diagram is
             contained in the Business Plan, setting out all group entities.

1.15.3       Close Links
                                                                                           Yes/
                                                                                           No
(a)          Do close links exist between the applicant and natural or legal
             persons?

             If yes, confirm that full details thereof are set out in the Business
             Plan.

1.16         Outsourcing (if applicable)
                                                                                           Yes/
                                                                                           No
1.16.1       Will the applicant be outsourcing operational functions of payment
             services to another entity (group or non-group)?

             If yes,
1.16.2       Confirm that the following information is disclosed in the Programme
             of Operations with respect to important operational functions:
      (a)    Name of service provider(s);
      (b)    The number of persons, employed by the outsourcing entity, that
             will provide services to the applicant;
      (c)    The nature of the services to be provided;
      (d)    The internal units/individuals within the applicant that will be
             responsible for monitoring and managing each outsourcing
             arrangement;
      (e)    Details of the applicant‟s contingency plans and exit strategies; and
       (f)   Description, if applicable of the internal control mechanisms that will
             be used by the other entity in order to comply with AML.

1.16.3       Confirm that a Service Level Agreement will be put in place in
             relation to the important operational functions referenced at 1.15.2
             and that the draft agreement(s) is(are) attached hereto.

1.16.4       Confirm that a short description of proposed non-important
             operational functions being outsourced are disclosed               in   the
             Programme of Operations.

1.16.5       In relation to the outsourcing of important operational functions
             confirm that:
      (a)    The outsourcing will not result in the delegation by senior

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    Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
    Services) Regulations 2009 [the ‘Regulations’]



         management of its responsibility;
   (b)   The relationship and obligations of the applicant towards its
         payment service users under the Regulations shall not be altered;
   (c)   The conditions (if any) with which the applicant is to comply with in
         order to be authorised and remain so in accordance with the
         Regulations shall not be undermined;
   (d)   None of the other conditions (if any) subject to which the applicant‟s
         Authorisation is granted shall be removed or modified;
   (e)   The outsourcing of important operational functions will not be
         undertaken in such way as to materially impair the quality of the
         applicant‟s internal controls and the ability of the competent
         authorities to monitor the applicant‟s compliance with all obligations
         laid down in the Regulations; and
   (f)   A brief description of how the conditions in 1.15.4(a) to (e) will be
         adhered to on an ongoing basis is disclosed in the Programme of
         Operations.

1.17     General
1.17.1   Confirm that the Applicant will:
   (a)   Ensure that agents or branches acting on its behalf inform
         payment service users of this fact; and
   (b)   Will take reasonable steps to ensure that the requirements of the
         Regulations are complied with.

1.17.2   Confirm that the applicant will remain fully liable for any acts of its
         employees, any agent, branch entity to which activities are
         outsourced.




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     Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
     Services) Regulations 2009 [the ‘Regulations’]




                       SECTION 2 – PROGRAMME OF OPERATIONS
2.1        General
2.1.1      Disclose the proposed date of commencement as a payment
           institution.


2.1.2      Confirm that the applicant‟s Programme of Operations is attached
           to this application.

2.2        Proposed Payment Services
2.2.1      Indicate the payment services in respect of which the applicant
           proposes to provide services to clients (by ticking the applicable
           boxes).

           Payment Services as defined in Schedule 1 of the Regulations                             ( )
           (‘Payment Services’)
1.         Services enabling cash to be placed on a payment account as well as
           all the operations required for operating a payment account.
2.         Services enabling cash withdrawals from a payment account as well
           as the operations required for operating a payment account.
3.         Execution of payment transactions, including transfers of funds on a
           payment account with the user‟s payment service provider or with
           another payment service provider:
     (a)   execution of direct debits, including one-off direct debits,
     (b)   execution of payment transactions through a payment card or a
           similar device,
     (c)   execution of credit transfers, including standing orders.
4.         Execution of payment transactions where the funds are covered by a
           credit line for a payment service user:
     (a)   execution of direct debits, including one-off direct debits,
     (b)   execution of payment transactions through a payment card or a
           similar device,
     (c)    execution of credit transfers, including standing orders.
5.         Issuing and/or acquiring of payment transactions.
6.         Money Remittance.
7.         Execution of payment transactions where the consent of the payer to
           execute a payment transaction is given by means of any
           telecommunications, IT system or network operator, acting only as an
           intermediary between the payment service user and the supplier of
           the goods and services.

2.2.2      Apart from the provision of payment services listed in 2.2.1 indicate
           whether the applicant will be engaging in any of the following
           activities (by ticking the appropriate box or inserting „n/a‟):

     (a)   The provision of operational and closely related ancillary services such
           as ensuring the execution of payment transactions, foreign exchange
           services, safekeeping activities, and the storage and processing of
           data;
     (b)   The operation of payment systems;
     (c)   Business activities other than the provision of payment services
           having regard to applicable community and national law; or
     (d)   The provision of a currency conversion service.

2.2.3      Confirm that a detailed description of each proposed payment service
           is included in the Programme of Operations (see sections 2.2.1 and
           2.2.2 above) including:
     (a)   A detailed transaction flow from payer to payee (with a clear
           identification of relevant staff involved including the role of
           agents/branches (if any));
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     Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
     Services) Regulations 2009 [the ‘Regulations’]



    (b)     A description of its main characteristics; and
    (c)     A description of the infrastructure (technical and otherwise)
            in place to support the applicant‟s activities as a payment institution.

2.2.4       Where the applicant proposes engaging in the provision of one or
            more of the payment services in 2.2.2 above confirm that the
            applicant will hold payment accounts that will be used exclusively for
            payment transactions.
                                                                                          Yes/
                                                                                          No
2.2.5       Does the applicant propose carrying out transactions
    (a)     As single payment transactions only;
    (b)     Under a „Framework Contract‟ only; or
     (c)    Both single payment transactions and transactions under a
            Framework contract?
                                                                                          Yes/
                                                                                          No
2.2.6       Will transactions be limited to low value transactions pursuant to
            Regulation 60 of the Regulations?

            If yes, confirm that full details thereof are provided in the Programme
            of Operations.

2.2.7       Granting of Credit (if applicable)                                            Yes/
                                                                                          No
            Does the applicant propose granting credit related to Payment
            Services 4, 5 and 7?

            If yes, disclose in the Programme of Operations:
    (a)     Details of the proposed credit arrangements; and
    (b)     A brief of how the following conditions will be met on an ongoing
            basis:
     (i)    The credit shall be ancillary and granted exclusively in connection
            with the execution of a payment transaction;
    (ii)    The credit granted in connection with a payment and executed
            in accordance with Regulation 27 of the Regulations shall be repaid
            within a short period which shall in no case exceed twelve months;
    (iii)   Such credit shall not be granted from the funds received or held for
            the purposes of executing payment transaction; and
    (iv)    The own funds of the applicant shall at all times be appropriate in view
            of the overall amount of credit granted.

2.2.8       Confirm that the applicant complies, and will comply on an ongoing
            basis, with the conditions listed in 2.2.7(b)(i) to (iv).

2.2.9       Confirm that the applicant will not conduct the business of taking
            deposits or other repayable funds within the meaning of Article 5 of
            Directive 2006/48/EC.

2.2.10      Access to Payment Systems (if applicable)
    (a)     Provide details of payment systems that the applicant proposes
            accessing as part of its business model (including details of
            interactions) in the Programme of Operations.
                                                                                                    Yes/
                                                                                                    No
2.3         Non Payment Services (if applicable)
2.3.1       Does the applicant propose engaging exclusively in payment
            services?

            If no, confirm that a detailed description of such non payment
            services is provided in the Programme of Operations (it being noted

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      Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
      Services) Regulations 2009 [the ‘Regulations’]



            that the Central Bank of Ireland may require these activities to be
            undertaken in a separate legal entity) including:
      (a)   A detailed transaction flow from payer to payee (with a clear
            identification of relevant staff involved including the role of
            agents/branches (if any));
      (b)   A description of its main characteristics; and
      (c)   A description of the infrastructure (technical and otherwise) in place
            place to support the applicant‟s non payment service activities.
                                                                                           Yes/
                                                                                           No
2.3.2       Does the applicant propose providing services which are already
            subject to authorisation under alternative legislation?

            If yes, confirm that a detailed description of such services is contained
            in the Programme of Operations, it being noted that the Central Bank
            of Ireland may apply to such services criteria applicable to
            safeguarding of users‟ funds and the calculation of own funds.

2.4         Breakdown of Income
                                                                                                     Yes/
                                                                                                     No
2.4.1       Has the applicant traded in the 12 months preceding the date of this
            application?



            If yes, clarify the nature of the activities which the applicant has
            been providing and provide a breakdown of income received in respect
            of each activity.
                      Activity              Description of          % of Income
                                               Activity




2.4.2       In the table below, provide details of each payment service and
            other services that the applicant proposes to provide in its first year of
            operations. In the corresponding column, insert the percentage
            income that is likely to accrue with each service.
            (A separate line should be completed for each service.)

                                                                         %
            Payment Services




            Other




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      Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
      Services) Regulations 2009 [the ‘Regulations’]




            Total Income                                                      100

2.5         Clients

2.5.1       Indicate
     (a)    How many clients the applicant anticipates providing payment
            services to within:
            6 months              12 months                 18 months

      (b)   Anticipated volume of transactions (daily) within:
            6 months                12 months                18 months

      (c)   Anticipated value of transactions (daily) within
            6 months                12 months                   18 months

2.5.2       Where the applicant proposes utilising agents, confirm that this
            information is also provided on an agent by agent basis in the
            Programme of Operations

2.5.3       Confirm that details of the type of anticipated clients are disclosed in
            Programme of Operations including
      (a)   Jurisdiction(s) of payer and payees; and
      (b)   Whether customers will be: consumers, corporate, micro-enterprises
            or other form of customer.

2.5.4       Confirm that details of how the applicant intends to attract clients
            (e.g. advertising, personal contacts, liaison with trade bodies) are
            disclosed in the Programme of Operations.

2.6         Safeguarding Requirements
            Pursuant to Regulation 10(1)(d) of the Regulations, a
            description of the applicant’s measures taken for the
            safeguarding of payment service users’ funds in accordance
            with Regulation 24 shall be submitted to the Central Bank of
            Ireland
2.6.1       Confirm which method of safeguarding funds which are
            received from payment service users or through another payment
            service provider for the execution of payment transactions that
            applicant will be utilising:
      (a)   Segregation of Funds as provided for in Regulation 24(2)(a) ; or
      (b)   Cover by an insurance policy/comparable guarantee as provided
            in Regulation 24(2)(b).

            Where an insurance contract/comparable guarantee is proposed
            confirm:
      (c)   All relevant funds are covered by the insurance policy/guarantee
            from an insurance company or a credit institution;
      (d)   The relevant insurance company or credit institution does not
            belong to the same group as the payment institution itself;
      (e)   The amount covered by the insurance policy/guarantee is that
            which would have been segregated in the absence of the policy or
            guarantee; and
      (f)   The proceeds of the insurance policy/guarantee are payable in
            the event that the payment institution is unable to meet its financial
            obligations.

2.6.2       Where      the    applicant does   not    avail   of   an    insurance
            contract/comparable guarantee, confirm that the following information
            is set out in the Programme of Operations:
      (a)   The projected amount of funds that the applicant anticipates

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      Services) Regulations 2009 [the ‘Regulations’]



            holding, receiving or paying out;
      (b)   The procedures for the safekeeping of client funds (these should
            be consistent with the Central Bank of Ireland‟s guidelines and may be
            attached as an appendix to the Programme of Operations); and
      (c)   Appendix 2 is completed in relation the applicant‟s safeguarding
            requirements and attached hereto.

            [Please refer to Section 3 of Prudential Requirements for Payment
            Institutions for guidance in relation to Safeguarding].

2.7         Anti-Money Laundering and Terrorist Financing
            Pursuant to Regulation 10(f) of the Regulations the application
            shall include a description of the internal control mechanisms
            which the applicant is establishing in order to comply with
            obligations in relation to money laundering and terrorist
            financing and its obligations under Directive 2005/60/EC and
            Regulation (EC) No 1781/2006 of the European Parliament and
            of the Council of the European Parliament and of the Council of
            15 November 2006 on information on the payer accompanying
            transfers of funds.

2.7.1       Confirm that:
     (a)    The applicant has established and will implement and maintain
            systems and procedures adequate to comply in full with the
            requirements of:
                -  Directives 2005/60/EC and 2006/70/EC on the prevention of
                   Money Laundering and Terrorist Financing (“the Directives”);
                   and
                -  Regulation No. 1781/2006 of the European Parliament and of
                   the Council of the European Parliament and of the Council of
                   15 November 2006 on information on the payer accompanying
                   transfer of funds („the Regulation‟).

      (b)   The applicant has established and will implement and maintain
            documented risk-based customer due diligence measures pursuant to
            the Directives and confirm that details thereof are disclosed in the
            Programme of Operations.

      (c)   The applicant has established and will implement and maintain
            documented procedures, where applicable, in relation to its reliance
            on agents or third parties pursuant to Directives and confirm that
            details thereof are disclosed in the Programme of Operations.

      (d)   The applicant has established and will implement and maintain
            documented procedures in relation to:

                -   the making of suspicious transaction reports both internally
                    and to the Financial Intelligence Unit
                -   in relation to the prevention of prohibited disclosures in
                    relation to those reports
                -   in relation to the use of its systems to be in a position to
                    respond fully and rapidly to enquiries from the FIU, or from
                    the Central Bank of Ireland

            and confirm that details thereof are disclosed in the Programme of
            Operations.

      (e)   The applicant has established and will implement and maintain
            documented procedures in relation to the retention of customer
            identification and transactional records pursuant to the Directives and
            confirm that details thereof are disclosed in the Programme of
            Operations.

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    Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
    Services) Regulations 2009 [the ‘Regulations’]




     (f)      The applicant has established and will implement and maintain
              training procedures pursuant to the Directives so that relevant
              employees are made aware of their AML-CTF obligations through
              programmes designed to help them recognise operations which may
              be related to money laundering or terrorist financing and to instruct
              them as to how to proceed in such cases. Confirm that details thereof
              are disclosed in the Programme of Operations

    (g)       The applicant has established and will implement and maintain
              procedures pursuant to the Directives to communicate relevant AML-
              CTF policies and procedures where applicable to agents, branches and
              subsidiaries in third countries. Confirm that details thereof are
              disclosed in the Programme of Operations

2.8           Security, Integrity and Confidentiality of Information
2.8.1         Confirm that:
     (a)      The applicant has established and will implement and maintain
              systems and procedures that are adequate to safeguard the security,
              integrity and confidentiality of information, taking into account the
              nature of the information in question and that these procedures will
              be made available to the Central Bank of Ireland upon request (either
              during or post authorisation); and
    (b)       Details thereof are disclosed in the Programme of Operations.

2.8.2         If the applicant proposes to appoint an agent(s) confirm that details
              of the IT, software and security arrangements that exist between the
              applicant and each of its agents are disclosed in the Programme of
              Operations.

2.8.3         Confirm that:
              A detailed description of the applicant‟s IT systems, including
              details as to:
        (i)   Who will be responsible for reviewing the firm‟s IT security
              arrangements and the frequency thereof;
     (ii)     The procedures for identifying suspicious or fraudulent transactions;
    (iii)     The nature of transaction reporting that the applicant‟s IT systems
              are capable of generating, including details as to the frequency and
              recipients of such reporting; and
    (iv)      How data is transmitted securely over the internet
              are disclosed in the Programme of Operations.




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      Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
      Services) Regulations 2009 [the ‘Regulations’]




             SECTION 3– FINANCIAL INFORMATION, INITIAL CAPITAL, AND OWN FUNDS

            Pursuant to Regulation 10(1)(b) of the Regulations the
            application shall include a business plan including a forecast
            budget calculation for the first three financial years that
            demonstrates that the applicant is able to employ the
            appropriate and proportionate systems, resources and
            procedures to operate soundly.
            Pursuant to Regulation 10(1)(c) of the Regulations the
            application shall include evidence that the applicant holds the
            initial capital provided for in Regulation 11 of the Regulations.
            Pursuant to Regulation 10(1)(j) the application shall include,
            where applicable, the name of the person who will carry out
            for the applicant the functions of audit required by the
            Companies Act.

3.1         Initial Capital

3.1.1       Confirm:
            The applicant‟s initial capital requirement by ticking the appropriate
            box.
      (a)   €20,000
      (b)   €50,000
      (c)   €125,000

3.1.2       Confirm that specific details of all the items that comprise the
            initial capital (and the amounts) are disclosed in the Business Plan and
            that the items are consistent with Article 57(a) and (b) of Directive
            2006/48/EC. [Please see Section 2.3 of Prudential Requirements for
            Payment Institutions for guidance on composition of initial capital].

3.1.3       Confirm that evidence of the applicant‟s compliance with the initial
            capital requirement are attached hereto.

3.1.4       Does the applicant anticipate any changes to the information in 3.1.2
            at authorisation date (if authorised)?
            If yes, confirm that details thereof are disclosed in the Business Plan
            (evidence thereof will be required pre authorisation).

3.2         Financial Projections

3.2.1       Confirm that financial projections covering a period of three years
            are included in the Business Plan and include:
      (a)   Projected balance sheet as at authorisation date;
      (b)   A monthly breakdown for the first year of operation;
      (c)   Detailed projected profit and loss accounts;
      (d)   Detailed projected balance sheets; and
      (e)   Notes explaining each line item and how the projections were
            developed.

3.3         Applicants currently trading

3.3.1       Confirm that the applicant‟s:
     (a)    Latest audited accounts; and
     (b)    Most recent management accounts
            are attached hereto.

3.3.2       Provide details of the nature of any charges (including the type of
            charge), guarantees, indemnities or other security or commitments
            (including letters of comfort) given by the applicant to third parties
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            which are in effect at the date of application or which it is envisaged
            will be given, in the short term (include those relating to other group
            undertakings).




3.4         Own Funds
3.4.1       Confirm that detailed workings of the applicant‟s own funds
            calculated (based on the financial projections) using each of the
            following Methods are disclosed in the Business Plan:
      (a)   Method A;
      (b)   Method B; and
      (c)   Method C

3.4.2       Confirm the applicant‟s preferred method of calculation of own funds
            (by ticking relevant box):
      (a)   Method A
      (b)   Method B
      (c)   Method C

  3.4.3     Please provide the applicant‟s rationale for its selection of a particular
            Method.

  3.4.4     Confirm that evidence of the applicant‟s compliance with its
            projected own funds requirement is attached.

3.4.5       Does the applicant                                                                        Yes/
                                                                                                      No
      (a)   Belong to the same group as another payment institution, credit
            institution, investment firm, asset management company or insurance                       Yes/
            undertaking; and/or                                                                       No
      (b)   Have a hybrid character and carry out activities other than
            providing payment services listed in Schedule 1 of the Regulations.

            If yes, confirm that multiple use of elements of own funds is not
            proposed.

3.5         Insurance and Indemnity (if applicable)

3.5.1       Indicate below, what cover the applicant maintains/proposes to
            maintain in respect of professional indemnity insurance.
                                    EXCESS                  COVER
              Actual:
              Proposed:
                                                                                                      Yes/
                                                                                                      No
3.5.2       Has the applicant made any claims under any such policy during the
            three years preceding the date of this application?

            If yes, provide details of the date, type, amount and outcome of the
            claim below.




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3.6        Other

3.6.1      Disclose where in the State the applicant‟s accounting records will be
           kept.




3.6.2      Disclose the name, address and telephone number of the applicant‟s
           auditors, the date of their appointment and the applicant‟s contact at
           the firm.


           Name:



           Telephone Number:
           Contact Name:
           Date of Appointment:
           E-mail address:

3.6.3      Disclose the name, address and telephone number of the applicant‟s
           accountants, the date of their appointment and the applicant‟s contact
           at the firm.
           Name:
           Address:



           Telephone Number:
           Contact Name:
           Date of Appointment:
           E-mail address:

3.6.4      Disclose the date of the applicant‟s accounting year-end or proposed
           year-end.


3.6.5      Disclose base and reporting currency and accounting standards being
           utilised.

                                                                                                      Yes/
                                                                                                      No
3.6.7      Have the accounts of the applicant carried a qualified audit report in
           any of the last five years?
           If yes, give details below.




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      Services) Regulations 2009 [the ‘Regulations’]




                       SECTION 4 – DIRECTORS AND MANAGERS
            Pursuant to Regulation 10(1)(i) of the Regulations the
            application shall include the identity of directors and persons
            responsible for the management of the payment institution and,
            where relevant, persons responsible for the management of the
            payment services activities of the payment institution, as well
            as evidence that they are of good repute and possess
            appropriate knowledge and experience to perform payment
            services as determined by the home Member State for the
            payment institution.

            Pursuant to Regulation 10(1)(e) of the Regulations the
            application shall include a description of the applicant’s
            governance arrangements and internal control mechanisms,
            including administrative, risk management and accounting
            procedures, which demonstrates that these governance
            arrangements, control mechanisms and procedures are
            proportionate, appropriate, sound and adequate.

            Pursuant to Regulation 10(2) of the Regulations the applicant
            shall provide a description of its audit arrangements and the
            organisational arrangements it has set up with a view to taking
            all reasonable steps to protect the interests of its users and to
            ensure continuity and reliability in the performance of payment
            services.


4.1        Individual Questionnaires

           Confirm that Individual Questionnaires and/or declarations are
           completed and attached for the following individuals as applicable.

4.1.1      Incorporated Applicants
     (a)   Directors (including shadow and alternate directors);
     (b)   Chief Executive; and
     (c)   Managers, if any, who report directly to the Board.

4.1.2      Unincorporated Applicants
     (a)   Principal(s) of the entity; and
     (b)   Manager

           Confirm that the entity has a minimum of two approved persons (i.e.
           if the principal and manager is the one and same person, a minimum of
           one other officer s required to take the test).

4.2        Company Application

4.2.1      Confirm that an Individual Questionnaire is completed and attached
           for each person listed in Section 4.2.2.




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    Services) Regulations 2009 [the ‘Regulations’]




4.2.2      Complete the table below in respect of all of the directors/proposed
           directors of the applicant.
                Name                Area of      Country of Date Appointed/
                               Responsibility     Residence Proposed Date of
                                                                    Appointment




4.2.3      Have any directors:                                                                       Yes/
                                                                                                     No
           - resigned within the last three years?
                                                                                                     Yes/
                                                                                                     No
           - not been reappointed within the last three years?
                                                                                                     Yes/
                                                                                                     No
           - been dismissed within the last 3 years?

               Name                 Date(s)                    Reasons




4.3        Governance and Staffing Arrangements
4.3.1      Confirm that:
     (a)   A detailed organisation chart clearly identifying reporting and
           communication lines within the applicant;

    (b)    Details of the applicant‟s board meetings, i.e. location, frequency,
           quorum and attendees;

     (c)   Details of proposed committees (if any) including proposed members,
           the committee‟s role/responsibilities and reporting lines;

    (d)    Details of proposed functional units/departments, heads of functions
           (including their roles and responsibilities and reporting by these „heads
           of function‟ to the applicant‟s Board) including
                   Compliance (see section 4.4 below);
                   Risk Management (see section 4.5 below);
                   Internal Audit (see section 4.6 below);
                   Administrative and Accounting Procedures (see section 4.7
                     below);

    (e)    Specific details of proposed staffing levels (i.e. numbers) including
           whether they will be full-time or part-time employees and their
           roles/responsibilities; and

     (f)   Where part-time employees are proposed, full details of their working
           arrangements are provided including details of employment with other
           entities (if applicable);




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            as applicable are disclosed in the Business Plan and demonstrates that
            the governance arrangements, control mechanisms and procedures are
            proportionate, appropriate, sound and adequate, and

(g)         Where staff are not directly employed by the applicant but are seconded
            from another group entity, service level agreements covering the terms
            of such secondment arrangements must be submitted.

            Requirements are proportionate to the operational and financial
            risks faced by applicants in the course of their business.

4.3.2      Disclose the following information, as applicable, in respect of the:
     (a)   Compliance Officer (if applicable),
     (b)   Finance Officer,
     (c)   Money Laundering Reporting Officer,
     (d)   Officer responsible for Internal Audit (if applicable), and
     (e)   Officer responsible for Credit (if applicable)

           (a) Compliance Officer
            Name:
            Location:



            Reporting to:
            Telephone Number:
            Facsimile Number:
            E-mail:

            (b) Finance Officer

            Name:
            Location:



            Reporting to:
            Telephone Number:
            Facsimile Number:
            E-mail:
            Name:


            (c) Money Laundering Reporting Officer

            Name:
            Location:



            Reporting to:
            Telephone Number:
            Facsimile Number:
            E-mail:

            (d) Officer responsible for Internal Audit

            Name:
            Location:




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      Services) Regulations 2009 [the ‘Regulations’]



            Reporting to:
            Telephone Number:
            Facsimile Number:
            E-mail:

            (e) Officer responsible for Credit (if applicable)

            Name:
            Location:



            Reporting to:
            Telephone Number:
            Facsimile Number:
            E-mail:

      (f)   Confirm that a description of the responsibilities of each of the officers
            referred to at (a) to (e) is include in the Business Plan.

4.3.3       Confirm that a description of the applicant‟s audit arrangements
            and the organisational arrangements that the applicant is setting up
            with a view to taking all reasonable steps to protect the interests of its
            users and to ensure continuity and reliability in the performance of the
            payment services is provided in the Business Plan.

4.4         Compliance
                                                                                                       Yes/
            Compliance Function                                                                        No
4.4.1       Is the applicant establishing an independent compliance function?

            If yes,
4.4.2       Demonstrate (in the Business Plan):
     (a)    The compliance function has the necessary authority, resources,
            expertise and access to all relevant information;
      (b)   A Compliance Officer is appointed and is responsible for the
            compliance function and for all compliance reporting;
      (c)   The Compliance Officer has relevant experience;
      (d)   The Compliance Officer‟s duties (i.e. a job description);
      (e)   The relevant persons involved in the compliance function are not
            involved in the performance of services or activities they monitor;
      (f)   The proposed reporting lines/functional relationships between the
            Compliance Officer (including the frequency and format of reporting
            thereof); and
      (g)   A description of the applicant‟s key compliance policies and procedures
            have been included.

4.5         Risk Management
                                                                                                       Yes/
                                                                                                       No
4.5.1       Has the applicant established and will it maintain a risk management
            function that operates independently?

      (a)   If no, confirm that full details of the policies and procedures being
            adopted by the applicant to satisfy the requirements of the Regulations
            are disclosed in the Business Plan.
      (b)   If yes, confirm that full details thereof are disclosed in the Business
            Plan, including details of the risk manager.

4.5.2       Confirm that a description of the material risks of the applicant and


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     details as to the arrangements in place in relation to the identification,
     management, monitoring and reporting of such risks are disclosed in
     the Business Plan. (Such risks should include the potential financial
     risks of acting as a payment institution)




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      Services) Regulations 2009 [the ‘Regulations’]




4.6         Internal Audit
                                                                                                       Yes/
                                                                                                       No
4.6.1       Has the applicant established (or is it establishing) a separate
            independent Internal Audit function?

      (a)   If no, confirm that details of how the firm will comply with Regulation
            10(2)
            the Regulations are disclosed in the Business Plan;

      (b)   If yes, confirm that details thereof are included in the Business Plan,
            including the arrangements in place to ensure the carrying out of the
            responsibilities of the Internal Audit function.

4.7         Administrating and Accounting
4.7.1       Confirm that details of the applicant‟s administrative and
             accounting procedures are included in the Business Plan including
            details of the:
      (a)   Accounting policies and procedures that the applicant has established
            that enables it, at the request of the Central Bank of Ireland, to deliver
            in a timely manner to the Central Bank of Ireland, financial reports
            which reflect a true and fair view of their financial position and which
            comply with all applicable accounting standards and rules;
      (b)   Internal control mechanisms (including a description of the internal
            audit, risk management and compliance functions (as applicable);
      (c)   Control and safeguard arrangements for information processing;
      (d)   Policies and procedures for keeping records of all services and
            transactions undertaken by it and ensuring that the records are
            sufficient to enable the Central Bank of Ireland to monitor compliance
            with the Regulations and, in particular, to ascertain whether the
            applicant is complying with its obligations with respect to clients or
            potential clients; and
      (e)   Applicant‟s retention of records policy.

4.8         Business Continuity
4.8.1       Confirm that details of the applicant‟s arrangements/procedures to
            ensure continuity and regularity in the performance of payment services
            and activities:
      (a)   The preservation of essential data and functions;
      (b)   The maintenance of payment services and activities;
      (c)   Where that is not possible, the timely recovery of such data and
            functions and the timely resumption of their payment services and
            activities; and
      (d)   Details of the testing of the Business Continuity plans (including
            testing untaken to date
            are set out in the Programme of Operations.




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      Services) Regulations 2009 [the ‘Regulations’]




              SECTION 5 – SHAREHOLDERS/MEMBERS AND QUALIFYING
                                SHAREHOLDERS

Pursuant to Regulation 10(1)(h) of the Regulations the application shall
include the name of each person holding in the applicant, directly or
indirectly, a qualifying holding (within the meaning of Regulation 3 of
the European Communities (Markets in Financial Instruments)
Regulations 2007 (S.I. No. 60 of 2007), the size of each such holding,
and evidence of such persons suitability taking into account the need to
ensure the sound and prudent management of a payment institution.

5.1     List all direct shareholders or members with qualifying holdings.

           Identities of




                                                             Amount of
                                          Qualifying




                                                             Qualifying




                                                                          Acquired
                                          (yes/no)
                               Natural/

                               Persons



                                           Holding




                                                              Holding
         Shareholders/Me
                                Legal


                                            Have




                                                                            Date
              mbers

         Direct
         Shareholders




5.2     List all indirect shareholders or members with qualifying holdings.

           Identities of
                                                             Amount of
                                          Qualifying




                                                             Qualifying




                                                                          Acquired
                                          (yes/no)
                               Natural/

                               Persons



                                           Holding




                                                              Holding




          Shareholders/
                                Legal


                                            Have




                                                                            Date




             Members


         Indirect
         Shareholders




5.3   Confirm that details of each
  (a) Direct shareholder/member; and
  (b) Subsequent indirect shareholder/member
      with a qualifying holding in the applicant (i.e. legal and beneficial
      shareholder/member, including those who are in a position to control or
      influence the applicant) are disclosed in 5.1 and 5.2 above.

5.4     In relation to each direct/indirect shareholder/member with a qualifying
        holding in the applicant confirm that Appendix 1 is completed and that all
        required documentation and information is attached.




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       Services) Regulations 2009 [the ‘Regulations’]




                       SECTION 6 – REGULATORY BACKGROUND
            The following questions should be answered by entering a tick
            () in the appropriate box. In any case where the response to
            a question is yes, full details should be given on a separate
            sheet of paper and referenced to the appropriate question.

                                                                                                       Yes/
                                                                                                       No
6.1        Is the applicant currently, or has the applicant ever been, regulated by
           the Central Bank of Ireland or any other regulatory agency (in the
           State or elsewhere)? If yes, please provide the business name under
           which the services were carried out.
                                                                                                       Yes/
                                                                                                       No
6.2        Has the applicant ever applied for authorisation by the Financial
           Regulator or any other regulated agency (in the State or elsewhere)
           and had such an application refused?
                                                                                                       Yes/
                                                                                                       No
6.3        Has the applicant ever applied for authorisation by the Financial
           Regulator or any other regulatory agency (in the State or elsewhere)
           and decided not to proceed with such an application after having made
           it?
                                                                                                       Yes/
                                                                                                       No
6.4        Is the applicant a member of any professional association or trade
           body (in the State or elsewhere)?
                                                                                                       Yes/
                                                                                                       No
6.5        Has the applicant ever applied for authorisation, membership or
           recognition by a body described in 6.4 above and had such an
           application refused?
                                                                                                       Yes/
                                                                                                       No
6.6        Has the applicant ever applied for authorisation, membership or
           recognition by a body described in 6.4 above and decided not to
           proceed with such an application after having made it?
                                                                                                       Yes/
                                                                                                       No
6.7        Has a petition for the compulsory winding-up, an application for a
           dissolution order or a bankruptcy petition in respect of the applicant,
           been served at any time in the previous ten years?
                                                                                                       Yes/
                                                                                                       No
6.8        Is the applicant aware that any such petition is pending?
                                                                                                       Yes/
                                                                                                       No
6.9        Has any qualifying shareholder, subsidiary, related undertaking or
           Associated undertaking of the applicant been the subject of a winding
           up, a dissolution or bankruptcy proceedings at any time in the previous
           five years?
                                                                                                       Yes/
                                                                                                       No
6.10       Is the applicant aware of any tax compliance issues that any of its
           qualifying shareholders/directors may have?
                                                                                                       Yes/
                                                                                                       No
6.11       Is the applicant aware of any allegations of fraud, dishonestly, breach
           of trust, insider dealing or market manipulation in respect of any of its
           qualifying shareholders/directors/employees?
                                                                                                       Yes/
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                                                                                                       No
6.12       Has the applicant at any time in the previous five years
            (a)     had a receiver or examiner appointed;
            (b)     failed to satisfy a debt adjudged due or a debt in respect of
                    which a judgement has been registered;
          ( (c)     entered into a scheme of arrangement or composition of its
                    debts with its creditors?

           Note: The appointments mentioned above include any similar
           appointments made under the laws of another country.
                                                                                                       Yes/
                                                                                                       No
6.13       Has the applicant, at any time, been refused or had withdrawn any
           licence, recognition or authorisation under the Consumer Credit Act,
           1995?
                                                                                                       Yes/
                                                                                                       No
6.14        Has the applicant at any time had any authorisation/licence to carry on
            investment, banking or insurance business, in the State or elsewhere,
            revoked?
                                                                                                       Yes/
                                                                                                       No
6.15       Has the applicant ever been subject to any disciplinary measures by
           any regulatory body of which it is/or was a member?
                                                                                                       Yes/
                                                                                                       No
6.16       Has the applicant changed its legal advisers in the three years prior
           to the date of application?
                                                                                                       Yes/
                                                                                                       No
6.17       Has the applicant changed its bankers in the three years prior to
           the date of application?
                                                                                                       Yes/
                                                                                                       No
6.18       Has the applicant changed its auditors in the three years prior to
           the date of application?
                                                                                                       Yes/
                                                                                                       No
6.19       Have any legal proceedings or administrative sanction proceedings
           been brought in this or any other jurisdiction against the applicant, in
           which the applicant has either been convicted or found liable, in
           relation to the provision of financial services in the three year prior to
           the date of application?
                                                                                                       Yes/
                                                                                                       No
6.20       Has the applicant agreed to an out of court settlement at any time in
           the three years prior to the date of application in respect of legal
           proceedings brought against it in relation to its financial services?
                                                                                                       Yes/
                                                                                                       No
6.21       Is the applicant currently involved in any proceedings of the type
           described in questions 6.19 and 6.20?
                                                                                                       Yes/
                                                                                                       No
6.22       Has the applicant ever been convicted of any offence involving fraud,
           dishonesty, breach of trust, insider dealing or under legislation (in the
           State or elsewhere) relating to companies , building societies, credit
           unions, friendly societies, insurance, banking or other financial service,
           insolvency, consumer credit or consumer protection?
                                                                                                       Yes/
                                                                                                       No
6.23       Have the books, records or other documents of the applicant ever been
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    requisitioned or seized by any regulatory body in exercise of its powers,
    either in the State or in any other jurisdiction?




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      Services) Regulations 2009 [the ‘Regulations’]




                                      SECTION 7 – OTHER

7.1        Confirm that the Business Plan and Programme of Operations
           provided are sufficiently detailed to make it clear that the applicant
           has sufficient resources to effectively conduct its business within the
           requirements of the supervisory regime and that it focuses on the
           proposed activities of the applicant rather than that of the group (if
           part of the group structure); and

7.2        Confirm that details of any situations or events of which the applicant
           is aware which impact or may potentially impact on the applicant in
           any way are included in the application.




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    Services) Regulations 2009 [the ‘Regulations’]




                                                   DECLARATION

[Insert name of applicant] applies for authorisation as a payment institution under Regulation
18(1)(a) of the European Communities (Payment Services) Regulations 2009 on the basis of
information supplied with this application and any additional information supplied to the Central
Bank of Ireland in the course of the application.

I/We acknowledge that the Central Bank of Ireland may disclose information in the performance
of its statutory functions or otherwise as may be specifically authorised by law.

I/We acknowledge that the applicant‟s anti-money laundering controls have been formulated to
comply in full with the requirements of Directives 2005/60/EC and 2006/70/EC and that I/we
shall review and amend these controls in due course and on an ongoing basis to ensure they
comply with:
a) the Irish Criminal Justice (Money Laundering and Terrorist Financing) Act 2010; and
b) all codes of practice applicable to payment institutions, as soon as reasonably practicable
     following their approval by the Minister for Justice.

I/We warrant that I/we have truthfully and fully answered the relevant questions in this form
and disclosed any other information which might reasonably be considered relevant for the
purpose of the application.

I/We warrant and I/we will promptly notify the Central Bank of Ireland of any changes in the
information I/we have provided and supply any other relevant information which may come to
light in the period during which the application is being considered and, the application is
accepted, thereafter.

I/We warrant that I/we are authorised to make this application for authorisation on behalf
[insert name of applicant].

Dated this                              day of                         200

Signed:                                 Position

Signed:                                 Position


For and on behalf of:


(Please print name of the Applicant. At least two directors, including the managing director must
sign the declaration. Original signatures are required.)

 Provisions in this document should not be deleted nor amended in any manner.
Pursuant to Regulation 106 of the Regulations it is an offence to knowingly or
recklessly make a false or misleading statement in an application for authorisation to
operate as a payment institution, or make a false or misleading statement to the
Central Bank of Ireland in relation to the obtaining of an authorisation to operate as a
payment institution, or an approval, waiver or permission from the Central Bank of
Ireland concerning the operation of a payment institution.




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Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
Services) Regulations 2009 [the ‘Regulations’]




                                     APPENDIX 1




                                                                                                Regualtor
                                                                                    Applicant




                                                                                                Financial
                       Qualifying Shareholder Information

      Please complete the relevant section in relation to each
      qualifying shareholder (copy the relevant section where
      necessary if more than one).

      Qualifying Shareholder - Individuals

      Disclose name of Qualifying Shareholder.


      Where a qualifying shareholder is an individual (natural person),
      confirm that he/she has submitted the following:

(a)   Completed Individual Questionnaire;
(b)   Regulatory Status of the individual – that is whether or not the
      individual is regulated, or registered with a regulatory body and if so,
      the name of that body;
(c)   Documentation evidencing the fact that the individual is the registered
      holder of the shares (for example, a certified copy of the share
      register); and
(d)   Written confirmation from the individual that he/she is the beneficial
      owner of the shares.

      Qualifying Shareholder - Company

      Disclose name of Qualifying Shareholder.


      Where a qualifying shareholder is an incorporated entity, confirm that
      the company has submitted the following:

(a)   Description of activities;
(b)   Whether or not the company is regulated and if regulated, by which
      authority;
(c)   Most recent audited accounts if applicable. If not available, most
      recent management accounts should be submitted;
(d)   Details of proposed interaction with the applicant;
(e)   Documentation evidencing the fact that the company is the registered
      holder of the shares, i.e. copy of the share register; and
(f)   Written confirmation that the company is the beneficial owner of the
      shares.

      Qualifying Shareholder - Nominee Company

      Disclose name of Qualifying Shareholder.


      Where a company holds 10% or more of the shares in an applicant on
      behalf of third parties, confirm that the company has submitted the
      following details relating to the proposed nominee holders of the
      shares:

(a)   Documentation evidencing the fact that the nominee is the registered

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      holder of the shares, i.e. certified copy of the share register;
(b)   Documentation evidencing the ownership of the nominee company,
      i.e.certified copy of the share register;
(c)   Audited accounts of the nominee company;
(d)   Identity of the beneficial owner of the shares;
(e)   Details regarding what object is intended to be served by using such a
      nominee company, rather than holding the shares directly; and
(f)   Appropriate declarations in respect of the nominee holding the shares
      in trust for the beneficial owners, including formal confirmation from
      the nominee itself that the relevant declarations of trust remain valid
      and in force.

      Qualifying Shareholder - Trusts

      Disclose name of Qualifying Shareholder.


      Where a qualifying shareholder is a trust, confirm that the trustees
      have submitted the following:

(a)   Documentation evidencing the fact that the trust is the registered
      holder of the shares, i.e. certified copy of the share register;
(b)   Copies of the trust deed and any other documentation constituting the
      trust or relating to the trust in some other way including any
      supplemental or ancillary deeds, documents or agreements or side
      letters;
(c)   Completed Individual Questionnaires for the settlers of the trusts;
(d)   Completed Individual Questionnaires for the trustees of the trusts;
(e)   Completed Individual Questionnaires for the beneficiaries of the trusts
      (including details of age for minors) and those of all persons who are
      within the class of prospective beneficiaries.
(f)   Most recent audited accounts (if available) or other relevant financial
      information in relation to the trusts;
(g)   Reasons for structure;
(h)   A signed undertaking is required to ensure that the requirements of
      the legislation in relation to the qualifying shareholders are met on a
      continuous basis. The undertaking must contain provisions to provide
      the Central Bank of Ireland with
           (a) advance notice of any proposed change in the beneficiaries to
               the trust, the trust deeds, or the trust‟s governing law;
           (b) and must be signed by all Qualifying Shareholders including
               the trustee(s) and the applicant; and
(i)   Legal opinion confirming the validity and efficacy of the undertaking
      as drafted to suit the circumstances of any particular qualifying
      shareholder trust.

      Qualifying Shareholder - Partnership

      Disclose name of Qualifying Shareholder.


      Where a qualifying shareholder is a limited liability partnership („LLP‟),
      confirm that the partners have submitted the following:

(a)   Description of the LLP itself (including names of general and limited
      partners and details of respective roles);
(b)   Description of activities of the LLP;
(c)   Whether or not the LLP is regulated and by which authority;
(d)   Most recent audited accounts if applicable. If not available, most
      recent management accounts;
(e)   Details of proposed interaction with applicant;

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Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
Services) Regulations 2009 [the ‘Regulations’]



(f)   Documentation evidencing the fact that the LLP is the registered
      holder of shares (if this is the case);
(g)   Written confirmation that the LLP is the beneficial owner of the
      shares; and
(h)   A copy of the partnership deed and any relevant agreement between
      the general and limited partners.




                                                                                                Page 33 of 38
      Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
      Services) Regulations 2009 [the ‘Regulations’]




                                                       APPENDIX 2
                                                 Safeguarding Procedures

      Please complete this Appendix in relation to applicant‟s safeguarding procedures (which should be
      included in the applicant‟s Programme of Operations) ensuring that the specific clause references
      from the safeguarding procedures are included herein and submit this completed Appendix with the
      application form. (References herein to „a payment institution‟ and „the payment institution‟ should be
      replaced with the applicant‟s name with specific details to be inserted as to who within the firm will
      undertake the reconciliations.)




                                                                                                                        Central Bank
                                                                             Requirements
                                                                             Safeguarding




                                                                                               Reference2
                                                                                               Document
                                                                             Reference




                                                                                                                        of Ireland
                                                                                                            Applicant
                           Safeguarding Requirements

1.0           Client Funds                                                   3.1
1.1           A payment institution will safeguard all client funds          3.1.2
              and prevent the use of client funds for the payment
              institution‟s own account.

1.2           Where a payment institution receives funds from the            3.1.3
              public in respect of non-payment service it is only
              required to safeguard those funds received in respect
              of payment services.

1.3           Where a payment institution does not know the exact            3.1.4
              portion of the funds to be used for payment services
              and that to be used for non-payment services it will
              make a reasonable estimate of the portion of the
              funds to be used for payment services. Such an
              estimate should be based on historical data and a
              payment institution should be in a position to justify
              its estimate accordingly.

1.4           A payment institution will safeguard client funds              3.1.5
              either by:
      (a)     Ensuring such funds shall not at any time be                           (a)
              comingled with the funds of any natural or legal
              person other than payment service users on whose
              behalf the funds are held and ensuring such funds are
              insulated against the claims of other creditors of the
              payment institution in the event of an insolvency; or
      (b)     Ensuring such funds are covered by an insurance                        (b)
              policy or comparable guarantee from an insurance
              company or a credit institution which does not belong
              to the same group as the payment institution itself for
              an amount equivalent to that which would have been
              segregated in the absence of the insurance policy or
              comparable guarantee and payable in the event that

      2
          Insert clause number of Business Plan or the Programme of Operations (as required)
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      Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
      Services) Regulations 2009 [the ‘Regulations’]



            the payment institution is unable to meet its financial
            obligations.

2.0         General Requirements                                         3.2

2.1         A payment institution will exercise due skill, care          3.2.1
            and diligence in the selection and periodic review of a
            credit institution or custodian or insurer used to
            safeguard client funds and will take into account the
            expertise and market reputation of the entity and any
            legal or regulatory requirements or market practices
            that could adversely affect payment service users‟
            rights

2.2         Additionally a payment institution that holds client         3.2.2
            funds will:
      (a)   keep such records and accounts as are necessary to                   (a)
            enable them at any time and without delay to
            distinguish funds held for one client from funds held
            for any other client and from the funds of the
            payment institution;
      (b)   maintain their records and accounts in such a way                    (b)
            that ensures their accuracy and in particular their
            correspondence to the funds held for clients.

2.3         The receipt of funds from a client by way of cheque or       3.2.3
            other payable order becomes client funds upon
            receipt of that cheque or other payable order by the
            payment institution.

2.4         Where a payment institution passes client funds to           3.2.4
            another person in the course of carrying on its
            activities the payment institution will inform that
            person that the funds are client funds.

3.0         Segregation of client assets                                 3.3
3.1         Where the client funds have not yet been delivered to        3.3.1
            the another payment service provider by the end of
            the business day following the day the funds were
            received the payment institution will deposit these
            funds in a separate account in a credit institution
            opened for this purpose or invest in secure, liquid,
            low-risk assets.

3.2         A payment institution must apply to the Financial            3.3.3
            Regulator for approval to invest in other liquid, low-
            risk assets setting out full details of the proposed
            assets and why it considers them to be secure, liquid
            and low-risk. A payment institution must not invest in
            such assets until such time as the Central Bank of
            Ireland has approved the investment.

3.3         The funds must be lodged in the currency of receipt          3.3.4
            unless the payment institution has no client account
            denominated in that currency and it would be unduly
            burdensome for it to open such an account in which
            case the payment institution may convert the funds
            and hold them in a client account in a different
            currency.

3.4         Additionally a payment institution that safeguards           3.3.5
            client funds through the segregation of such funds

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      Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
      Services) Regulations 2009 [the ‘Regulations’]



            will:
      (a)   conduct, on a regular basis, reconciliations between                 (a)
            their internal accounts and records and those of any
            third parties with whom assets are held as set out in
            3.5 below;
      (b)   promptly notify the Central Bank of Ireland in writing               (b)
            of
            differences identified during the reconciliation that are
            material or recurrent in nature;
      (c)   take the necessary steps to ensure that client funds                 (c)
            deposited in a credit institution or bank authorised in
            a third country, in accordance with these
            requirements are held in an account or accounts
            identified separately from any account used to hold
            funds belonging to the payment institution;
      (d)   ensure that the designation on a client account held                 (d)
            with a credit institution or a custodian sufficiently
            distinguishes the funds held in these accounts from
            funds belonging to the payment institution; and
      (e)   promptly lodge all client funds held by the payment                  (e)
            institution to the client account.

3.5         A payment institution shall pay its own funds into a         3.3.6
            client account if required to do so by the Central Bank
            of Ireland.

4.0         Insurance Policy                                             3.4

4.1         Where a payment institution uses an insurance                3.4.1
            contract or comparable guarantee to safeguard client
            funds it will ensure that:
      (a)   All relevant funds are covered by the insurance policy               (a)
            or other comparable guarantee from an insurance
            company or a credit institution;
      (b)   The relevant insurance company or credit institution                 (b)
            does not belong to the same group as the payment
            institution itself;
      (c)   The amount covered by the insurance policy or                        (c)
            comparable guarantee is that which would have been
            segregated in the absence of the policy or guarantee;
            and
      (d)   The proceeds of the insurance policy or guarantee are                (d)
            payable in the event that the payment institution is
            unable to meet its financial obligations.

4.2         The payment institution will ensure that where the           3.4.2
            proceeds of the insurance policy or guarantee are due
            and payable they are received into a separate client
            account clearly identified for this purpose.

5.0         Reconciliations                                              3.5
5.1         A payment institution must as often as necessary to          3.5.1
            ensure the accuracy of its records carry out an
            internal reconciliation of all records and accounts of
            entitlements of payment service users with the
            records and accounts of amounts safeguarded.

5.2         A payment institution will carry out a reconciliation        3.5.2
            of its internal records of amounts held for payment
            service users with third party statements of client
            funds held. This reconciliation will be performed daily
            by the end of the following business day.
                                                                                                      Page 36 of 38
      Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
      Services) Regulations 2009 [the ‘Regulations’]




5.3        In order to complete the reconciliation a payment             3.5.3
           institution will reconcile the balance on each client
           account as recorded by the payment institution with
           the balance on that account as set out in the
           statement or similar document issued by the relevant
           party.

5.4        Where such reconciliations are carried out                    3.5.4
           electronically a payment institution will retain a hard
           copy of the reconciliation.

5.5        A payment institution will maintain a hard copy of            3.5.5
           all differences corrected unless they arise solely as a
           result of identified differences in timing.

5.6        Where differences other than timing differences are           3.5.6
           identified they should be corrected as soon as
           possible. The payment institution will notify the
           Central Bank of Ireland in writing within one business
           day of the completion of the reconciliation of any
           differences which are material or recurrent in nature.

6.0        Failure to perform reconciliations                            3.6
6.1        A payment institution will notify the Financial               3.6.1
           Regulator immediately where it has been unable or
           has failed to perform the reconciliation within the
           timeframe permitted.

7.0        When funds cease to be client funds                           3.7
7.1        Funds cease to be client funds when the cheque or             3.7.1
           other payable order is presented and paid by the
           eligible credit institution.




                                                                                                      Page 37 of 38
Application for Authorisation as a Payment Institution under Regulation 18 of the European Communities (Payment
Services) Regulations 2009 [the ‘Regulations’]




   T +353 1 224 6000        F +353 1 671 6561      www.centralbank.ie       authorisation@centralbank.ie




                                       Bosca OP 559, Sráid an Dáma, Baile Átha Cliath 2, Éire
                                       PO. Box No 559, Dame Street, Dublin 2, Ireland
                                                                                                Page 38 of 38

				
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