Foundersmodification date 18 January 2019
In accordance with Article 13(1) of the Banking Law, a bank in the form of joint-stock company may be founded by legal persons and natural persons, however, the number of founders must be at least 3. The rule does not apply where the founder of a bank is the State Treasury, a domestic bank, credit institution, foreign bank, domestic or foreign insurance undertaking, or international financial institution (Article 13(3) of the Banking Law).
In accordance with Article 13(2) of the Banking Law, the founders of a cooperative bank may only be natural persons, in the number required to establish a cooperative, defined in the Cooperative Law (i.e. at least 10 persons).
In accordance with Article 30(1) point 2 of the Banking Law, a bank may be established if the founders guarantee sound and prudent management of the bank. Although it is the management board that is directly responsible for the bank management, the bank ‘owners’ (its founders, significant shareholders), who through the appointment of members of the supervisory board affect the composition of the management board, and through the participation and making decisions on the bank’s general meeting of shareholders decide on basic issues for the bank, such as the amount of share capital, distribution of profit, or amendment to the articles of association. They also represent an important lending instance for a bank which may ensure, in difficult situations, an appropriate level of liquidity or solvency. They also set general directions of a bank’s policy pursued later by the management board as a member of a corporate group. For those reasons, the bank founders are also required by the law to guarantee sound and prudent management of a bank. The guarantees provided by the founders are assessed for, in particular, compliance of activities with the law, goodwill, and economic and financial situation, as well as investment opportunities in the context of undertaking and conducting a safe activity by the bank being established. In accordance with Article 30(1b) of the Banking Law, when assessing the fulfilment, by a founder, of the requirement regarding the guarantee, the KNF takes into account, in particular, obligations relating to the bank and/or its sound and prudent management assumed in connection with the proceedings.