ADDITIONAL RECOMMENDED REQUIREMENTS OF THE ESTONIAN BANKING ASSOCIATION TO CREDIT INSTITUTIONS IN RELATIONS WITH FOREIGN LEGAL PERSONS IN ORDER TO IMPROVE THE PREVENTION OF MONEY LAUNDERING

Upon entering into contractual relations and performing of transactions/operations, credit institutions (further: banks) should pay special attention on foreign legal persons, who are located or running business in countries other that member states of the European Union, Latvia, Lithuania or Norway.

Given below are additional recommended measures in relations with foreign legal persons of private law (further "legal persons"), which have been founded in offshore regions**.

In addition to the measures specified in this document, the bank will be entitled to establish additional requirements and restrictions.

I DOCUMENTS AND DATA UPON CONCLUSION OF SETTLEMENT AGREEMENT

1.1. Certificate of Incorporation or Certificate of Organisation of the legal person or transcript from the register.
The document must include:

    1.1.1. name of the legal person
    1.1.2. registration number
    1.1.3. date of registration
    1.1.4. register name and country of location
    1.1.5. issuing date of the document

1.2. Memorandum and Articles of Association, Memorandum of Association, By-Laws, Operating Agreement or Articles of Organisation.
The document must include:

    1.2.1. name of the legal person
    1.2.2. location
    1.2.3. fields of activity (if not included in the document, this should be asked additionally)
    1.2.4. subscribers

1.3. Document concerning the owners of the legal person

    1.3.1. Memorandum and Articles of Association, Memorandum of Association, By-Laws, Operating Agreement or Articles of Organisation, certifying the subscribers.
    1.3.2. Document showing transfer of rights from subscribers to new owners (e.g. agreement, assignment note or other document with equal force).

1.4. Document about election/appointment of the management of legal person (Board, executive director)
Document about election/appointment of members of the Board/director(s) (Operating Agreement, Statement of Incorporator, Initial resolution of the Members, Shareholder Declaration, Certificate etc).

1.5. Document certifying the right of representation
Right of representation may be included in following documents:

    1.5.1. foundation agreement
    1.5.2. articles of the organisation
    1.5.3. resolution of competent body (Minutes of the First Meeting of the Directors, Resolution of the Board of the Directors/Members)
    1.5.4. power of attorney
    1.5.5. transcript from the register concerning the person with right of representation.

The document must include: - data of the authoriser (name and address of the competent body; name and surname, ID-code, date of birth or residential address of the competent person)
- data of the representative (name and surname, ID-code or date of birth or residential address)
- date of issuing of the document

Letter of authority must additionally include:
- term of validity
- range of authority
- right of re-authorisation, if any

Document including authorisation must be notarially attested or certified.

1.6. Document about the appointment of the agent of legal person*
Document certifying appointment of the agent, if agent is authorised to represent the legal person in the country of location (Operating Agreement, Certificate etc.).

1.7. Certificate of Goodstanding

1.8. Other documents

If the above mentioned documents or data can not be obtained or if the country of location does not issue them in the form specified in the instruction, the bank will be entitled to use also other documents or their notarised or otherwise certified copies for identification of the person.

II FORM OF DOCUMENTS

2.1. All documents submitted to the bank must be:

    2.1.1. original documents or notarised or equally otherwise certified copies and
    2.1.2. legalised or certified with certificate substituting legalisation (apostil), if foreign agreement does not specify otherwise***.


Notarised or certified documents on several pages must have been fixed together in such way that their taking apart would be impossible without leaving traces.

III LANGUAGE OF DOCUMENTS

In case of documents in foreign language the Bank will be entitled to demand additionally translation of documents into Estonian or any other language specified by the Bank. Translation must be performed by authorised translator or the signature of translator must be notarised.

IV SPECIAL CLAUSES FOR ACCEPTANCE AND TREATMENT OF DOCUMENTS

4.1. The bank will be entitled to establish longer term than usual for studying of documents submitted to the bank for the conclusion of settlement agreement by foreign legal persons and making of decision.

    4.2. The bank is not obliged to accept:
    4.2.1. transcript from register, which has been issued earlier than 1 year before;
    4.2.2. certificate of goodstanding, which has been issued earlier than 1 year before.
    4.3. The bank must establish with internal rules of procedure regular control of documents of legal persons registered in offshore regions***.


V ADDITIONAL RESTRICTIONS

5.1. The bank is entitled to restrict services provided to legal persons founded in certain regions (e.g. certain electronic services).
5.2. The bank is entitled to draw a list of countries and regions, where founded legal persons are subject to the duality principle upon the conclusion of settlement agreements with the bank.
5.3. The bank is entitled to refuse to conclude settlement agreement or suspend existing settlement agreement with the person, who:

    5.3.1. Is a trading company with bearer shares, with location outside the European Union.
    5.3.2. Does not submit documents specified in this document to the bank.
    5.3.3. The submitted documents do not include data specified in this document.
    5.3.4. The submitted documents do not comply with formal requirements set in this document.
    5.3.5. Age of the submitted documents has exceeded the allowed limit.
    5.3.6. Documents have evident signs of forgery (additions, amendments, traces of erasure etc.).


 


* Will be asked, if necessary

** offshore region = countries and territories listed in the list of the Tax Board ("Tax-free territories and territories with low tax rate") and list of FATF (Non-Cooperative Countries and Territories).
Lists are available at following addresses:
http://www1.oecd.org/fatf/NCCT_en.htm
http://www.ma.ee/maksud/vleping/must_nim.shtml

*** The concept of public document and apostil has been specified in the convention on invalidation of the requirement of legalisation of public document of a foreign country (RT II 2000, 27,165).