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Credit institutions, finance companies and investment firms other than portfolio management companies

Changes requiring prior autorisation and changes that must be reported

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If there are changes to the particulars taken into consideration when licensing a credit institution, finance company or an investment firm other than a portfolio management company, the Autorité de contrôle prudentiel et de résolution (ACPR) must be informed of this. In some cases, it will be necessary to obtain prior authorisation by mailing the ACPR General Secretariat a detailed application signed by a person effectively running the undertaking.

For changes to the type of banking transactions, investment services or financial instruments, the relevant information is contained in the Licensing, authorisation and registration section.

Changes requiring prior authorisation

Legal form
Your institution wishes to modify its legal form: you must apply for prior authorisation from the ACPR.

Stages in the procedure

  • Before making the change, send a letter signed by a person effectively running the undertaking to the Authorisation Directorate, stating:
    • the current legal form;
    • the proposed change and the draft amended articles of association;
    • the reasons for the change;
    • the timetable for completing the project.
  • Following a review, your application will be submitted to the ACPR, which will make a decision on the proposed change and inform the institution of its decision.
  • Once the change is effective, please send the Authorisation Directorate the documents evidencing that the change has taken place, and notably the minutes of the extraordinary general meeting that voted on the change, along with the undertaking’s new articles of association and a copy of the announcement published in a legal gazette.

Corporate name and trading name

Credit institutions, finance companies and investment firms other than portfolio management companies must obtain prior authorisation from the ACPR before changing their corporate name. The same applies to changing a trading name.

Stages in the procedure

  • Send an application for authorisation to change the corporate name or trading name, signed by a person effectively running the undertaking, to the Authorisation Directorate.
  • Your application will be submitted to the ACPR, which will make a decision on the proposed change and inform you of its decision.
  • Once the change is effective, send the Authorisation Directorate a letter confirming the date of the change and its compliance with the authorisation issued by the ACPR.
  • Provide supporting documentation as soon as possible, namely:
    • a copy of the minutes of the meeting by the competent body approving the change;
    • the duly amended articles of association;
    • a copy of the Kbis certificate of incorporation;
    • a copy of the announcement published in a legal gazette.

Named partners and limited partners
If you wish to change the composition of the board of a Société en nom collectif (general partnership) or the identity of the general partners in Société en commandite par actions (limited partnership with share capital), you must apply for prior authorisation from the competent authority.

Stages in preparing your application

  • Mail in a detailed application signed by a person effectively running the undertaking to the Authorisation Directorate, explaining the reasons for the change, accompanied by:
    • the capital contributors questionnaire filled out by the proposed new partner;
    • a letter to the ACPR Chairman on the acquisition of interest in the undertaking’s capital filled out and signed by the proposed new partner;
  • Provide the draft resolutions that will be put to the general meeting of partners.

The application must be sent to the Authorisation Directorate, which may request additional clarification or documentation depending on the specifics of the project.

Once the application has been reviewed

  • The request will be examined by the competent authority, which will notify you of its decision.
  • Once the change is effective, the institution must send the Authorisation Directorate all supporting documentation, including the minutes of the general meeting and the new articles of association.

Time allotted for reviewing applications subject to prior authorisation

The competent authority has three months to come to a decision from receipt of an application containing all the information needed to understand the reasons, objectives and effects of the proposed change.

Changes that must be reported

Changes that must be reported one month before being carried out

Investment firms that are planning to hold funds belonging to their clients must disclose this to the ACPR at least one month ahead of time. The disclosure shall specify the planned internal control and ringfencing measures in this regard.

Changes that must be reported as soon as they are carried out

  • Introduction or removal of a stipulation in the articles of association of a limited company concerning organisation of the powers of the management board and the supervisory board.
  • Affiliation or withdrawal of affiliation with a central body. The central body must notify any withdrawal of affiliated institution or company status to the ACPR, which will issue a decision on the licence of the institution or company in question.

Changes that must be reported no more than one month after being carried out

All institutions:

  • Change to the capital amount of fixed-capital companies; any reduction in share capital not attributable to losses must be authorised by the competent authority under its prudential supervisory powers if this leads to a reduction in own funds.
  • Change to the rules for calculating voting rights.
  • Change to the address of the registered office.
  • Composition of the board of directors or supervisory board of reporting entities other than credit institutions affiliated with a central body.
  • Signature or amendment of any agreement on voting rights or the appointment of senior managers between partners or shareholders.
  • Adoption or amendment of stipulations introduced pursuant to Article L.233-7 of the Commercial Code.

Reporting procedures

You must send the Authorisation Directorate a letter signed by a person effectively running the undertaking reporting the change and providing, where necessary, details of the changes made along with any requisite supporting documents.

Updated on: 03/19/2019 15:39