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.
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.
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.