banking group. The largest banking groups in Russia. The Central Bank is preparing to tighten supervision. And puts before the choice

For the purposes of this federal law a banking group is an association of legal entities that is not a legal entity, in which one entity or several legal entities (hereinafter referred to as members of the banking group) are under the control or significant influence of one credit institution (hereinafter referred to as the parent credit institution of the banking group).

For the purposes of this Federal Law, a bank holding company is an association of legal entities (hereinafter referred to as members of the bank holding company) that is not a legal entity and includes at least one credit institution controlled by one legal entity that is not credit institution(hereinafter referred to as the head organization of the banking holding), as well as (if any) other (not being credit organizations) legal entities that are under the control or significant influence of the head organization of the banking holding or are included in banking groups credit institutions - members of the banking holding, provided that the share banking, determined on the basis of the methodology of the Bank of Russia, in the activities of the banking holding is at least 40 percent. The share of banking activities in the activities of the banking holding company is defined as the ratio of the assets and (or) income of credit institutions - members of the banking holding company, determined on the basis of the methodology established by the Bank of Russia, and the total assets and (or) income of the banking holding company, determined taking into account the assets and (or) income based on the accounting (financial) statements of these legal entities.

Control and significant influence for determining the members of a banking group (bank holding company) and compiling reports established by this Federal Law are determined in accordance with International Standards financial reporting(hereinafter - IFRS), recognized in the territory Russian Federation.

The parent organization of the banking holding to organize the management of the activities of the members of the banking holding and control over specified activities has the right to create a management company of a bank holding company and entrust it with the performance of duties that, in accordance with this Federal Law, are assigned to the head organization of a bank holding company. For the purposes of this Federal Law, the managing company of a bank holding company is recognized as a business entity whose main activity is the organization of management of the activities of participants in a bank holding company and control over this activity. The head organization of the banking holding company must be able to determine the decisions of the management company of the banking holding company on issues falling within the competence of the meeting of its founders (participants), including those related to its reorganization and liquidation. Management Company bank holding is not entitled to engage in insurance, banking, manufacturing and trading activities, as well as implement professional activity On the market valuable papers, management activities investment funds, mutual investment funds and non-state pension funds.

The parent credit organization of the banking group, the parent organization of the banking holding shall notify the Bank of Russia of the formation of the banking group, banking holding, the creation of the management company of the banking holding and the powers granted to it. The procedure for such notification is established by the Bank of Russia.

If, in the course of supervising the activities of credit institutions, the Bank of Russia reveals signs of participation of credit or other institutions in a banking group, the Bank of Russia shall send a request to the parent credit institution of the banking group to comply with the provisions established by this Federal Law. If, in the course of supervising the activities of credit institutions, the Bank of Russia reveals signs of their participation in a banking holding company, the Bank of Russia shall notify the parent organization of the banking holding company of its failure to comply with the requirements of this Federal Law. The head organization of the bank holding company, within a period not exceeding 30 calendar days from the date of receipt of the notification from the Bank of Russia, notifies the Bank of Russia of the formation of a bank holding company or sends information to the Bank of Russia about the reasons for such failure to notify.

If the parent organization of a banking holding company fails to comply with the requirements of this Federal Law and the Federal Law "On the Central Bank of the Russian Federation (Bank of Russia)", the Bank of Russia, in accordance with the procedure established by it, has the right to restrict the credit institution - a member of the banking holding company from conducting operations with the parent organization of the banking holding company, participants in the banking holding company for a period of up to six months, or to impose a ban on the implementation by a credit institution - a member of a banking holding of certain banking operations provided for by the license issued to it for banking operations, with the head organization of the banking holding, participants in the banking holding for a period of up to one year.

[Law on Banks and Banking Activity] [Chapter I] [Article 4]

For the purposes of this Federal Law, a banking group is an association of legal entities that is not a legal entity, in which one legal entity or several legal entities (hereinafter referred to as members of the banking group) are under the control or significant influence of one credit institution (hereinafter referred to as the parent credit institution of the banking group) .

For the purposes of this Federal Law, a banking holding is an association of legal entities that is not a legal entity (hereinafter referred to as members of a banking holding), including at least one credit institution controlled by one legal entity that is not a credit institution (hereinafter referred to as the parent organization of a banking holding), as well as (if any) other (not being credit institutions) legal entities under the control or significant influence of the parent organization of the banking holding or included in the banking groups of credit institutions - members of the banking holding, provided that the share of banking activities determined on the basis of methodology of the Bank of Russia, in the activities of the banking holding is at least 40 percent. The share of banking activities in the activities of a banking holding company is defined as the ratio of the assets and (or) income of credit institutions participating in the banking holding company, determined on the basis of the methodology established by the Bank of Russia, and the total assets and (or) income of the banking holding company, determined taking into account the assets and (or) income based on the accounting (financial) statements of these legal entities.

Control and significant influence for determining the members of a banking group (bank holding company) and compiling reports established by this Federal Law are determined in accordance with International Financial Reporting Standards (hereinafter referred to as IFRS) recognized in the territory of the Russian Federation.

In order to organize the management of the activities of participants in the banking holding and control over the said activities, the parent organization of a banking holding has the right to create a management company of a banking holding and entrust it with the performance of duties that, in accordance with this Federal Law, are assigned to the parent organization of a banking holding. For the purposes of this Federal Law, the managing company of a bank holding company is recognized as a business entity whose main activity is the organization of management of the activities of participants in a bank holding company and control over this activity. The head organization of the banking holding company must be able to determine the decisions of the management company of the banking holding company on issues falling within the competence of the meeting of its founders (participants), including those related to its reorganization and liquidation. The management company of a banking holding is not entitled to engage in insurance, banking, production and trading activities, as well as to carry out professional activities in the securities market, management of investment funds, mutual investment funds and non-state pension funds.

In the event that the parent organization of a banking holding company fails to comply with the requirements of this Federal Law and the Federal Law “On the Central Bank of the Russian Federation (Bank of Russia)”, the Bank of Russia, in accordance with the procedure established by it, has the right to restrict the conduct by a credit institution that is a member of a banking holding of operations with the parent organization of a banking holding, participants in a banking holding for a period of up to six months, or to impose a ban on the performance by a credit institution that is a member of a banking holding of certain banking operations, provided for by the license issued to it for banking operations, with the head organization of the banking holding, members of the banking holding for a period of up to one year.

1 comment on the entry “Article 4 Banking Law. Banking group and banking holding”

Article 4. Banking group and bank holding
Commentary on Article 4
1 - 3. The commented article, in its original version, devoted to groups of credit institutions and holding companies, is fully set out in new edition in accordance with the Federal Law of June 19, 2001 N 82-FZ. This Law, which made numerous changes to other provisions of the commented Law, was primarily aimed at introducing the institutions "banking group" and "bank holding" into the banking legislation (it should be noted that the term "bank holding" is not used in the Law on the Bank of Russia) .
As noted by the authors of the draft of this Law (cf. explanatory note <1>), V modern conditions development of financial cooperation, there is an urgent need to give a precise definition of banking groups, thereby separating them from other unions and associations of credit organizations and financial and industrial groups, as well as to determine the procedure for regulating their activities (the term "bank holding" appeared in the draft law in an edition prepared by second reading), which is necessary to achieve the reliability of financial statements in the context of consolidation financial flows, transparency of reporting and possibly wider information to potential investors.
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<1>THX.
Definitions of the terms "banking group" and "bank holding" are given in the norms of parts 1 and 2 of the commented article, respectively:
a banking group is an association of credit institutions that is not a legal entity, in which one (parent) credit institution exercises direct or indirect (through a third party) significant influence on decisions taken by the management bodies of another (other) credit institution (credit institutions);
A bank holding company is an association of legal entities with participation of a credit institution (credit institutions) that is not a legal entity, in which a legal entity that is not a credit institution (the parent organization of a bank holding company) has the ability, directly or indirectly (through a third party), to exert significant influence on decisions taken by the management bodies of the credit institution (credit institutions).
It can be seen from these definitions that banking groups and bank holdings are not considered as unions or associations of credit institutions, since unions and associations are an independent organizational and legal form of legal entities that are non-profit organizations, while neither a banking group nor a banking holding are independent legal entities (on unions and associations of credit institutions see commentary to Article 3 of the Law). Due to the fact that in accordance with the Federal Law of June 22, 2007 N 115-FZ<1>declared invalid Federal Law of November 30, 1995 N 190-FZ "On Financial and Industrial Groups"<2>, there is no need to talk about the correlation of banking groups and banking holdings with financial and industrial groups.
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<1>SZ RF. 2007. N 26. Art. 3088.
<2>SZ RF. 1995. N 49. Art. 4697.
Based on the definitions given in the norms of parts 1 and 2 of the commented article, the main difference between a banking group and a banking holding is that in the first association the parent organization is a credit institution, and in the second - a legal entity that is not a credit institution.
What is common for these associations of legal entities is the ability of one (parent) organization, directly or indirectly (through a third party), to have a significant impact on decisions made by the management bodies of another organization (other organizations). The concept of such significant influence is defined in the norm of part 3 of the commented article - this is an opportunity due to participation in the authorized capital of a legal entity (or) in accordance with the terms of an agreement concluded between legal entities:
determine the decisions made by the management bodies of the legal entity, the conditions for its conduct entrepreneurial activity;
appoint the sole executive body and (or) more than half of the composition of the collegial executive body legal entity;
determine the election of more than half of the board of directors (supervisory board) of a legal entity.
Both the banking group and the banking holding can be considered as transformed models of a simple partnership, which is regulated by the provisions of Ch. 55 "Simple partnership" of the second part of the Civil Code of the Russian Federation. In paragraph 1 of Art. 1041 of this chapter, it is determined that under a simple partnership agreement (an agreement on joint activities) two or more persons (partners) undertake to combine their contributions and act jointly without forming a legal entity in order to make a profit or achieve another goal that does not contradict the law. In accordance with clause 2 of this article, only individual entrepreneurs and (or) commercial organizations can be parties to a simple partnership agreement concluded for the implementation of entrepreneurial activities. At the same time, during the formation of a banking group and a banking holding, there is no connection of “deposits” and joint conduct of business, which is the most significant difference between these associations and a simple partnership in its classical sense.
It should also be noted that one can speak of a simple partnership in cases where an agreement has been concluded between legal entities that are part of a banking group and (or) a part of a banking holding, which is indicated in the norm of part 3 of the commented article. It seems that this agreement is an analogue of a simple partnership agreement (an agreement on joint activities). However, a banking group and a banking holding company, in accordance with this provision, may be based solely on the participation of one legal entity in the authorized capital of another legal entity, or simultaneously on such participation and a concluded agreement.
It should be borne in mind that according to the norms of Parts 4 and 5 of Art. 43 of the commented Law for the purposes of compilation, presentation and publication consolidated reporting on the activities of the banking group, banking holding company, the said consolidated financial statements include the financial statements of other legal entities in respect of which the credit institutions that are part of the banking group, the parent organization of the banking holding company (managing company of the banking holding company) and (or) credit institutions that are part of the composition of the banking holding may have a significant (direct or indirect) impact on the activities and decisions taken by the management bodies of these legal entities.
Taking into account these norms, Bank of Russia Regulation No. 191-P of July 30, 2002 “On Consolidated Financial Statements” (as amended by subsequent amendments), which establishes the procedure for the preparation of consolidated financial statements by credit institutions, their submission to the Bank of Russia, and the use of consolidated financial statements reporting when exercising banking supervision, introduces the term “consolidated group”, which for the purposes of this Regulation is recognized as an association of legal entities that is not a legal entity, in which one (parent) credit institution exercises, directly or indirectly (through a third party), a significant influence on decisions, accepted by the management bodies of another (other) legal entity (legal entities) - non-credit organization (non-credit organizations). See the commentary to Art. 43 of the Law.
Incidentally, Bank of Russia Regulation No. 191-P dated July 30, 2002 also contains the rules for determining the parent credit institution of a banking group for the purpose of compiling consolidated financial statements in cases where credit institutions, due to mutual participation in the authorized capital, have a significant influence on each other on decisions made by their governing bodies:
the parent credit institution of a banking group is a credit institution, the share of shares (stakes) in the total volume of shares (stakes) authorized capital which prevails over the share of shares (stakes) in the total volume of shares (stakes) of the charter capital of another credit institution;
at the same time, if credit institutions have an equal share of shares (stakes) in relation to each other in the total volume of shares (stakes) of their authorized capital, then the parent credit institution of the banking group is determined by the principle of a larger value of the indicator own funds(capital) calculated on the basis of individual reporting each lending institution.
4. The norm of part 4 of the commented article establishes the obligation of the parent credit organization of a banking group, the parent organization of a banking holding to notify the Bank of Russia, respectively, about the formation of a banking group, a banking holding. At the same time, it was established that the procedure for such notification is determined by the Bank of Russia.
Notification of the Bank of Russia about the formation of a banking group is carried out by compiling and submitting reports in accordance with form 0409801 “Report on the composition of members of a banking (consolidated) group”, provided for by the Bank of Russia Directive of January 16, 2004 N 1376-U “On the list, forms and procedure for compiling and submission of reporting forms of credit institutions in central bank of the Russian Federation” (on the named document, see the commentary to Article 40 of the Law), as amended. instructions of the Bank of Russia dated August 31, 2007 N 1881-U<1>.
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<1>VBR. 2007. No. 55.
As established by Bank of Russia Directive No. 1376-U dated January 16, 2004, this report is compiled by the parent credit institutions of banking (consolidated) groups and submitted to the Bank of Russia territorial offices:
no later than 10 calendar days from the date of formation of the banking (consolidated) group;
as the information is entered - no later than 10 working days from the date of entering the information;
at the request of the Bank of Russia - within 10 working days from the date of receipt of a written request from the Bank of Russia;
as of January 1 - no later than 2 months after reporting date(the report on the composition of the members of the banking (consolidated) group in the form 0409801 is included in the consolidated financial statements of the banking (consolidated) group, see the commentary to Article 43 of the Law).
The procedure for submitting information on bank holdings to the Bank of Russia is established by Bank of Russia Regulation No. 197-P dated September 19, 2002 "On the procedure for submitting information on bank holdings"<1>, according to which the head organization of the banking holding company (or the managing company of the banking holding company, if the head organization of the banking holding company has entrusted it with the relevant functions), in the cases provided for by this Regulation, forms a list of participants in the banking holding company for submission to the Bank of Russia of information on bank holding companies (on the managing company of the banking holding, see below).
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<1>RG. No. 206. October 30, 2002
As established by the above Regulation, no later than three months from the date of its entry into force, the head organization (management company) of the banking holding is obliged to form and send to the Bank of Russia (Department for Licensing Activities and financial recovery credit institutions) the first list of bank holding participants.
At the same time, it was established that the head organization (management company) of the bank holding company is obliged, no later than 10 days from the moment it became aware of the fact (or should have become known) requiring changes (additions) to the list of participants (appearance of a new participant of a bank holding company, withdrawal of a participant from a bank holding company, as well as changes (additions) to information about a participant in a banking holding company, including information about a change in the grounds for inclusion / non-inclusion of the reporting of a bank holding participant in the consolidated financial statements), make appropriate changes (additions) to the specified list and submit to the Bank of Russia (Department for Licensing Activity and Financial Recovery of Credit Institutions) within five days after the introduction of amendments (additions) current list participants on hard copy and in in electronic format(diskette) in the form of Appendix 1 to the Regulations.
5. The norm of part 5 of the commented article provides for the right of the head organization of a banking holding to create a management company of a banking holding in order to manage the activities of all credit institutions included in the banking holding (it is necessary to pay attention to the fact that the possibility of creating a management company of a banking group in the commented article nothing is said). At the same time, it was also established that in the event of its creation, such a management company of a bank holding company performs the duties that, in accordance with the commented Law, are assigned to the head organization of the bank holding company (however, this is expressly stated in the norms of part 4 of article 8 and part 3 of article 43 of the commented Law by using the wording “head organization of a bank holding company (management company of a bank holding company)”).
In establishing the possibility of creating the parent organization of a banking holding of a management company of a banking holding, an analogy with the provision of paragraph 3 of Art. 103 of the first part of the Civil Code of the Russian Federation (this provision is detailed in paragraph 1 of article 69 of the JSC Law; a similar provision is contained in article 42 of the LLC Law, see commentary to article 11.1 of the Law), providing that by decision general meeting shareholders powers of the executive body joint-stock company may be transferred under an agreement to another commercial organization or individual entrepreneur(manager).
In addition, the management company of a banking holding can be presented as an analogue of the central company of a financial and industrial group, legal status which Article 11 of the previously effective Federal Law “On Financial and Industrial Groups” was devoted to. Clause 1 of this article provided that the central company of a financial and industrial group could be either a legal entity that is the main company in relation to the participants in the agreement on the creation of a financial and industrial group, or a legal entity established by all participants in such an agreement. It is during the formation of the central company of the financial and industrial group according to the second of these methods that an analogy is seen with the creation of a management company of a banking holding. The central company of the financial and industrial group, formed according to the first method, was an analogue of the parent organization of the banking holding.
6. In the norm, Part 6 of the commented article establishes the foundations legal status management company of a banking holding.
First of all, the definition of the term "managing company of a banking holding" is given - this is an economic company whose main activity is the management of the activities of credit institutions that are part of a banking holding. Accordingly, the management company of a bank holding, like a credit institution, can only be created in the form of a joint-stock company, a company with limited liability or companies with additional liability (see commentary to Article 1 of the Law).
In view of the norm fixed in Part 6 of Art. 5 of the commented Law prohibiting credit organizations from engaging in production, trading and insurance activities and in order to prevent a conflict of interest between the management company of a banking holding and credit organizations that are part of a banking holding, the norm of part 6 of the commented article establishes that the management company of a banking holding should engage in these types of activities also not entitled.
In accordance with the norm of part 6 of the commented article, the parent organization of the banking holding is obliged to be able to determine the decisions of the management company of the banking holding on issues within the competence of the meeting of its founders (participants), incl. on its reorganization and liquidation.
It is necessary to pay attention to the fact that in this norm the managing company of a banking holding company is not defined in relation to the parent organization of a banking holding company either as subsidiary company nor as a dependent company. Apparently, this is due to the fact that the parent organization of a banking holding may not be a business entity. As defined in paragraph 1 of Art. 105 of the first part of the Civil Code of the Russian Federation, a business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the ability to determine decisions made by such a company. According to paragraph 1 of Art. 106 of this Code, a business company is recognized as dependent if another (predominant, participating) company has more than 20% of the voting shares of a joint-stock company or 20% of the authorized capital of a limited liability company.

(main), which has the ability to determine decisions made by one or more (subsidiary) credit institutions. This opportunity arises due to its predominant participation in the authorized capital of one or more credit institutions or an agreement concluded with one or more credit institutions.

Big legal dictionary. - M.: Infra-M. A. Ya. Sukharev, V. E. Krutskikh, A. Ya. Sukharev. 2003 .

See what "BANK HOLDING" is in other dictionaries:

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Bank holding Official terminology

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An association of credit institutions in which one of them, which is called the parent, directly or through a third party, has a significant impact on the decisions made by the management bodies of another credit institution (or others, if it is not one).

A banking group should be distinguished from a banking holding. According to the Law "On Banks and Banking Activities", a banking holding is an association of legal entities with the participation of one or more credit institutions that is not a legal entity. Its parent structure is a legal entity that is not a credit institution. It has the ability to directly or indirectly exert a significant influence on the decisions made by the management bodies of the credit institutions included in the holding.

That is, a banking holding, in contrast to a banking group, according to Russian legislation, is managed by an organization that is not a credit organization that does not have a license from the Central Bank.

When creating both a banking group and a banking holding, it is required to notify the Central Bank of the Russian Federation. A management company may be created to manage the holding. Such an organization is not entitled to engage in insurance, banking, production and trade activities.

An example of a banking group is VTB. Its group includes VTB 24 Bank, VTB Leasing, VTB Development, VTB Capital Asset Management, VTB Specialized Depository, MultiKarta, VTB Capital, IC VTB Insurance, NPF VTB Pension Fund”, “VTB Debt Center”, “VTB Pension Administrator”, “VTB Factoring”, 12 subsidiary banks in the CIS, as well as several foreign banks.

Another banking group is Life, in which Probusinessbank is considered the parent bank, the participating banks are Express-Volga in Saratov, VUZ-Bank and Bank24.ru in Yekaterinburg, Ivanovsky Regional Bank in Ivanovo, Gazenergobank in Kaluga, Investment City Bank in Novosibirsk, as well as financial solutions"Let's go!", "Probusiness-Development" and factoring company Life.

An example of a banking holding is JSC " National Bank"Trust". Its management company is CJSC Management Company TRUST. The parent organization is TIB Holdings Limited.

Another example of a banking holding is the Republican Financial Corporation, which includes OAO AKB Mosoblbank, ZAO Republican Bank, Insurance Company Gorizont, OOO ChOP Avangard and OAO Indal.

According to the law, both banking groups and banking holding companies annually provide the Central Bank of the Russian Federation with a consolidated financial statements, past audit. It includes the balance sheet, income statement, and risk calculation on a consolidated basis. Information about the organization international standard will also be consolidated.

The main purpose of creating banking groups and holdings is the consolidation of assets and capital. As a rule, the merger of banks leads to the expansion of the geography of customer service. Another additional plus is the use of a single brand, as, for example, Life does.

The creation of banking groups and holdings in Russia is regulated by Art. 4 of the law "On banks and banking activities".

banking group- this is an association of credit institutions that is not a legal entity, in which one of them, which is called the parent, directly or through a third party, has a significant influence on the decisions taken by the management bodies of another credit institution (or others, if it is not one).

That is, a banking holding, unlike a banking group, according to Russian law, is managed by an organization that is not a credit organization that does not have a license Central Bank.

An example of a banking group is VTB. Its group includes VTB 24 Bank, VTB Leasing, VTB Development, VTB Capital Asset Management, VTB Specialized Depository, MultiKarta, VTB Capital, IC VTB Insurance, NPF VTB Pension Fund, VTB Debt Center, VTB Pension Administrator, VTB Factoring, 12 subsidiary banks in the CIS, as well as several foreign banks.

Another banking group is Life, in which Probusinessbank is considered the parent bank, the participating banks are Express-Volga in Saratov, VUZ-Bank and Bank24.ru in Yekaterinburg, Ivanovo Regional Bank in Ivanovo, Gazenergobank in Kaluga, Investment City A bank in Novosibirsk, as well as the bureau of financial solutions "Let's go!", "Probusiness-Development" and the factoring company "Life".

An example of a bank holding company is JSC National Bank Trust. Its management company is CJSC Management Company TRUST. The parent organization is TIB Holdings Limited.

Another example of a banking holding company is the Republican Financial Corporation, which includes JSCB Mosoblbank, CJSC Republican Bank, Gorizont Insurance Company, Avangard Private Security Company LLC and Indal OJSC.

According to the law, both banking groups and banking holding companies annually submit audited consolidated financial statements to the Central Bank of the Russian Federation. It includes the balance sheet, income statement, and risk calculation on a consolidated basis. Organization data in the international standard will also be consolidated.