Chapter 3:Formation and amendment |
| Article 12 |
To establish an enterprise to engage in interbank credit information processing and exchange, the promoters shall apply to the Competent Authority for approval by submitting, in triplicate, an establishment approval application form and each of the following items:
1.Business plan: The business plan shall set forth the scope of business, the principles and guidelines of the business, and specific means of carrying them out (including a general description of systems and equipment; the method for gathering, archiving, processing, transmitting, and accessing information; measures for ensuring confidentiality and security of information; an internal auditing system; a membership protocol; the intended schedule of fees; a description of the internal organizational structure and the responsibilities of each department; personnel recruitment and training procedures; a business development plan; and business volume and financial forecasts for three years into the future).
2.Minutes of promoters' meetings.
3.Photocopies of the national ID cards of the president, vice presidents, assistant vice presidents, and managers, as well as the academic records, employment histories, and other proofs of the qualifications of these individuals.
4.The enterprise's Articles of Association.
5.An accountant's opinion and lawyer's opinion.
6.Other documents as required pursuant to the regulations of the Competent Authority.
Applications not accompanied by all of the documents listed above shall be rejected. Where it is possible to supplement the missing documents, the Competent Authority shall instruct the applicant to provide the missing documents within a specified time period; should the applicant fail to provide the missing documents within the specified time period, the application shall be rejected. |
| Article 13 |
The Articles of Association referred to in paragraph 1, subparagraph 4 of the preceding article shall specify the following particulars:
1.Name of enterprise;
2.Lines of business;
3.Total capital shares issued and nominal value per share;
4.The enterprise's location;
5.Means of public notice;
6.The number of directors and supervisors, their term of service, and rules governing their appointment and discharge;
7.The responsibilities of the board of directors, and a description of how the authority of the board of directors differs from that of the enterprise's management; and
8.The year, month, and date of adoption of the Articles of Association. |
| Article 14 |
If there is a change of promoters prior to the establishment and registration of a service enterprise engaged in interbank credit information processing and exchange, the Competent Authority may revoke or void its authorization to engage in interbank credit information processing and exchange.
If there is a change in anything other than promoters, the enterprise shall prepare a statement detailing legitimate reasons therefor, and shall apply in advance to the Competent Authority for approval. However, where circumstances prevent the enterprise from applying in advance for approval, it shall apply to the Competent Authority for approval within two weeks from the occurrence of the change. |
| Article 15 |
An enterprise intending to engage in interbank credit information processing and exchange shall, within six months from receipt of approval, complete its corporate establishment registration and apply to the Competent Authority for a business license by submitting, in triplicate, the registration and each of the following items:
1.Business license application;
2.Corporate registration documents;
3.Articles of Association;
4.List of shareholders and minutes of shareholder meetings;
5.List of directors and minutes of board of directors meetings;
6.List of managing directors and minutes of managing directors meetings;
7.List of supervisors and minutes of supervisors meetings;
8.List of corporate officers;
9.Bylaws;
10.A statement that none of the subparagraphs in Article 5 above applies to any of the enterprise's directors, supervisors, or corporate officers;
11.Records from a test of simulated access transactions lasting not less than two weeks.
Before the time limit set forth in the preceding paragraph expires, the enterprise may apply for an extension of the deadline if it has a legitimate reason. The deadline may be extended only once, up to a maximum of three months. Where an enterprise misses the deadline without receiving approval for an extension, the Competent Authority may void its authorization to engage in interbank credit information processing and exchange. |
| Article 16 |
The bylaws referred to in paragraph 1, subparagraph 9 of the preceding article shall include the following particulars:
1. The enterprise's organizational structure and the responsibilities of each department;
2. The allocation, management, and training of personnel;
3. The enterprise's internal control system (including operations management, information secrecy and security control measures, and accounting system);
4. The enterprise's internal auditing system;
5. A membership protocol;
6. A schedule of fees and the method for calculating them (for reference purposes);
7. Procedures to be followed when the interests of an interested party are prejudiced as a result of gathering, processing, or using personal information in a manner other than that prescribed by law, and criteria governing provisions for a general liability reserve; and
8. An operations handbook (to include: a description of how to gather, archive, process, transmit, exchange, and access information; procedures to be followed in the event that information is in error, destroyed, lost, or incorrectly processed, transmitted, exchanged, or accessed; an instruction manual for member organizations; secrecy rules and security control mechanisms to govern the handling of information by member organizations; a list of services; the format in which accessed information will be provided; and disaster recovery measures). |
| Article 17 |
The Competent Authority shall not issue a business license if:
1.any of the subparagraphs in Article 5 above apply to any of the enterprise's directors, supervisors, or corporate officers, or to an institutional shareholder's representative or designated representative who, in exercising his or her duties, serves as a director or supervisor;
2.the application contains material misrepresentations;
3.the internal control or internal auditing system is clearly inadequate;
4.the simulated access transactions show that the applicant cannot effectively provide interbank credit information;
5.the required documents have not been submitted; or
6.other cases where the Competent Authority believes it is likely that the applicant is not capable of properly and effectively operating a service enterprise engaged in interbank credit information processing and exchange. |
| Article 18 |
In connection with an establishment registration, the Competent Authority may at any time dispatch personnel, or designate an appropriate agency to dispatch personnel, for the purpose of carrying out inspections, systems testing, and certification, and may order the applicant to provide further information in this regard within a set time limit by either submitting documents and materials or dispatching a designated person. |
| Article 19 |
If the Competent Authority discovers material misrepresentation in the original application after a business license has been issued, the Ministry shall void its authorization to engage in interbank credit information processing and exchange.
Where a service enterprise engaged in interbank credit information processing and exchange fails to begin operating within six months from the issuance of its business license, the Competent Authority shall void its authorization to engage in interbank credit information processing and exchange, and shall order surrender of the license within a specified time period. However, with legitimate reasons and approval from the Competent Authority, the deadline may be extended one time only for up to a maximum of six months. |
| Article 20 |
For any change in the particulars listed on a business license, the approval of the Competent Authority shall first be obtained, and the original license shall be exchanged for a new one. |
| Article 21 |
An interbank credit information processing and exchange enterprise shall submit the following particulars to the Competent Authority for acknowledgement prior to the day on which it opens for business:
1.The date on which it will commence operations;
2.The hours during which it will provide services to the public;
3.A list of member organizations; an instruction manual detailing access procedures; a description of the format in which accessed information will be provided; the expiration date of credit-related information and the scope this information can be disclosed to and inquired by the financial institutions; and
4.Disaster recovery measures. |