(1) A person shall not take an action that causes a company to function as a financial holding company unless that company is registered as a financial holding company by the Bank of Ghana.

(2) A person who wishes to be registered as a financial holding company shall

(a) apply in writing to the Bank of Ghana in the form that may be determined by the Bank of Ghana,

(b) pay a non-refundable application fee as may be determined by the Bank of Ghana, and

(i) the capital resources, including original sources and capital structure of the proposed financial holding company,

(ii) the names, addresses, occupations, business and professional history for the preceding ten years or a longer period that the Bank of Ghana may determine, certified financial positions, and corporate affiliations of persons who will hold or ultimately benefit from significant shareholdings, directly or indirectly, in the propsed financial holding company and the respective values of the shares;

(iii) organisational and managerial structures, including a complete diagram of the group of companies

controlled by the proposed financial holding company, identifying the direct and indirect affiliates and associates and the nature of their relationship to the financial holding company;

(iv) the particulars of the directors and key management personnel of the financial holding company, including qualification and experience, business and professional history for the preceding ten years or a longer period that the Bank of Ghana may determine, certified financial position, business interests and performance of the business concerns under their control or management;

(v) the feasibility report, including a business plan and financial projections for the first five years and areas

of intended activities;

(vi) audited financial statements for the past three years, if applicable, or for a lesser period that the entity has been in existence if shorter than three years;

(vii) the measures and structures the company intends to adopt to ensure that business is conducted in accordance with sound corporate governance principles;

(viii) for each director, key management personnel or significant shareholder of the propose financial holding company, a statutory declaration disclosing where applicable, a conviction for offences by a court of competent jurisdiction, personal bankruptcy filings, the disqualifications from practising a profession, or past or present involvement in a managerial function of a body corporate or other undertaking subject to insolvency proceedings; and

(ix) any other particulars that the Bank of Ghana may require.

(3) For the purpose of determining whether to register an applicant as a inancial holding company, the Bank of Ghana shall

(a) consider the information referred to in subsection (2), and in particular whether the person controlling the proposed financial holding company is suitable, or may prejudice the interests of depositors and other customers of the bank or specialised deposit-taking institution; and

(b) Determine whether ownership of shares by the person controlling the proposed financial holding company, given the corporate affliations or structure will hinder effective supervision under this Act or is likely to prejudice the interests of depositors and other customers of the bank or specialised deposit-taking institution.

(4) The Bank of Ghana shall not register an applicant as a financial holding company unless the Bank of Ghana is satisfied that

(a) the feasibility report is based on sound analysis under reasonable assumptions;

(b) key management personnel are fit and proper, and have the integrity, qualification and experience for the positions given the business plan and activities of the proposed bank or specialised deposit-taking institution and taking into account the size, nature and complexity of the proposed financial holding company;

(c) the proposed significant shareholders are suitable and the ownership and managerial structure of the proposed financial holding company will not hinder effective including supervision on a consolidated basis;

(d) the capital of the applicant is adequate and the original sources of capital are not tainted and do not include borrowed funds;

(e) the arrangement for corporate governance including accounting, risk management, and internal control systems and records of the applicant are adequate;

(f) the applicant has the capacity to comply with the other conditions that the Bank of Ghana may impose; and

(g) where the applicant is a foreign company,

(i) the Bank of Ghana is satisfied that the foreign bank or specialised deposit-taking institution is adequately supervised on a global consolidated basis by the home country supervisor of that bank or specialised deposit- taking institution, and

(ii) Arrangements satisfactory to the Bank of Ghana for and information-sharing with the home country supervisor are in place.

(5) The Bank of Ghana may impose conditions in respect of the registration of a financial holding company under this section, and may vary, remove or add further conditions that the Bank of Ghana considers necessary to carry out the purposes of this Act.

(6) The Bank of Ghana shall

(a) within ten working days of the receipt of an application, acknowledge in writing the receipt of the application;

(b) Within six months after the receipt of complete information in respect of an application communicate its decision in writing on the application for registration to the applicant.

(7) Despite paragraph (b) of subsection (6) where the Bank of Ghana is of the opinion that further investigation or information is required to process the application, the Bank of Ghana shall within a reasonable period after the six month period specified under paragraph (b) of subsection (6) notify the applicant in writing of the decision of the Bank of Ghana.

(8) The Bank of Ghana shall on satisfying itself that the applicant has

(a) paid the application fee, and

(b) Satisfied all other preconditions, issue a certificate of registration to the applicant.

(9) Where the Bank of Ghana rejects an application, the Bank of Ghana may provide reasons in writing to the applicant.