On January 10, 2023, the National Banking and Insurance Commission (CNBS) issued the new regulation of minimum requirements for the establishment of supervised institutions. With this new regulation, the CNBS continues with its policy of verifying that the different stakeholders, in this case, shareholders and investors of supervised institutions, comply with the requirements of technical, financial and moral suitability, parameters that we initially observed in the corporate governance regulation that was issued in the second half of 2022.
In the case of shareholders and investors of supervised institutions, the CNBS defines the different concepts of suitability as follows:
- Suitability: qualities relating to the financial, moral, and technical capacity, ability or competence, to be a partner of a company, to hold a position at the level of the Board of Directors, Board of Directors or its equivalent, as well as to be a member of the senior management of a Supervised Institution.
- Financial Suitability: related to the solvency in the payment of its obligations, level of indebtedness and patrimonial declaration required to be a partner of a company, the performance of the position of director, director, or its equivalent, as well as to be a member of the senior management of a Supervised Institution.
- Moral Suitability: referring to the integrity and ethical, honest, diligent, and independent conduct required to be a partner of a supervised company, to hold the position of director, director or its equivalent, as well as to be a member of senior management in a Supervised Institution; and,
- Technical Suitability: professional aptitude and capacity, intellectual development, knowledge, skills and experience in the business, to be a partner of a company, to hold the position of director, director or its equivalent, as well as to be a member of the senior management of a Supervised Institution.
The above requirements should not only be observed by investors wishing to incorporate and operate a new supervised institution, but also apply to those investors wishing to acquire shares of supervised institutions currently in operation.
Failure to comply with the suitability parameters described above will entitle the CNBS to deny the application for authorization or the issuance of an unfavorable opinion or opinion by the CNBS.
In view of the above, it is important that investors interested in the Honduran financial market receive adequate legal advice to prevent requests for the transfer of shares and/or the incorporation of new supervised institutions from being declared inadmissible by the CNBS, and investors should know beforehand that for the Honduran regulator, technical and financial capacity is fundamental, as well as the fact that investors have no ties or links to illicit activities.