In a number of cases, the Act on Banks requires banks or other legal or natural persons to apply for consent from the CNB or to notify the CNB before executing particular transactions or operations. Prior consent is required in the following cases:
- where a person proposes to acquire or increase a direct or indirect holding in a bank so that it would reach or exceed 10%, 20%, 33% or 50% of the capital or of the voting rights or so that the bank would become the acquirer´s subsidiary pursuant to a control agreement; this duty also applies to persons acting in concert;
- in order to conclude an agreement on the sale of the business or part thereof;
- in order to merge the bank with another bank;
- for a resolution of the General Meeting to wind up the bank or cease to carry on any activity for which a licence is required;
- in order to reduce the capital of the bank, unless the capital is being reduced to cover a loss,
- in order to select the bank´s auditor.
The notification/reporting duty arises in the following cases:
- where a person proposes to reduce a direct or indirect holding in a bank so that it would fall below 10%, 20%, 33% or 50% of the voting rights (and also, under the amended Act on Banks, where a person proposes to reduce a holding in a bank´s capital so that it would fall below these thresholds or to forfeit control of the bank, and where a person proposes to transfer a volume of shares or other rights that in itself represents a qualifying holding in the bank); this duty also applies to persons acting in concert;
- in order to change the bank`s Articles of Association;
- in order to make personnel changes in the statutory body and senior management of the bank;
- in order to establish a branch or representation of the bank abroad;
- in order to acquire a qualifying holding in any other legal entity.