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Panama Bank License Application

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					GUIDE FOR FILING PANAMA BANK LICENSE APPLICATIONS

Applications for Bank Licenses from the Superintendency of Banks shall be filed
with the Superintendent of Banks through a two (2) step process. However,
Corporations already registered and authorized may proceed directly to the
second step, provided that they comply, at such time, with all applicable
requirements.

1. STEP ONE: TEMPORARY PERMIT

The formal consideration on the part of the Superintendent of Banks of a
Temporary Permit application, requires filing of a Petition requesting a
Temporary Permit from the Superintendent of Banks for the sole purpose of
registering with the Public Registry any documents pertaining to the organization
or authorization of the corporation under national or foreign Laws applicable to
its organization. The application shall indicate the type of License being applied
for: General, International or Representative. The application shall be
accompanied by the following documentation:

POWER-OF-ATTORNEY.
The applicant shall file the petition through a Lawyer or a Law Firm authorized to
render legal services in the Republic of Panama.

2. ARTICLES OF INCORPORATION:

a) In the case of corporations to be organized under domestic law: minutes of
the applicant’s articles of incorporation and By-Laws, if any.

b) In the case of corporations organized under foreign law: legalized copy of the
deed containing the applicant’s articles of incorporation and by-Laws, if any.

3. AUTHORIZATION BY THE BOARD OF DIRECTORS:

Minutes, extract of minutes or Secretary’s certificate of the Meeting of the Board
of Directors of the applicant or of its financial promoter attesting to its financial
support, its authorization to exercise the banking business, as well as the
allotment or investment of capital required to exercise banking activities in
Panama.

4. CERTIFICATION BY HOME SUPERVISORS (MONETARY, SUPERVISORY
OR REGULATORY):

Certification issued by the authorities of the country of origin of the applicant or
its promoter noting that it is duly registered and authorized to exercise the
banking business in that country, as well as its authorization to conduct the
banking business in or from Panama or establish a Representative Office in
Panama (Article 23).

In case the applicant operates as a bank in its country of origin, or if the
applicant is part of a financial conglomerate which includes banks operating in its
country of origin, the Superintendency of Banks may require a certification by the
foreign Banking Supervisory Entity of such country, indicating that such entity will
carry out a consolidated cross border supervision of the applicant if the Banking
License is granted in Panama.

5. PARTICULARS OF THE APPLICANT OR ITS PROMOTER, AND ITS
SHAREHOLDERS:

Detailed and accurate information as to domicile, address, nationality (national
identity document and/or passport) and qualifications of the applicant, its
shareholders or promoter, and its Directors and Officers, as well as stock
ownership by its Directors and Officers.

If the shares of the applicant or its promoter are constantly traded in the Stock
Exchange, the information required shall apply to the five (5) shareholders with
the largest number of shares.

6. RESUMES OF THE PERSONS RESPONSIBLE FOR THE BANK:

Resumes of the officers, directors, executives and administrators responsible for
the banking office in Panama, including banking, commercial and personal
references, indicating their source, in order to confirm these or to request
additional information.

7. ECONOMIC GROUP:

The applicant and/or promoter shall provide information about the Economic
Group to which it belongs, particularly any corporation having control over the
applicant and/or its promoter, its components, track record; family relation,
property, control or management; directors, officers and responsible personnel
they may have in common.

8. CAPITAL:

The applicant shall submit evidence that it has the minimum initial capital
required for a Bank to operate in Panama, to wit, Three Million Balboas
(B/.3,000,000.00) if it is applying for an International License, and Ten Million
Balboas (B/.10,000,000.00) if it is applying for a General License. The capital
destined for the subsidiary in Panama shall be made up of additional capital
funds provided by the Head Office, and separated from the capital of its Head
Office. (Articles 33 and 42).
9. CAPITAL DISTRIBUTION:

Percentage of the applicant’s or its promoter’s participation in the paid-up capital
of the office to be established.

10. LEGAL REPRESENTATION:

a) In the case of banks organized under foreign law: names of the persons
designated as the Bank’s General Attorneys-in-Fact, all of whom shall be
residents of Panama and at least one of whom shall be a Panamanian citizen
(Article 37).

b) In the case of banks organized under Panamanian Laws: name of the person
who will act as Legal Representative of the bank to be established, as
designated in the respective Articles of Incorporation.

11. BALANCE        STATEMENT         AUDITED      BY    CPA    AND     FINANCIAL
STATEMENTS:

Balance Statement of the applicant and/or its promoter dated no less than ninety
(90) days prior to the application. Comparative audited Financial Statements for
the two last years, accompanied by reports on portfolio classification and
maturity structure of assets and liabilities, as well as the applicant’s or its
promoter’s position in the market of origin, according to major financial indicators
(total assets, portfolio, deposits and equity) and its most recent rating by its
supervising authority.

12. REGISTRATION AND AUTHORIZATION OF AUDITORS:

Certification by the Technical Board of the Ministry of Commerce & Industries of
the Republic of Panama or the appropriate foreign authority noting that the CPA
firm auditing the applicant’s and/or its promoter’s Financial Statements is duly
authorized to exercise said profession.

13. REPORTS BY INTERNATIONAL RATING AGENCIES:

Information available on recent ratings of the applicant or promoter, or the
Financial Group by Rating Agencies, according to internationally recognized
rating standards.

14. YEARBOOK AND OTHER PUBLICATIONS:

Most recent Yearbooks and other publications containing information about the
applicant and/or its promoter, or the Financial Group to which they belong, their
organization, changes in corporate name, mergers or consolidations, operation
turnover, domestic and foreign banking offices (subsidiaries, branches,
representative offices and agencies), relations with other financial institutions,
and general information on business results, as well as profit, growth and risk
indicators for assets, liabilities and equity.

15. PROPOSED ACTIVITIES TO BE DEVELOPED/BUSINESS PLAN:

Description of the plans the applicant intends to develop (short, medium and
long-term objectives) once the License is granted, indicating the Bank’s
likelihood of success and its contribution to the Panamanian economy. (Article
33).

16. FEASIBILITY STUDY:

Financial projections of the applicant, and projected organizational functions and
anticipated income-yield capacity of the bank.

17. PUBLICATION OF NOTICE:

Within fifteen (15) days after filing the application, a notice shall be published
during three (3) working days in a newspaper of national circulation containing
the following information:

a. Name of License applicant.

b. Name of applicant’s directors and officers.

c. Applicant’s business background.

d. Names and national identity card numbers or passport numbers of the Bank’s
directors, officers and executive officers, including their titles.

18. OPPOSITION TO OBJECTIONS:

Should any objections from the general public be filed within fifteen (15) days
following the date of the last publication referred to above, the applicant shall be
entitled to refuting the same within fifteen (15) days after the objections are
served.

19. PUBLIC REVIEW OF FINANCIAL STATEMENTS:

The applicant’s audited Financial Statements shall be available for review by the
public at the Superintendency of Banks’ offices. (Article 36).

Remarks

1. Once the documentation and information required is reviewed and assessed
by the Superintendency, a Temporary Permit shall be issued in order to notarize
and register in the Public Registry the Articles of Incorporation of the new
corporation or those of the foreign corporation, as the case may be. A decision
shall be made within ninety (90) days after filing the complete application.

2. The Temporary Permit is granted for ninety (90) days.

II. STEP TWO: FINAL LICENSE

Formal consideration on the part of the Superintendent of Banks of license
applications shall require the filing of a Petition requesting the appropriate
BANKING LICENSE, according to the type of operations to be conducted. Said
application shall be made within ninety (90) days following the granting of the
TEMPORARY PERMIT.

The application shall be accompanied by the following:

1. Copy of a duly registered Public Deed containing the applicant’s charter or
authorization, as the case may be.

2. Evidence that the capital has been duly paid or allotted, in accordance with
applicable legal requirements.

3. In the case of Banks applying for International License, certification issued by
the Banco Nacional de Panamá indicating that a restricted deposit has been
made to the order of the Superintendency of Banks in the amount of
B/.250,000.00. (Article 42).

4. Any additional information required by the Superintendency.

Remarks

1. The Superintendent of Banks shall be charged with discretion to assess the
documentation submitted and adopt a warranted decision approving or denying
the License.

2. Once a decision is made regarding the International License application, the
Superintendent of Banks shall suspend any temporary restrictions on funds
deposited with Banco Nacional de Panamá (BNP). In the case of International
Banking Licenses, B/.250,000.00 of this deposit shall be kept with BNP to set up
a Guarantee in favor of the Superintendency of Banks, as established by Article
42 of Decree Law 9 of 1998.

3. Applicants obtaining a Representative License shall only be authorized to
operate REPRESENTATIVE OFFICES whose activities shall be limited to
contacting third parties interested in carrying out operations with the Head Office.
These offices shall require a Representative, in addition to the two (2) Attorneys
required under Article 37 of Decree Law 9 of 1998. Representative Offices are
not authorized to carry out any kind of operations from or within Panama.

The use of the corporate name of the Head Office represented by the
Representative Office shall always be accompanied by the expression
"Representative Office."

4. Petitions filed shall bear any revenue stamps required by Law.

5. Documents executed abroad shall be legalized by the appropriate
Panamanian authorities (Panamanian Consulate in the relevant country or by
means of Apostille), and those executed in English or any other foreign language
shall be accompanied by appropriate translation into Spanish by an Authorized
Public Translator.

6. According to the 2001 Schedule of Attorney Fees approved by the Panama
Supreme Court, attorney fees for a handling a banking license application are of
US$25,000.

7. Any figures expressed in currencies other than Balboas or U.S. Dollars shall
quote the exchange rate and equivalent amount in Balboas or U.S. Dollars.




                        LOMBARDI AGUILAR GROUP
                        Incorporation and Management of Companies, Trusts and Foundations,
                        Immigration, Real Estate, Tax, E-Commerce and Intellectual Property Law.

                        Tel: +507 340-6444 / 6445 Fax: +507 340-6446 / 270-2521      Mobile: +507
                        6638-8707
                        Email: aaguilar @ nysbar.com Y!Messenger/Skype aguilara_5389
                        Airmail address: P.O.Box 0831-01110, Panama 0831, Panama
                        Courier address: 47 & Aquilino de la Guardia St., Ocean Business Plaza,
                        Panama City, Panama

                        For more information go to: http://www.laglex.com

				
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Description: Guide for Panama Bank License Application