BANKS AND SAVINGS
HOUSES ACT
GENERAL PROVISIONS
Article 1
This Act regulates
the founding and operation of banks and savings houses and the terms and
procedures of pre-rehabilitation, rehabilitation, bankruptcy and liquidation of
banks and savings houses.
Article 2
Banks and savings
houses are legal entities that operate independently for the purpose of
realizing profits, on the principles of liquidity, security and profitability.
Banks and savings
houses are the possessors of rights, duties and liabilities concerning legal
transactions of assets and properties placed at their disposal.
Banks and savings
houses independently determine the methods and forms of their internal
organization, association and operation according to the market conditions and
the realization of profits in compliance with this and other laws.
I. BANKS
1.Founding of Banks
Article 3
A bank may be founded
for the purpose of deposit, loan and other bank operations in compliance with
the provisions of this Act.
A bank may be engaged
in banking operations abroad under the terms set by law.
Article 4
A bank is founded as
a stock company under the terms set by this Act.
Article 5
A bank may be founded
by domestic and foreign legal entities and physical persons (hereinafter: bank
founders).
A foreign bank may
found a branch office that will have the status of a legal entity or a
representative office that will not be granted the status of a legal entity.
The representative
office stipulated under paragraph 2 of this article can not engage in banking
activities.
Article 6
A bank
founder can not be an individual:
- against whom criminal
charges have been brought;
-against whom bankruptcy proceedings have been initiated;
-convicted of criminal offenses against property; and
-convicted of serious economic crimes in the field of finances.
Article 7
A bank is founded by
adopting a decision of establishment and by investing funds in the founding
capital of the bank (hereinafter: founding capital).
The founding capital
of a bank consists of the capital investments of the founders deposited in
pecuniary and non-pecuniary form.
Additional and
subsequent capital investments are also considered as founding capital.
The decision for
founding a bank or foreign branch bank defines the total amount of funds
required for the founding and operation of a bank or foreign branch bank, which
can not be lower than the denar counter value of DM 3.000.000 for a bank or DM
1.000.000 for a foreign bank branch at the exchange rate of the National Bank
of the Republic of Macedonia (hereinafter: National Bank) on the date of
payment.
Article 8
When founding a bank, the share of each founder may
not exceed 20'-. of the founding capital of the bank in money assets with the
right to bank management.
With the exception of paragraph 1 of this article,
when a bank is founded by two or more domestic or foreign banks, the bank
founders determine their share in the founding capital.
When deciding on the issuance of a license for the
founding of a bank, as stipulated under paragraph 2 of this article, the
National Bank attends to optimal shares in the founding capital.
Article 9
The Board of Bank Founders is constituted by
the bank founders.
The Board of Bank Founders prepares: a proposal of
the decision for the founding of the bank, a proposal of the bank statute, a
proposal for the election of the management board members, a proposal for the
appointment of an executive body of the bank, designates the persons and bodies
that will operate the bank until it's founding, drafts business policy acts and
summons the founding assembly of the bank.
The summoning of the founding assembly of the bank
and the conditions for participation in the bank founding are published under
the terms and conditions defined in the proposal of the decision for the
founding of the bank.
Article 10
The bank founding decision is adopted at the
founders assembly, having obtained the founding and operation license from the
National Bank, within a period of 30 days.
The founders assembly adopts the statute of the
bank, elects the managing and supervisory boards, appoints the executive body
and passes the business policy regulations of the bank.
The regulations stipulated under paragraphs 1 and 2
of this article are passed at the founders assembly by a two-third majority
vote of the founders.
The bank founders participate in the proceedings of
the founders 4
assembly through their representatives.
Article 11
The decision on the founding of the bank determines:
1.the name and
headquarters of the bank;
2.the type of banking
operations performed by the bank;
3.the total founding capital
in pecuniary and non-pecuniary form and the share of each founder in that
capital;
4.the names and headquarters
of the bank founders;
5.the term in which the
founders are obliged to deposit funds in the founding capital and the term in
which the founders are obliged to transfer the title of the non-pecuniary
assets to the bank;
6.the rights, duties
and liabilities of the founders;
7.the conditions for
acquisition and termination of the rights of the founders;
8.the standards for
distribution of profits, bearing of risks, coverage of losses and the measures
and responsibilities of the bodies that insure the liquidity of the bank;
9.the guarantee on
the savings deposits;
10.the procedures for
the resolution of statutory changes in the bank;
ii.the procedures of
settling disputes among the bank founders;
12.the conditions for
termination of the bank should no economic interests exist for resuming the operation
of the bank; and
13.the procedures and
mutual relations among the bank founders in cases of statutory changes in the
bank.
Article 12
The statute of the
bank determines:
1.the name and headquarters
of the bank;
2.the organization and operation
of the bank;
3.the type of activities to
be performed by the bank;
4.the total founding
capital, the type and amount of deposits of each founder, the terms and modes
of payment and the registration of deposits;
·the conditions and
modes of increasing the founding capital and bank reserves, and the procedure
for the transfer of securities acquired by the founders for their permanent
deposits in the bank;
6.the distribution
and allocation of profits, the bearing of risks and covering losses of the
bank;
7.the management of
the bank, the formation of the assembly, managing board and supervisory board,
their composition and authority;
B.the
responsibilities and authorizations of the executive body of the bank and of
other empowered employees and the procedures of their appointment and
discharge;
9.the rules of internal
supervision and audit of the bank;
10.the operation and the
termination of the bank;
ii.the procedure of passing,
amending and annexing the statute and other by-laws of the bank; and
12.other organizational
issues related to the operation of the bank.
Article 13
A bank acquires the status of a legal entity
after it has been
entered in the court register.
The application for entry in the court
register is submitted within
15 days from the date the bank founding
decision has been passed.
The following documents are enclosed with the
application for entry in the court register:
1.the bank founding
decision;
2.the statute of the
bank;
3.the license issued
by the National Bank;
4.proof of payment
effected to the suspense account of the institution in charge of payment
operations in favor of the founding capital, i.e., proof of foreign currency
payment effected by the foreign legal entity or physical person to the special
account of the National Bank;
5.proof that the bank
founders have transferred the title of the non-pecuniary assets to the founding
capital of the bank;
6.other documents in
compliance with the regulations for entry in the court register.
Sections of the bank are also entered in the court
register in compliance with the regulations for entry in the court register.
Article 14
Following the entry in the court register, the bank is
obliged to submit a copy of the verified registry application to the National
Bank.
1.2Founding
and Operation License and Statutory Change License
Article 15
Applications for the issuance of licenses for
founding and operation, for statutory changes in the bank and for founding and
operation of a foreign branch bank, are submitted to the National Bank.
The statutory changes stipulated under paragraph 1
of this article imply to bank mergers, acquisitions and break-ups.
The applications under paragraph 1 of this article
include:
1.drafts of the founding
decision and bank statute;
2.a draft of the decision on
statutory changes;
3.an outline of the
activities to be undertaken by the bank in the next two years;
4.figures on the amount of
the founding capital;
5.data on the solvency of
the founders and their capital and management relations, data on the legal
entities, i.e., family relations of the physical persons;
6.a statement that
the founders shall effect payment to the suspense account of the institution in
charge of payment operations in favor of the founding capital, i.e., to the
special account of the National Bank;
7.a statement that
the bank founders shall transfer the title of the non-pecuniary assets to the
founding capital of the bank;
8.a draft of the decision on
the first issuance of bank shares;
9.information on the
individuals who will manage the bank and their professional bank management
qualifications;
10.documents verifying that
the personnel, technical and organizational set up of the bank are adept to
conduct the activities stipulated in the bank founding act; and
ii.other documents
designated by the National Bank.
The application of
the foreign bank for the founding and operation license of a branch bank in the
Republic of Macedonia includes:
1.data on the legal
set up and headquarters of the parent bank and it's statute or internal
regulations;
2.data on the banking
operations performed by the foreign bank and the locations where the operations
are effected;
3.the three preceding
annual reports of the parent bank and the last auditing report prepared by an
authorized auditor;
4.an outline of the
activities that the branch will be engaged in;
5.the amount of capital at
the disposal of the branch bank;
6.information on the
individuals who will manage the branch bank and their professional bank
management qualifications; and
7.a regulation on the
mutual relations between the parent bank and the branch bank.
The Governor of the National Bank brings a decision
within 60 days pertaining to the application under paragraph 1 of this article.
Article 16
The Governor of the National Bank determines whether
the conditions for founding and operation of a bank, i.e., a foreign branch
bank and for statutory changes in a bank have been met, and decides on the
issuing of a limited or unlimited operation license.
The license for limited operations permits certain
banking activities under the terms and standards assigned by the National Bank.
In cases when conditions have not been met regarding
the founding, operation and statutory changes, the Governor of the National
Bank shall bring a decision rejecting the license application.
Complaints may be filed with the council of the
National Bank against the decision stipulated under paragraph 3 of this
article.
1.3License Revoking
Article 17
The Governor of the National Bank shall revoke the operation
license of a bank by way of decision, should the following be determined:
- that the operation license has been obtained on
the basis of false data;
- that the bank failed to submit an application for
entry in the court register within the specified period;
- that the bank failed to
commence operation within six months
following the issuance of
the license;
- that the bank does not perform activities
according to the issued license and the provisions of this Act;
- that the pecuniary share of the founding
capital is less than the share prescribed by this Act;
- that the bank does not fulfill the
requirements for further operation; and
- that the bank has discontinued it's operation
unjustly.
Complaints may be filed with the council of
the National Bank against the decision stipulated under paragraph 1 of this
article.
The license revoking decision initiates the
liquidation procedure of the bank.
1.4 Applying for Approval and Reporting to the
National Bank
Article 18
The Governor of the National Bank grants
approval of:
1.amendments in the
bank statute;
2.replacements in the
executive body of the bank;
3.the founding of a
bank and the opening of a branch bank or representative office abroad;
4.the opening of an office
of a foreign bank;
5.the acquisition of over
25% of the shares and the management rights of each founder, i.e., each
shareholder; and
6. changes in the name and headquarters of the
bank.
The Governor of the National Bank is obliged
to decide on the application for approval, stipulated under paragraph 1 of this
article, within 30 days from the submission date of the application.
Should the Governor of the National Bank fail
to bring a decision within the period stipulated under paragraph 2 of this
article, it
shall be considered
that the bank has been granted approval.
Should the Governor of the National Bank reject the
application for approval stipulated under paragraph 1 of this article, the bank
may file a complaint with the council of the National Bank.
Article 19
The bank is obliged to notify the National
Bank of:
1.increases in the
founding capital of the bank, i.e., of new issues of shares;
2.other equity investments
of the bank in the country;
3.approval of large and
maximum loans;
4.insolvency occurrences in
the bank;
5.daily statements of the
foreign currency status;
6.the acquisition of
over 20'-. of the shares and the management rights of each founder i.e., each
shareholder in the bank;
7.the opening of a
branch or a representative office in the country; and
8.
structural changes within the bank.
The bank is obliged to notify the National Bank of
instances stipulated under paragraph 1 of this article within 5 days from their
occurrence.
2.Operation of the
Bank
2.1Guarantee Capital
and Special Bank Reserves
Article 20
The bank is obliged to dispose of guarantee capital
and conform its operation to the provisions of this act and to the standards prescribed
by the National Bank in order to protect the obligations towards it's
creditors.
Article 21
The guarantee capital of the bank consists of:
- funds deposited in the founding capital;
- reserves; and
-other types of founding capital and additional
sources which unrestrictedly cover business risks and losses of the bank.
The different types
of guarantee capital and their proportion within the guarantee capital are
specified by the National Bank.
Article 22
Bank reserves are
accumulated in order to cover the risks of operation.
Bank reserves are
accumulated from the portion of the profits which the bank earns through it's
operation, based on the decision adopted by the bank's assembly.
Bank reserves are
funds belonging to the bank and are used for writing off unrecovered claims,
covering operation losses and other risks.
Article 23
Banks are obliged to
set up special reserves in order to cover potential losses resulting from
unsafe investments and respective off-balance items with a certain degree of
collectability, as well as the open foreign exchange position of the bank.
The National Bank
designates the amount and the formation process of the special reserve
stipulated under paragraph 1 of this article, depending on the degree of
collectability of unsafe investments and off-balance items and on the open
foreign exchange position.
2.2
Investments of the Bank
Article 24
The bank is obliged to
adjust it's operation so that the total amount of assets and off-balance
asset-like items are classified and weighed according to their level of risk
and are not to exceed 16 times the amount of the bank's guarantee capital.
The bank is obliged to enforce the provisions of
this Act pertaining to large and maximum loans given to a single loan applicant,
the provisions regarding the total amount of all loans, other claims and
guarantees per loan applicant, and the provisions regarding the amounts of
large and maximum loans.
Under this Act, a large loan refers to a single loan
or other single claims or guarantees granted to a single loan applicant,
ranging from 10'-. to 15'i of the bank's guarantee capital.
Under this Act, the maximum loan granted to a single
loan applicant is the loan stipulated under paragraph 3 of this article, which
may be up to 20'i of the bank's guarantee capital.
The total amount of all loans, claims and guarantees
granted to a single loan applicant may not exceed 30'-. of the bank's guarantee
capital.
The total amount of all large and maximum loans may
not exceed the guarantee capital of the bank.
The conditions for the enforcement of the provisions
of this article are prescribed by the National Bank.
Article 25
The National Bank is obliged to provide information
on large and maximum loans granted to loan applicants at the request of a
particular bank. The provided
information is considered as confidential.
Article 26
The property of the bank in land, buildings,
equipment and the capital investments into other banks and non-banking
organizations may not exceed the bank's guarantee capital.
The land property, buildings and equity holdings in
non-banking organizations acquired by the bank on the basis of unrecovered
claims do not comprise the guarantee capital the first three years
upon their
acquisition.
Article 27
The bank may approve a loan and guarantee to a f
ounder, i. e. , shareholder within a 10'-. range of the bank's guarantee
capital based on the decision of the loan approval body and a prior opinion
from the supervisory board of the bank.
The bank may approve a loan and guarantee to
executive officers or other empowered bank employees, members of the managing
and supervisory board and other bodies, that is not to exceed 3-. of the bank's
guarantee capital following the procedure stipulated under paragraph 1 of this
article.
The total amount of the loans and guarantees
stipulated under paragraphs 1 and 2 of this article may not exceed the bank's
guarantee capital.
The interest rates and the loan repayment procedure
are specified in the loan approval decision stipulated under paragraphs 1 and 2
of this article.
2.3Bank Solvency and
Liquidity and Open Foreign Exchange Position
Article 28
The bank is obliged
to maintain it's solvency and liquidity.
Article 29
Solvency is the ability of the bank to fulfill it's
commitments promptly and in long-term in addition to retaining it's efficiency
in the regular operations.
Article 30
The National Bank assigns the obligations regarding
the solvency maintenance and undertakes measures against insolvent banks.
Article 31
Liquidity is the ability of the bank to convert it's assets into cash quickly
and without losses, allowing prompt and short term fulfillment of the bank's
commitments.
Article 32
The bank becomes illiquid should it fail to settle
outstanding commitments domestically and abroad or if other legal entities or
the Republic of Macedonia settle the commitments on a guarantee basis.
Article 33
An illiquid bank is forbidden to effect payment from
the transfer account, to approve loans, to open letters of credit and to grant
guarantees.
The shareholders of the bank and their clients can
not dispose of their funds in the illiquid bank.
With the exception of paragraphs 1 and 2 of this
article, an illiquid bank may effect payment against savings deposits and
civilian's open accounts within the level of the guarantee and effect payment
for which a guarantee has been fulfilled.
Article 34
The National Bank prescribes the obligations pertaining
to the maintenance of the liquidity of the bank and undertakes measures against
an illiquid bank.
Article 35
An open foreign exchange position represents the
balance between the assets and liabilities made out to foreign payment funds.
The National Bank determines the computation
procedure for open foreign exchange positions and the relation between the open
foreign exchange position and the guarantee capital.
2.4 Bank Activities
Article 36
The bank may operate in it's name and on it's behalf, in it's name and on
behalf of others and in the name and on behalf of others.
Article 37
The bank may perform the following activities:
1)accept all kinds of money deposits from legal entities and physical
persons;
2)grant and take loans;
3)foreign exchange and foreign currency operations;
4)purchase of bills of exchange and checks;
5)issuance of securities;
6)issuance of credit cards;
7)safekeeping and managing securities and precious metal objects and
other valuables;
8)purchase and sale of securities;
9)issuance of all kinds of guarantees;
10)domestic payment operations;
11)payment operations abroad;
12)credit and guarantee operations abroad; and
13)other banking activities.
The bank may perform the activities stipulated under paragraph 1 items 3,
11 and 12 with the authorization of the National Bank.
The National Bank prescribes the terms of granting and dispossessing the
authorization stipulated under paragraph 2 of this article.
Article 38
In addition to the
activities listed under article 37 of this Act, the bank may also engage in the
following activities:
1)insurance of deposits;
2)collection and
repurchasing of debts;
3)intermediary in securities
operations;
4)purchase and collection of
claims;
5)economic and financial
consulting;
6)intermediary in leasing
capital assets;
7)services in collection of
invoices, maintenance of records, financing short-term debts until payment; and
8)providing other
financial services (depositories, leasing safes, consultations, etc.)
Article 39
The bank may perform
the activities stipulated under article 38 of this Act having previously
obtained a license from the National Bank.
Article 40
The business policy
regulations of the bank define the conditions and modes of performing the
activities stipulated under articles 37 and 38 of this Act.
Article 41
The bank issues a
special document, i.e., a passbook for denar deposits placed by physical persons
(hereinafter: savings deposits).
Legal entities and
charity organizations can not possess passbooks.
Article 42
The business policy regulations of the bank define the terms and procedures of
acceptance and withdrawal of savings deposits in domestic and foreign currency.
Article 43
The bank is obliged to publicly display on the
teller's premises the current interest rates, the general terms for the
handling of savings deposits, and the guarantee type and amount of savings
deposits.
Article 44
The bank that accepts savings deposits is obliged to
insure them with an authorized insurance institution or to provide another type
of guarantee.
Article 45
The bank may maintain transfer, current and other
types of accounts and effect payment operations in favor of the account holders
in compliance with this Act and other regulations.
When collecting payments from individuals, the
enterprises, other legal entities and government bodies are obliged to accept
checks issued from the current account of the individuals.
3.Bank
Management and Bank Bodies
Article 46
The bodies of the bank consist of: the assembly, the
managing board, the supervisory board, the executive body and other bodies
stipulated in the statute.
Article 47
The founders of the bank, i.e., their
representatives constitute
the bank assembly.
The founders, i.e. ,
shareholders of the bank are entitled the right to vote depending on the amount
of funds invested in the founding capital in compliance with the bank founding
decision.
Article 48
The bank assembly performs the following duties:
1)adopts the statute
and the modifications and amendments of the bank statute;
2)determines the
business policy of the bank and the development plan;
3)reviews and adopts the
report on the operation of the bank;
4)adopts the annual
statement of the bank;
5)decides on the
utilization and distribution of profits and the coverage of losses;
6)decides on changes in the
founding capital;
7)decides on statutory
changes and the termination of the bank;
8)appoints and
discharges the executive body and the members of the managing and supervisory
board; and
9)decides on other
issues of relevance to the operation of the bank designated in the bank
statute.
Article 49
The bank assembly
passes decisions according to the procedures and modes defined in the bank
statute.
Article 50
The managing board performs the following
duties:
1) adopts plans,
operative programs and general bank regulations,
with the exception of the regulations adopted by the bank assembly;
2)drafts proposals of
regulations that are adopted by the bank assembly and administers the
regulations;
3)reviews and adopts reports
on the operation of the bank in the course of the year;
4submits nominations
for candidates of the executive body to the bank assembly;
5)submits an
operation report to the supervisory board;
6)summons sessions of
the bank assembly and designates the agenda of the assembly;
7)decides on the
issuance and purchase of long-term securities;
8)decides on capital
investments in banks and non-banking organizations; and
9)performs other
duties stipulated in the bank statute and functions that are not under the
authority of the bank assembly or supervisory board.
Article 51
The supervisory board of the bank monitors and
controls the operation of the bank, of the managing board, executive organ and
the remaining bank bodies and submits reports and proposals to the assembly
accordingly.
Article 52
Members of the executive body of the bank, the bank
employees and the representatives of the net debtors can not become members of
the managing or supervisory boards.
When adopting the annual statement, the bank
assembly determines the net debtors by estimating the average claims and
obligations towards the bank for the period in which the annual statement is
adopted.
Article 53
The executive body of
the bank is the director or the president.
The requirements to
be fulfilled by candidates for the executive body of the bank are stipulated in
the bank statute.
During the procedure
of appointment of the executive body of the bank, the managing board of the
bank provides approval from the National Bank regarding the professional
qualifications of candidates for the executive body of the bank.
Article 54
The executive body of
the bank:
1)manages the operation of the bank;
2)represents and acts on behalf of the bank;
3)enforces the decisions of the assembly, the
managing board and the supervisory board of the bank, i.e., attends to their
enforcement;
4)initiates and proposes improvements in the
operation of the bank; and
5)appoints and discharges bank employees who have
been granted special authorizations and responsibilities.
Article 55
The executive body of
the bank bears the responsibility for the legal operation of the bank.
The executive body of
the bank answers for it's work before the bank assembly and the managing board.
Article 56
In compliance with
the statute, the bank enters into an agreement on the conditions under which
the executive body and other employees with special authorizations and their
immediate family members, are prevented from founding banks and savings houses.
Should the
individuals stipulated under paragraph 1 of this article fail to observe the
conditions defined in the bank statute, the bank is entitled to demand
retribution for the inflicted damages and file a suit for the exclusion of that
bank from the court register.
Under this Act,
immediate family members shall be considered spouses, children, parents,
brothers and sisters.
Article 57
Should the executive
body and the employees with special authorizations determine that the decision
of the bank bodies is in def iance of the law or the regulations based on the
law, or that it may threaten the liquidity of the bank, they are obliged to
notify the bank bodies in writing.
Article 58
The bank statute
specifies the number, structure, authorities, rights, tasks and
responsibilities of the bank bodies.
4. Periodic and
Annual Statements and
Revision of the
Accounting Records of the Bank
Article 59
The bank is obliged
to prepare periodic and annual statements in compliance with this Act.
The branch bank is
obliged to submit a report on the operation of the parent bank.
The annual statement
of the bank is examined and evaluated by an authorized auditor.
Article 60
Should the authorized
auditor determine that the bank is incapable of fulfilling it's commitments or
that the bank has defied the current regulations, he is obliged to notify the
Minister of Finance and the Governor of the National bank in writing and without
delay.
The authorized auditor shall notify the Minister of
Finance and the Governor of the National Bank should the bank fail to eliminate
the irregularities determined in the audit or should the bank fail to provide
the requested information.
Article 61
The authorized auditor verifies the annual statement
and it's compliance with the law, and examines and evaluates:
1)the current status
of the balance sheet items;
2)the procedure
applied in writing off and amending the value of the balance sheet items, the
establishment of reserves and guarantee capital in compliance with the bank
regulations; and
3)the enforcement of
laws and regulations adopted on the basis of laws.
Article 62
The authorized auditor drafts an auditing report
having completed the examination and submits it to the supervisory and
executive board of the bank and to the National Bank within five months from
the expiration of the calendar year for which the report has been drafted.
Article 63
The bank is obliged to publish the annual
statement.
Article 64
Having previously obtained an opinion from the
Governor of the National Bank, the Minister of Finance prescribes the forms and
types of periodic accounting statements and bank reports.
5. Internal Bank Supervision and Auditing
Article 65
The bank is obliged
to set up an office for internal supervision
and audit, which is to answer directly to the executive board of the bank.
The office stipulated
under paragraph 1 of this article is engaged in permanent and complete
supervision of the legitimacy, correctness and accuracy of the bank operation.
6. Supervision of the Legitimacy of the Bank
Operation
Article 66
The National Bank
supervises the legitimacy of the bank operation within the framework of it's
authorizations.
Article 67
When supervising the banks, the National Bank may
request:
1)the bank to provide
reports and information on the operation of the bank;
2)an auditing report
and additional information on the completed audit of the bank; and
3)other surveys on
the operation of the bank.
Article 68
Should it be determined during the supervision
stipulated under article 66, that the bank has failed to implement the
regulations, the National Bank shall undertake the following measures:
1)place a complete or
partial ban on the activities performed by employees with special
authorizations;
2)appoint an
individual who may request the information stipulated under article 67 of this
Act; and
3)withhold the
distribution or payment of the bank profits.
Article 69
Should the National Bank determine that the bank is
engaged in banking activities, which have not been licensed by the National
Bank, it shall be demanded that those banking activities be omitted from the registry
of the authorized court.
Article 70
Should irregularities in the operation of the bank
be determined, the bank itself shall bear the incurred costs of supervision.
7.Business Secret Article 71
The executive body, employees with special authorizations,
bank employees and other individuals with access to bank operations are
prohibited to reveal data and information determined by law and the bank
statute as a business secret.
The information which the bank is obligated to
submit to the National Bank and other institutions in compliance with the law,
and which represents a business secret of the bank shall be considered as
confidential.
Article 72
Data on savings deposits and all individual accounts
as well as data on the operations of individuals through their transfer and
current account, are considered as a business secret of the bank.
Data on savings deposits and all individual accounts
as well as data on the operations of individuals through their current account
may be disclosed only upon written request by the court, should criminal
charges be brought against the holders of the savings deposits, deposits or
current accounts.
Data on the operation of individuals through their
transfer accounts may be disclosed upon written request by the court or by the
Ministry of Finance.
8.Bank Consortium Article
73
Two or more banks may constitute a bank consortium for the purpose of obtaining
funds and the spreading of risks concerning major investment projects and
business activities.
Banks may constitute
a bank consortium together with foreign banks and with other financial
organizations.
The bank consortium
is constituted through an agreement.
II.SAVINGS
HOUSES Article 74
According to this Act, savings houses are:
1)post-office savings
houses; and
2)savings houses.
Article 75
.Savings houses are
financial organizations with the status of a legal entity.
Article 76
Savings houses
acquire the status of a legal entity having been entered in the court register.
Article 77
The National Bank
sets the level and types of guarantee capital and the level and mode of
constituting specific types of guarantee capital of the savings houses.
Article 78
Savings houses
perform their scope of work within the framework and practice prescribed by the
National Bank.
Article 79
The provisions of
this Act pertaining to banks shall apply equally to savings houses, unless
otherwise determined by this Act.
1.Post-Office Savings Houses
Article 80
The post-office
savings house is a financial and savings organization in the Republic of
Macedonia.
The post-office
savings house is founded on the basis of a decision issued by the PTT and a
founding and operating license issued by the National Bank.
Article 81
The post-office
savings house has the status of a legal entity and acquires the rights and
responsibilities based on the provisions of this Act, on the founding decision
and on the statute of the postoffice savings house.
Article 82
The decision for founding
a post-office savings house defines the total amount of funds to be deposited
by the founder in the founding capital of the post-office savings house, whose
minimum is set at the denar counter value of DM 500.000 at the exchange rate of
the National Bank of the Republic of Macedonia at the date of payment.
Article 83
The
post-office savings house performs the following operations:
1)holds denar savings deposits of individuals, maintains the current and
transfer accounts of physical persons and effects payment operations for
individuals in compliance with the law;
2)grants loans;
3)computes and controls payments through postal and
telegraphic money orders within the internal system of payments;
4)renders services related to international money
orders, postal checks, postal savings and redeems;
5)exchange operations;
6)redeems bank and traveler's checks in compliance with the law;
7)redeems foreign currency in compliance with the law;
8)collects security payments
in other countries in compliance with the Act of the World Postal Association
for Collection of Securities;
9)performs foreign
payment operation activities in compliance with the law; and
10)performs other
activities on behalf of the PTT enterprise.
The funds earned through operations are employed in
the development of the PTT.
Article 84
As stipulated under article 83 paragraph 1 item 2,
the post-office savings house grants loans independently to physical persons
and through a bank by way of bank guarantee to legal entities, according to
it's business policy.
Article 85
The operations listed under article 83 of this Act
are conducted by the PTT in the postal outlets on behalf of the post-office savings
house, under the conditions and procedures determined in the decision for the
founding of a post-office savings house.
2.Savings House Article 86
A savings house may be founded by the Republic of
Macedonia and other legal entities situated in the Republic of Macedonia and by
physical persons - residents of the Republic of Macedonia, through the passing
of a founding act and regulations of the savings house.
A bank may not establish a savings house.
Article 87
The act for the founding of a savings house defines
the total amount of funds to be deposited by the founder in the founding
capital of the savings house, whose minimum is set at the denar counter value
of DM 150.000 at the exchange rate of the National
Bank of the Republic of Macedonia on the date of payment.
Article 88
The founding and operation of a savings house requires a license from the
National Bank.
The application for the issuance of a license is to contain:
1)the founding act and the statute of the savings
house;
2)an outline of the operations to be performed by
the savings house and it's operative plan for the next two years;
3)figures on the level of the founding capital;
4)a statement that the founders shall effect payment
to the suspense account of the institution in charge of payment operations in
favor of the founding capital;
5)a statement that the founders shall transfer the title of the
non-pecuniary assets to the founding capital of the savings house;
6)guarantee of savings deposits through insurance or
mortgage on the founder's property when savings houses are founded as stock
companies or as companies with limited liabilities;
7)guarantee of savings deposits through insurance or
mortgage on the property of the founders and on the property of their family
members when savings houses are founded as companies with unlimited
liabilities;
8)information on the financial status of the
founders and their joint capital and management relations - for legal entities,
i.e., on family relations - for physical persons;
9)information on the individuals who will manage the savings house and on
their professional management qualifications;
10)documents verifying that the personnel, technical and organizational
set up of the savings house are adept to conduct the activities stipulated in
the founding act; and
11)other documentation designated by the National Bank.
The Governor of the
National Bank brings a decision within 30 days pertaining to the application
for the issuance of a founding and operation license.
Article 89
The Governor of the
National Bank, on the basis of the application stipulated under article 88
paragraph 2 of this Act, determines whether the conditions for founding and
operation of a savings house have been fulfilled, and decides on the issuing of
a founding and operation license.
In the decision on
the issuance of a founding and operation license, the National Bank specifies
the types of operations the savings house may engage in.
In cases when the
conditions for founding and operation have not been fulfilled, the Governor of
the National Bank shall bring a decision rejecting the license application.
Complaints may be
filed with the council of the National Bank against the decision stipulated
under paragraph 3 of this article.
Article 90
The
savings house performs the following operations:
1)holds savings deposits of individuals and charity
organizations; and
2) grants loans to
individuals.
Article 91
Funds that have not
been consumed for granting loans to individuals may be used by the savings bank
f or approval of loans to legal entities in compliance with the decision of the
authorized body of the savings house.
The loans stipulated
under paragraph 1 of this article are approved through a bank.
Article 92
A savings house may not operate under the name "bank".
III. ASSOCIATION OF BANKS AND SAVINGS HOUSES
Article 93
Banks and savings houses may form an association of banks and savings
houses.
An association of banks and savings houses is formed for the purpose of
advancing operations, resolving current problems and coordinating issues of
common interest.
IV. PRE-REHABILITATION, REHABILITATION,
BANKRUPTCY
AND LIQUIDATION OF
BANKS AND SAVINGS HOUSES
1. Pre-rehabilitation
Procedure
Article 94
Pre-rehabilitation measures are instituted in a bank or savings house in
cases when the National Bank passes a decision determining the following :
-that the bank or savings house is illiquid;
-that the bank has violated the multipliers stipulated under article 24
of this Act for more than 20'i in the past six months;
-that the savings house has violated the multipliers prescribed by the
National Bank in compliance with article 78 of this Act for more than 200-. in
the past six months;
- potential losses resulting from unsafe
investments and off-balance sheet items amounting to more than 30% of the
guarantee capital; and
- that the bank or savings house has failed to
meet the remaining operational requirements or the essentials of the monetary
policy thus endangering the safety of the savings deposits.
The National Bank determines potential losses
based on risk classification of the balance sheets and of the respective
offbalance sheet items of the bank or savings house.
Article 95
The Governor of the
National Bank may introduce the following measures in the pre-rehabilitation
procedure:
1)set terms to eliminate the irregularities
stipulated under article 94 paragraph 1 of this Act;
2)appoint a person to organize the operation of the
bank or savings house during the pre-rehabilitation procedure;
3)control the utilization of funds concerning the
deposit guarantees;
4)control the operating costs and the payments
effected from the transfer account of the bank or savings house;
5)control whether the bank or savings house has
declared all payment orders pertaining to matured liabilities;
6)control the permitted overdraft limits of the
current accounts and if required impose a modification or prohibition;
7)prohibit the allocation and payment of profits; and
8)prohibit the extension of new loans, guarantees
and letters of credit.
The National Bank
assigns the enforcement procedure of the measures stipulated under paragraph 1
of this article.
2.Rehabilitation Procedure
Article 96
.The rehabilitation
procedure may be implemented in a bank or savings house when losses or
potential losses resulting from unsafe balance sheets and off-balance sheet
items exceed 500-. of the guarantee capital of the bank or savings house.
Article 97
A proposal for the
initiation of a rehabilitation procedure may be
presented by the bank or
savings house, the founders, creditors and the institution for payment
operations.
The proposal under paragraph 1 of this article is to
be submitted to the National Bank.
The Governor of the National Bank, based on his own
judgement or on the proposal of the subjects listed under paragraph 1 of this article,
is to pass a decision within 30 days from the receipt of the proposal for the
initiation of an evaluation procedure of the financial state of the bank or
savings house and the economic feasibility of their rehabilitation, or a
decision for the initiation of a pre-rehabilitation procedure.
The procedure for the evaluation of the financial
state and economic feasibility of the rehabilitation stipulated under paragraph
2 of this article may exceed 90 days.
Article 98
When evaluating the economic feasibility of the
rehabilitation of a bank or savings house, the following must be assessed in
particular:
1)the possibility of
additional investments by founders for the rehabilitation of the bank or
savings house;
2)the loss amount and
potential losses of the bank or savings house;
3)the amount that the
National Bank is obliged to pay in cases of liquidation of the bank or savings
house according to the regulations on deposit guarantees;
4)the size of the funds
required for the rehabilitation;
5)takeover offers from other
banks or savings houses and the conditions and consequences of the takeover on
the financial state of the bank or savings house;
6)the interest of
others in purchasing shares of the bank or savings house; and
7)the consequences of
the rehabilitation of the bank or savings house on the economy of the Republic.
Article 99
The Governor of the
National Bank passes a decision on the initiation of a rehabilitation procedure
in the bank or savings house and appoints the rehabilitator after the economic
feasibility of the rehabilitation of the bank or savings house has been
determined based on the components stipulated under article 98 of this Act.
Article 100
The decision on the
initiation of the rehabilitation procedure in the bank or savings house
includes:
1)the amount of losses and potential losses of the
bank or savings house under rehabilitation;
2)the amount of losses and potential losses of the bank or savings house
under rehabilitation which can be written off against the guarantee capital;
3)the cash amount employed by the rehabilitator for
purchasing bank or savings house shares;
4)the amount of potential losses purchased by the
rehabilitator temporarily or permanently with his bonds;
5)the amount of potential losses taken over by the
rehabilitator together with appropriate portion of liabilities;
6)the amount of supplementary payments in capital;
7)the amount of claims written off by the creditors;
8)the name and residence of the bank or savings
house undertaking the rehabilitation of a bank or savings house and the term in
which the take over is to take place;
9)the credit amount that the rehabilitator grants to the bank or savings
house that is taken over and the terms under which the credit is approved;
10)the liabilities from which the bank or savings house under
rehabilitation or the
bank or savings house making the take over are discharged and the period of
discharge.
Article 101
Banks or savings houses in which rehabilitation
procedures have been implemented are obliged to write off losses and potential
losses against the guarantee capital.
Article 102
With the passing of a decision for the initiation of
a rehabilitation procedure in a bank or savings house, the functions of all
management bodies and employees with special authorizations shall
terminate. This shall also apply to the
founders rights based on the founders deposits or shares in the bank, which
according to article 101 of this Act are used to write off losses and potential
losses.
The decision stipulated under article 99 of this Act
is submitted to the court in which the bank or savings house has been entered
in the court register.
Article 103
The rehabilitation of a bank or savings house
is effected through:
1)supplementary capital
payments;
2)partial or complete
write-off of the bank or savings house debts;
3)takeover of
potential losses together with the appropriate portion of liabilities;
4)temporary or permanent
redemption of potential losses;
5)takeover of the
bank or savings house under rehabilitation by another bank or savings house;
6)purchase of all or
a certain number of shares of the bank or savings house under rehabilitation,
taking the solvency of the purchaser into account so that an individual
purchaser or group
of purchasers with business
interests or management relations can not acquire more than li of the newly
paid-in capital of the bank or savings house, and all former founders, i.e.,
shareholders of the bank or savings house and individuals related through
business interests or decision-making, cannot acquire more than one-third of
the newly paid-in capital; and
7)supplementary
paid-in capital by the bank or savings house taking over the bank or savings
house under rehabilitation.
Article 104
The Republic of
Macedonia may participate in the rehabilitation of a bank or savings house with
state budget funds.
The funds employed by
the Republic of Macedonia to participate in the rehabilitation of a bank or
savings house are recorded by the rehabilitator on a separate balance sheet.
Article 105
The rehabilitator
shall undertake the following actions during the rehabilitation procedure:
1)temporary or
permanent purchase of potential losses;
2)takeover of
potential losses together with the appropriate portion of liabilities;
3)management of the
temporarily or permanently purchased potential losses;
4)management of potential
losses taken over from the bank or savings house under rehabilitation together
with the appropriate portion of liabilities;
5)sale of the permanently
purchased potential losses or the potential losses taken over with the
appropriate portion of liabilities;
6)extension of loans to the
bank or savings house under rehabilitation or the bank or savings house that
has been taken over;
7)purchase of bank or
savings house shares which are under rehabilitation;
8)organize sale of
bank or savings house shares which are under rehabilitation to other persons;
and
9)organize the take over of
the bank or savings house under rehabilitation by another bank or savings house
designated in the decision of the Governor of the National Bank on the
implementation of a rehabilitation procedure.
Article 106
The rehabilitator is entitled the right to
management and profits from the bank or savings house under rehabilitation
proportionate to his share in the guarantee capital of that bank or savings
house.
Article 107
Should the rehabilitator take over the potential
losses from the bank or savings house under rehabilitation together with the
appropriate potion of liabilities, or temporarily or permanently purchase the
potential losses from the bank or savings house under rehabilitation he is to
notify the debtors and creditors of the bank or savings house.
Article 108
The rehabilitator undertakes the necessary measures
for the realization and sale of the purchased potential losses.
The funds attained through the realization and sale
of the permanently purchased potential losses belong to the Republic of
Macedonia, while the funds attained through the realization and sale of
temporarily purchased potential losses belong to the bank or savings house
under rehabilitation.
The funds employed by the Republic of Macedonia for
the rehabilitation of a bank or savings house are to be returned to the state by
the bank or savings house under rehabilitation from the sales of the
permanently purchased potential losses.
Article 109
Should all or a
certain number of shares of the bank or savings house under rehabilitation fail
to be sold according to the decision on the implementation of a rehabilitation
procedure, the National Bank may decide to effect the rehabilitation of the
bank or savings house differently or to pass a decision determining conditions
for the introduction of a bankruptcy procedure.
Article 110
Should the National
Bank determine during the rehabilitation procedure that the rehabilitation of
the bank or savings house is not possible, the Governor of the National Bank
shall pass a decision on the implementation of a bankruptcy procedure.
The decision
specified under paragraph 1 of this article regulates the operation of the bank
or savings house until the commencement of the bankruptcy procedure.
3.Bankruptcy Procedure
Article
111
Should the National
Bank determine that the rehabilitation has no economic feasibility, a
bankruptcy procedure shall be implemented in a bank or savings house.
Article 112
The decision for the
initiation of a procedure determining the conditions for the implementation of
a bankruptcy procedure in a bank or savings house is passed by the Governor of
the National Bank.
A proposal for the
passing of a decision determining the conditions for the implementation of a
bankruptcy procedure may be submitted by the creditors, the founders of the
bank or savings house, the institution for payment operations and the National
Bank.
on the basis of the
proposal specified under paragraph 2 of this article, the Governor of the
National Bank may either initiate prerehabilitation measures stipulated under
article 95 of this Act,
re3ect the proposal, or pass a decision determining
the conditions for the implementation of a bankruptcy procedure.
The bank, savings house and the remaining proposers
specified under paragraph 2 of this article may file a complaint against the
decision determining the conditions for the implementation of a bankruptcy
procedure within eight days upon it's submission. The Council of the National Bank shall settle the complaint.
Should the complaint specified under paragraph 4 of
this article be filed by the bank or savings house, documentation certifying
that the assigned bankruptcy conditions have not been fulfilled must also be
enclosed to the complaint.
Article 113
The final decision determining the conditions for
the implementation of a bankruptcy procedure is submitted to the bank or
savings house in which the bankruptcy procedure is implemented, to the bank or
savings house which has taken over the bank deposit operations, to the
institution for payment operations, to the proposers specified under article
112 paragraph 2 of this Act and to the court in which the bank or savings house
has been registered.
Article 114
The authorized court shall pass a decision for the
implementation of a bankruptcy procedure latest within 8 days upon receipt of
the final decision stipulated under article 113 of this Act.
Article 115
The authorized court is obliged to notify the
bankruptcy administrator of the court activities and warrant participation at
the creditors meeting summoned by the court.
Article 116
The bank or savings house under bankruptcy and the
bank or savings
house which has taken over it's operations are both obliged within 10 days from
the announcement of the bankruptcy procedure in the "Official Gazette of
the R.M." to determine by way of notary the status of all assets and
liabilities of the bank or savings house under bankruptcy on the date of the
enactment of the decision on the bankruptcy procedure and to submit these
records to the National Bank.
The records specified under paragraph 1 of this
article are reviewed by the National Bank who shall submit them to the court
authorized to initiate the bankruptcy procedure latest within 10 days upon
receipt.
Article 117
The legal consequences resulting from the
implementation of a bankruptcy procedure occur on the date when the decision
for a bankruptcy procedure has been submitted to the bank or savings house and
involve the following:
1)the effectuation of
bank deposit guarantees;
2)the effectuation of
guarantees of the National Bank and of the Republic of Macedonia on foreign
loans;
3)with the exception of
claims of foreign creditors for which the National Bank and the Republic of Macedonia
have issued guarantees, bank or savings house debts in the form of irregular
(occasional) payments are consolidated into a single claim;
4)with the exception
of claims of foreign creditors for which the National Bank or the Republic of
Macedonia have issued guarantees, claims of creditors are considered as mature;
5)bank deposit
guarantees are reduced for the funds in vault cash; and
6)operating costs of the
bank or savings house are covered from the advance requested by the bankruptcy
board from the proposer of the bankruptcy procedure.
Article 118
Prior to refunding the creditors, the costs incurred during the procedure
including the costs of the bank or savings house which is taking over the
deposit operations from the bank or savings house under bankruptcy, are
deducted from the bankrupt's estate.
Article 119
The claims of the creditors are settled from the
bankrupt's estate in the following order:
1)claims on bank
deposits guaranteed by the Republic of Macedonia or the National Bank;
2)claims by the
National Bank;
3)claims by creditors
other than founders, i.e., shareholders of the bank or savings house; and
4)claims by founders,
i.e., shareholders of the bank or savings house.
Article 120
The provisions of the Act regulating the bankruptcy
of enterprises, with the exception of the provisions for enforced settlement,
shall be applied in the bankruptcy procedure of a bank or savings house unless
otherwise determined by this Act.
4.Liquidation
Procedure
Article 121
A liquidation procedure is implemented in a bank or
savings house when:
- the founders pass a decision on the termination of
the bank or savings house and
- the National Bank revokes the founding and operation
license of the bank or savings house.
Article 122
The Governor of the
National Bank passes a decision determining the conditions for the
implementation of a liquidation procedure in a bank or savings house in
instances stipulated under article 121 of this Act.
A complaint against
the decision under paragraph 1 of this article may be filed to the Council of
the National Bank.
The decision
determining the conditions for the implementation of a liquidation procedure is
submitted to the bank or savings house which has taken over the operations of
the bank or savings house under liquidation, to the institution for payment
operations and to the court authorized to enforce the liquidation procedure.
Article 123
The bank or savings
house under liquidation and the bank or savings house which has taken over it's
operations are obliged within 10 days upon receipt of the decision on the
implementation of a liquidation procedure to determine by way of notary the
status of all assets and liabilities and to submit these records to the
National Bank.
The National Bank is
obliged to submit the records stipulated under paragraph 1 of this article to
he authorized court within 10 days upon receipt.
Article 124
Following the
completion of the liquidation procedure, the leftover funds are allocated among
the founders, i.e., the shareholders of the bank or savings house in compliance
with the founding decision.
Article 125
The provisions of the
Act that regulate the liquidation procedure of enterprises shall be applied in
the liquidation procedure of banks and savings houses unless otherwise
determined by this Act.
V.PENALTY CLAUSES Article 126
The bank or savings house shall be fined from 150 to 250 salaries for business
violations in the following instances:
1)commencing operations without obtaining a license from the National
Bank (article 10 paragraph 1, article 80 paragraph 2 and article 88 paragraph
1);
2)failing to request approval from the National Bank
pertaining to instances stipulated under article 18 paragraph 1 of this Act;
3)failing to notify the National Bank of instances
stipulated under article 19 of this Act;
4failing to adjust. specific types of guarantee
capital and their level with those designated by the National Bank (article 21
paragraph 2 and article 77);
5)failing to set up special reserves in the amount
and manner prescribed by the National Bank (article 25);
6)not performing the scope of operations within the
levels of the guarantee capital (articles 24 and 78) and not conforming the
operations with the provisions of this Act within the specified terms (article
128 paragraph 2 and article 131);
7)approving loans contrary to articles 27, 84 and
91;
8)failing to maintain solvency and liquidity in the
operations (article 28);
9)effecting payments contrary to article 33 of this Act;
10)failing to comply with the provisions of this Act pertaining to the
open foreign exchange position (article 35);
11)performing activities without the authorization of the National Bank
(article 37 paragraph 2);
12)performing activities without a license from the National Bank
(articles 39, 69 and 89 paragraph 2);
13)not displaying the savings deposit terms publicly on the teller's
premises (article 43);
14)appointing
individuals who can not become members of the managing or supervisory boards as
members of these boards (article 52);
15)disclosing business
secrets contrary to articles 71 and 72 of this Act; and
16)when savings houses
operate under the name "bank" (article 92)
The executive body of the bank or savings house and
employees with special authorizations shall be fined from five to ten salaries
for committing business violations stipulated under paragraph 1 of this
article.
The executive body of the bank or savings house and
employees with special authorizations charged with business violations
stipulated under paragraph 1 items 5-10 of this article are forbidden to perform
executive duties in the bank or savings house two years after the sentence
becomes effective.
Article 127
Enterprises, legal entities and government bodies
shall be fined for business violations from 150 to 250 salaries for refusing to
accept checks issued from the current account of individuals (article 45
paragraph 2).
The person in charge of the enterprise, the legal
entity and of the government body shall be fined from five to ten salaries for
business violations stipulated under paragraph 1 of this article.
VI.
TRANSITIONAL AND CONCLUDING PROVISIONS
Article 128
All banks founded in the Republic of Macedonia shall
continue to operate until this Act enters force.
Bank operations shall be brought into line with the provisions
of this Act within a period of two years from the date of enforcement.
Article 129
Until this Act
becomes effective, other financial associations registered in the Republic of
Macedonia are obliged to re-register and conform their operations with the
provisions of this Act within six months from it's enforcement.
Should they fail to
comply with paragraph 1 of this article, other financial associations
registered in the Republic of Macedonia shall cease their operation after the
expiration of the specified term.
Article 130
All savings and loans
associations founded in compliance with the Law on Savings and Loans
Associations and Operations with Savings and Deposits ("Official Gazette
of SRM" no. 22/78) , shall cease their operation within six months from
the date this Act enters force and shall be excluded from the court register
unless otherwise determined by law.
Article 131
All bank branches
located outside the Republic of Macedonia are obliged to conform their
operations with the provisions of this Act within one year from it's
enforcement.
Article 132
On the date this Act
enters force, the Law on Savings and Loans Associations and Operations with
Savings and Deposits ("Official Gazette of SRM" no. 22/78), the Law
on Banks and Other Financial Associations ("Official Gazette of SFRJII no.
10/89, 40/89, 87/89, 18/90 and 72/90), the Law on Rehabilitation, Bankruptcy
and Liquidation of Banks and Other Financial Associations ("Official
Gazette of SFRJII no. 84/89 and 63/90) and the Law on the Federal Agency for
Deposit Insurance and Bank Rehabilitation ("Official Gazette of SFRJII no.
84/89 and 63/90) shall no longer be enforced on the territory of the Republic
of Macedonia.
Article 133
This Act shall enter force
on the eight day from the date of
publication in the "official Gazette of the
Republic of Macedonia" -