How to register a microfinance company in Zimbabwe

 Microfinance business in ZimbabweLICENSING REQUIREMENTS FOR MICROFINANCE INSTITUTIONS

 

A. LEGAL FORM

1.    Completed Application Form accompanied by a registration fee of US$ 150.00.

2.    Certified copies of Certificate of Incorporation, Memorandum and Articles of Association with lending as one of the objects.

 

3.    Only names that are registered with the Registrar of Companies shall be used. No “trading as” names shall be accepted.

4.    No applications will be accepted from Partnerships.

5.     NGOs  and  Trusts  should  register  separate  companies  to conduct microfinance business, with own board of directors and management.

6.    No applications will be accepted from companies limited by guarantee.  Such  companies should convert to  share capital companies        prior  to       seeking                     registration               as                  microfinance institutions.

7.    Microfinance companies should operate from formal business premises. They are not allowed to operate from premises that are  also  used  for  residential  purposes.  Lease  agreements should be submitted for the head office and all branches.

 

B. OWNERSHIP

8.    Shareholding Limits:

a)    Individuals – effective shareholding maximum limit of 50%.

b)    Institutions – effective shareholding maximum limit of 100%, subject to the individual shareholding limit.

9.    Source  of  Capital  -  The  applicant  company’s  shareholders should disclose their source of capital resources invested in the microfinance business.

10. All shareholders should be of good standing without insolvency, civil, or criminal convictions.

11. Individual shareholders (with at least 5% shareholding), should submit Networth  Statements, Tax Clearance Certificates and Affidavits relating to insolvency  proceedings, civil and criminal judgments.

12. Corporate Shareholders (with a minimum of 5% shareholding) should submit copies of  audited Financial Statements for the past two (2) years, Certificate of Incorporation, Memorandum & Articles of Association, their shareholding structure and Tax Clearance certificates.

13. Where the applicant microfinance company is a member of a Group of Companies, a Group Corporate Structure showing all the associate companies should be submitted.

 

C. CAPITAL REQUIREMENTS

 14. Paid-up equity share capital of at least US$5 000.00, with proof of the capital being registered with the Registrar of Companies. a)      For greenfield applications there should be  proof of cash injection and of registration of the capital with the Registrar of Companies, in the form of copies of Forms CR 5, CR11 (where capital has been increased), CR 2  and receipt for payment of stamp duty. Proof of where capital funds are invested or deposited should also be submitted.

b)    For operating entities

i.    Balance  sheet  capital  figure  should  be  in  excess  of US$5 000.00. The  institutions should also indicate the availability of working capital.

ii.   Copies  of  Forms  CR  5  &  CR  11  and  receipt  from Registrar of Companies should be submitted as proof of increase  in  nominal (authorised)  share capital, where applicable.

iii.   A list of current debtors indicating name of borrower, amount borrowed, purpose of loan and age analysis.

15. A recent bank statement covering the past three months should be submitted. Where the  applicant is a greenfield project, a bank statement in the name of the applying company should be submitted.

 

D. CORPORATE GOVERNANCE

16. Board   of   Directors,   should  have   a   minimum  of   five   (5) members. At least three-fifths of the members should be non- executive directors.

17. The  Board  of  Directors  should  consist  of  suitably  qualified members with a balance  of skills including experience in the financial services sector.

18. The chairperson of the company should be a non executive director.

19. There   should  be   a   board  committee  system   to   facilitate effective oversight of the business.     The committees should include  Credit &  Risk  Committee and Audit Committee with their respective Terms of Reference.

20. An  organizational structure  which  meets  generally  accepted principles of good corporate governance.

21. A   tax   clearance   certificate  for   the   applying  microfinance company should also be submitted.

22. Each shareholder and director should provide at least three professional and/or  institutional referees who are in a position to provide information on the director’s or shareholder’s conduct in transactions they have been involved.

 

E. MANAGEMENT

23. The Chief Executive Officer should be a full-time employee of the microfinance  company. Part-time Chief Executive Officers are not allowed.

24. Directors and senior management should have sufficient and relevant  academic                qualifications                     (at   least  a   diploma)  and relevant professional experience.

25. Senior managers and board members should submit CVs, Tax Clearance  Certificates   and  Affidavits  relating  to  insolvency proceedings,   civil   and criminal judgments. CVs   are   also required for key  staff such as accountant/bookkeeper, Loans Officer, Credit Controller, etc.

26. If  the  services  of  a  Bookkeeper  are  being  outsourced,  a detailed CV and letter of acknowledgement from the appointed

bookkeeper should be attached.

 

F. CONTENTS OF BUSINESS PLAN OF THE MICROFINANCE INSTITUTION

27. Identifying information:

a) Name  and  location  of  the  applicant  microfinance  institution.  This should include physical addresses of all branches.

b) A brief background of the institution, board members and senior managers of the microfinance institution.

28. Market analysis:

 a) Identification of the market(s) to be served by the applicant microfinance institution.

b) Description  of  the  economic  characteristics  of  the  identified markets including  anticipated changes in the market, factors influencing such changes and possible effects on the applicant;

c) Description    of    developmental   value    of    the    applicant microfinance institution.

 

29. Business strategy and objectives:

a) Brief description of the products and services to be offered by the applicant,

b) Discussion of the major strategies to be implemented by the company to enable it to achieve its objectives.

 

30. Financial Performance

Historical financial  statements  for  the   previous  two   years  (if company has been operational) should be submitted, together with the following;

a) A projected annual balance sheet for the next two years of operation;

b) A projected annual income statement (profit and loss account)  for two years of operation;

c) A projected cash flow statement for two years of operation.

d) Assumptions on variables considered to be of importance to the institution’s operations.  These assumptions should include the following:

i.     Inflation rates

ii.     Market Interest rates

iii.     Institution’s projected lending rates iv.  Bad Debts ratio

v.     Economic growth

 

31. Other requirements in the business plan

a) Operational Manuals and Procedures

b) Information pertaining to minimum and maximum loan sizes per corporate or individual  borrower and maximum loan maturity period,

c) Breakdown of charges i.e. interest rates, administrative costs, any other charges, and the justification of the charges.

d) Comprehensive Complaints Procedure Manual (after licensing it has to be kept visible to the clients).

e) All complaints should be logged in a complaints register and the resolution process should be documented.

f) Copies of the Lease Agreements for business premises (head office and branches, if any).

g) Names of the external auditors and legal advisors,

h) Name of the MFI’s Debt Collectors (where applicable). A copy of their license/certificate should be attached.

 

LICENCE RENEWAL REQUIREMENTS

 A. GENERAL REQUIREMENTS

1. Submit  application  for  renewal  of  licence  two  months  before expiry of the running licence.

2. Application should be accompanied by audited annual financial statements and/or unaudited latest interim statements. If interim statements      are                      submitted,               audited     statements   should   be forwarded to the Reserve Bank not more than three months (90 days) after the applicant’s financial year end.

3. The application should be accompanied by financial projections for         the       following            year,   together  with   assumptions  used   in compiling the financial projections.

4. The applicant company should also submit a schedule of debtors showing the breakdown between interest and other charges, and the capital balance.

5. The    Reserve   Bank    will    renew    licences   for    institutions demonstrating potential viability and ethical conduct of business.

B. DISCLOSURE REQUIREMENTS

6. At the time of application for renewal of licence, microfinance institutions should  disclose  to the Reserve Bank any changes pertaining to:

a) Shareholding Structure/Ownership changes

b) Board     resignations     or      additional     appointments     or replacements, and reasons for the changes

c) Changes in senior management staff.

d) Any new shareholders should submit Networth Statements, Tax          Clearance    Certificates   and    Affidavits   relating    to insolvency proceedings, civil and criminal judgments.

e) All new directors and senior management should submit Tax Clearance  Certificates  and  Affidavits  relating  to  insolvency proceedings, civil and criminal judgments.

f) Any challenges faced by the institution during the past year should be explained, together with the strategies put in place to overcome the challenges.

g) Breakdown of the loan portfolio by sectors (e.g. mining, retail, agriculture                      etc)      and      by     purpose    (e.g.     productive, developmental, consumption).

h) Any significant shift in loan portfolio allocation from one sector to another should be disclosed, together with reasons for the changes.

i) All sources of income or funding should be fully disclosed.

 

Promoters     should     note     that     any     falsification     and misrepresentation of facts would not only lead to denial of the applied licence but also  to the blacklisting of the offending individuals.

Source: www.rbz.co.zw


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