ABSTRACT
In general, an application for a banking or financial services licence must be in such form and accompanied by such fees as prescribed by regulation.28 In spite of this broad and seemingly open-ended requirement, an applicant for a banking licence, in contrast to one for a financial services licence,29 is expected to provide at least the following particulars: (a) the memorandum of association and articles of association of the company; (b) the address where its head office is located and the names and permanent
residential addresses of its directors and the name and permanent residential address of its chief executive officer, chief financial officer or chief operating officer;
(c) the name and permanent residential address of every subscriber for any class or series of shares issued by the company in a number that will exceed one per centum of all the shares of that class or series, whether such shares carry the right to vote in all circumstances or not;
(d) the addresses of each branch proposed to be opened by the company and, in the case of a mobile office, the area proposed to be served;
(e) full particulars of the business it proposes to conduct under the authority of the licence;
(f) the amount of its capital; and (g) such assurances and evidence of the foregoing as the Registrar may require
Clearly, for purposes of consolidated supervision, as noted in Chapter 2 of this book,31 an applicant must provide information on addresses of each branch
proposed to be opened by the company. The applicant must also provide information on any other related matter, such as the names and addresses of the shareholders. This statutory requirement complements the Basle Core Principles for Effective Banking Supervision.32 What, however, poses some interesting questions is the requirement for the applicant to provide particulars on the memorandum and articles of association of the company. I have argued elsewhere,33 and in Chapter 1 of this book, that, while the Zambian Companies Act 1994 requires a company to provide articles of association at incorporation, the Act does not require a company to provide a memorandum of association at any time. The legal implications of this omission have been explored at some length34 and there is no need to regurgitate such analysis here. Suffice it to say the requirement for an applicant of a banking licence to provide a memorandum of association could be interpreted along the following lines: (1) Although the Companies Act 1994 is silent on whether or not a company
must furnish a memorandum of association at incorporation, the requirement under the Banking and Financial Services Act 1994 directs an applicant for a banking licence to prepare a memorandum of association solely for the purposes of licensing and supervision. As we shall see below, this distinction is of great significance to the interpretation of the statutory provision in issue.
