The Banking Business Act

Preliminary Provisions
Title and commencement

This Act may be cited as the, “Banking Business ( Organization) Act, 2003”, and shall come into force, as from the date of Signature.

Repeal and saving

The Banking Business (Organization) Act, 1991 shall be repealed; provided that all the regulations, decisions and measures, made under the provisions thereof shall remain in force, until revoked, or amended under this Act.

Provisions of the Act to prevail

In case of existence of inconsistency, between the provisions of this Act, and any other law, the provisions of this Act shall prevail, to the extent of removing the inconsistency, between both of them.

Interpretation

In this Act, unless the context otherwise requires:

“Bank”: means the Bank of Sudan, established under the provisions of section 4, of the Bank of Sudan Act, 2003;

“bank”: means any company, registered under the provisions of the Companies Act, 1925, or an institution , or corporation, established by law, or any foreign bank, licensed to practise banking business, under the provisions of this Act;

“Banking business”: means opening accounts, of the types thereof, accepting deposits, conducting remits, opening letters of security, of the types thereof, and what relates thereto of procedure, issue of letters of credit, payment and collection of bonds, orders, payment vouchers and otherwise of stocks for value, and dealing in foreign exchange, investment, providing financing, to clients, and otherwise of the business of banks, as the Bank may specify, and may not be inconsistent with a Sharia ordinance;

“Banks owned by the State”: mean the banks owned by the Government, and the Bank of Sudan jointly, or severally;

“Branch, or subsidiary office”: means the branch, or subsidiary office of any bank, whether called agency, or any other name, which practises banking business;

“Certified auditor”: means the person, qualified by a professional association, internationally recognized, and enrolled, in the Certified Auditors Roll, who are permitted to practise the profession, in the Sudan, and the auditor subordinate to the General Audit Chambers;

“Commission”: means the Sharia Control Higher Commission, established in accordance with section 15, hereof;

“Controler”: means the person assigned by the Governor, on full, or part time basis, to control the performance of any bank, as to such conditions and period, as the decision may specify;

“Convertible currency”: means any currency capable of circulation, or remission, without a term, or condition, at the international currency exchanges, as the Bank may specify;

“Financing”: means employment of money, in accordance with Islamic forms;

“Financial institution”: means any company for employment of money, or for purposes of investment, or a corporation, or institution, which pracises any one of the banking business;

“Foreign bank”: means any bank, registered , or instituted outside the Sudan, and pracitses banking business, in the Sudan, in accordance with the provisions of this Act;

“General manger”: means the general manager of every bank, or whoever may take his place;

“Governor”: means the Governor of the Bank of Sudan;

“Loan”: means effecting ownership, by another, of money, or thing; provided that he shall restitute the specie thereof, in amount, type and character , to the lender, upon the expiry of the loan period;

“Minister”: means the Minister of Finance and National Economy;

“Obligations at sight”: mean the total obligations of any bank, which are due for payment, upon demand;

“Obligations for a term”: mean any obligations, other than obligations at sight;

“Person”: means any natural, or corporate person;

“Representation office”: means the office representing the bank;

“Sufficient interest”: means acquiring, by a person, his spouse, son, son-in-law, or partner, or whoever may take their places, of a share, not less than 10% , of the capital of any company, partnership or business;

“Supervisor”: means the person appointed by the Governor, at the head of any bank, to administer the executive business thereof, as to such conditions, powers and period, as the decision may specify.

Bank Licensed
Licence to practise banking business

1. No person shall practise banking business, or any part thereof, in the Sudan, unless he is in possession of a final written licence, issued under the provisions of the Bank of Sudan Act, and this Act, and satisfies all the conditions, provided for in the licence, this Act and the regulations made thereunder.
2. The provisions of this Act shall apply to all banks and financial institutions, licensed to practise banking business, or any part thereof, without exclusion of a branch of foreign bank, or agency .

Conditions of banks reconciled

1. The Governor, from time to time, by circulars issued thereby, may bind the banks and financial institutions, existing at the time of coming into force of this Act, to reconcile their conditions, in accordance with the provisions of this Act, and as to such manner, and period, as he may specify .
2. The Bank, from time to time, may bind banks and financial institutions, or any one thereof, to reconcile their conditions, as it may deem fit, and as to such manner and period, as it may specify .

New banks

No person (save upon a written licence from the Governor) shall perform the following, to:

1. practise banking business, or any part thereof;
2. register any company, to practise banking business, or any part thereof.

Where the Governor is convinced, from the inquiries and studies he conducts, of the feasibility of the licence application, and that the licence achieves public interest, licence may be granted, as to such conditions, as he may deem fit, and he may likewise , at any time, add, or amend such conditions, as he may deem appropriate.

No foreign bank shall be granted licence, to work in the Sudan, save upon recommendation of the Bank, and approval of the Minister.

The Governor may levy fees, on licensing to practise all, or part of banking business, or part thereof, as he may deem fit. He may also levy services fees, on all the bodies, which practise banking business, or part thereof.

No bank, instituted in the Sudan, shall amend its basic rules, or regulations, save upon the written approval of the Governor .

Where any bank does not satisfy the licensing conditions, it shall be wound up, in the way set out in this Act, or any other law in force, having connection .

Supervision and control

The Bank shall assume supervision and control of all banks and financial institutions, and any other person, who practices all, or any part of banking business, within the limits of his practice of banking business.

The Governer, or whoever he may authorize, shall have the power of the issue of instructions and directions, to any person, who practises banking business totally, or partially, and such person shall abide by such instructions and directions, and execute the same.

The word bank used

No person, without the written approval of the Governor, shall:

1. use, or continue to use the word, “bank”, or one of the derivatives thereof, in any language, or any other word, or meaning signifying banking business, by name, character or address, under which such person works in the Sudan;
2. refer, or continue to refer, to the word, mentioned in paragraph (a), in bills of exchange, notifications and notices, or by any other means .

Foreign banks branches

1. No foreign bank shall open a branch in the Sudan, for practice of banking business, save after obtaining a licence, from the Bank, and remitting such amount, as the Bank may specify for this end, to the Sudan. The Governor may amend the amount, required to be remitted, from time to time.
2. A branch of every foreign bank shall be required to present an undertaking, from the headquarters thereof, to the Bank, under which it binds itself to meet and satisfy all the obligations and undertakings, pertaining to their branch, or branches in the Sudan .
3. The Bank, upon the approval of the Minister, may revoke any licence, issued under the provisions of sub-section (1), where the bank concerned contravenes the conditions, set out in the licence, or contravenes the provisions of this Act.
4. The Bank, in case of winding the mother bank up, may attach the assets of the branch licensed in the Sudan, as to such amount, as may meet the obligations of the branch in the Sudan .

Representation offices opened

1. No foreign bank shall open a branch, or representation office, in the Sudan, to practise banking business, save after obtaining a licence, from the Bank of Sudan .
2. A representation office shall be required to present an undertaking, from its headquarters, under which it binds itself to meet and satisfy all the obligations, pertaining to its office in the Sudan .
3. The Bank may revoke any licence, issued under the provisions of sub-section (1), where the representation office contravenes the provisions of this Act, or the conditions, set out in the licence.

Branches opened, sites thereof changed and closed

The Governor may subject opening of branches, inside and outside the Sudan, and change of the sites thereof, and closing the same, to his prior approval .

Other banking business practised

Without prejudice , to the generality of banking business, in accordance with the interpretation specified therefor in section 4, any bank may practise any of the following banking business, to:

1. accept deposits, grant financing and lending, draw, accept endorse and collect stock and deal therein, in any from, in accordance with the provisions of this Act;
2. draw travelers cheques, credit cards, bank cheques and certified cheques, purchase and sell foreign exchange, purchase and sell shares and financing bills, subscribe thereto, and manage the same, and deal therein at Stock Exchanges, receive shares certificates, financing bills and precious things, keep them and provide secure safes for this work and otherwise;
3. practise agency business for others;
4. acquire estates and movables, posses and dispose thereof, by sale, mortgage and lease, and possess mortgage deeds, or any deed of interest in estates, or movables, and sell the mortgaged thing, or the subject of interest, to satisfy the rights of the bank concerned; on condition of obtaining the written approval of the Governor thereof;
5. promote banking business, by all the possible means of technology ;
6. strive to support, co-ordinate and promote economic and commercial co-operation, between the Sudan and other states;
7. any other business, as the Governer may specify, or allow.

Merger

Notwithstanding the provisions of the companies Act, 1925, or any other law, as may replace the same, no bank, operating in the Sudan, shall be merged, or joined to any other bank, or banks, save after the approval of the Governor

Higher Sharia Control Commission
Establishment of the Commission

1. There shall be established an independent part time commission, to be known as the, “ Higher Sharia Commission of Control on Banks and Financial Institutions”, to be appointed by a decision of the President of the Republic, in consultation with the Minister .
2. The Commission shall consist of a number, not less than seven, and not more than eleven persons, from Sharia scients, and experts of economics , exchange and law; provided that the majority thereof shall be from Sharia scients.
3. The decision shall specify the President of the Commission, his deputy and Secretary General.
4. The term of membership of the Commission shall be five years, subject to renewal.

Seat of the Commission

The Governor, in consultation with the Minister , shall assume preparing the appropriate seat of the Commission, and providing the funds necessary for performance of the business thereof.

Remuneration of the President and members of the Commission

The Minister, in consultation with the Governor, shall specify the remuneration of the President and members of the Commission, and terms of service of the Secretary General thereof .

Objects of the Commission

The Commission shall have the following objects, to:

1. pass Sharia edicts, recommendations and consultancy, for unifying the Sharia bases and ordinances, upon which the banking and financial activity is based;
2. follow-up the policies and performance of the Bnak, activity of banks and financial institutions, for the purpose of subjecting the same to the ordinances and values of the Islamic Sharia ;
3. purify the laws, regulations and guides of the Bank, and the banks and financial institutions, and the activity thereof, of usury transactions, and the open and hidden stratagems thereof, and all such as by nature lead to consuming people’s property in falsehood;
4. strive, with the competent bodies, to lay down for execution, Islamic forms of transactions, and devise such forms, as may be appropriate to all the needs and instruments of financing, and promote the same, in such way, as may be suitable for the primary and secondary stock exchanges.

Functions of the Commission

The Commission shall have the following functions, to:

1. consider, and express opinion, in such matters, as may be submitted thereto, by the Minister, the Governor, any of the bank managers or employees of the banks and financial institutions, and pass edicts, recommendations and consultancy;
2. aid the technical control organs at the Bank and banks and financial institutions, in performing the tasks thereof, in accordance with the ordinances of Islamic Sharia;
3. assist the Bank and banks and financial institutions, to lay down and execute qualification and training programmes, in such way, as may enable such bodies, to make the employees thereof reach the status of jurist cashier;
4. aid the researches administrations and sections to promote scientific research, and encourage publication, in such way, as may serve the objectives and functions;
5. consider such Sharia disputes, as may arise between the bodies subject to the provisions of this Act, and those who deal therewith, and pass edicts and recommendations, with respect thereto;
6. any other functions, as the Commission may deem necessary for achievement of the objectives thereof; on condition of approval of the Minister thereof.

The Commission shall not consider the matters submitted before the courts, or in which a judgement has been passed by a competent court .

Powers of the Commission

The Commission shall have the following powers , to:

1. call any of the banks and financial institutions employees, or those dealing therewith, whenever it may deem fit;
2. require and peruse documents, inspect the business of banks and financial institutions, directly, or through the Bank .

Edict of the Commission binding

A Sharia edict, passed by the Commission, in any dispute, relating to banking activity, shall be binding to the Bank, banks and financial institutions, and of mandatory execution, unless others contest the same, before the courts.

An edict, passed by the Commission, in any dispute on jurisprudential matters, shall be binding to the Bank, and the banks and financial institutions.

Bases of Banks Work
Capital

1. Every bank shall have a capital, as the Bank may specify .
2. Any bank, after the written approval of the Bank, may amend its capital, by increase, or decrease; however no decrease shall be made, before obtaining the prior permission of the competent court.
3. The Bank may order any bank, or financial institution to increase the capital thereof, to secure the safety of banking performance.
4. The Bank may specify the maximum percentage owned by one subscriber in the capital of any bank.
5. All banks and financial institutions, registered in the Sudan, shall be public companies, save such banks and institutions, as may be established by law.

Reserves and appropriations

1. Every bank shall keep a reserve balance, and remit, to such balance, a percentage of the annual profits, as to such manner and percentage, as the Bank may specify, from time to time .
2. The Governor may require banks and financial institutions to allocate appropriations, to meet bad and doubtful debts, as to such manner, as he may specify .
3. Notwithstanding the provisions of taxation laws, the appropriations, allocated under sub-section (2) above, shall be exempted from taxes, by consultation, between the Bank of Sudan and the Taxation Chambers, and the approval of the Minister .
4. A bank may form any other reserves, or appropriations, as it may deem necessary .

Restrictions on possession of shares

1. No bank shall possess, or own the shares of any company, or partnership in the primary exchange, for what exceeds such percentage, as the Bank may specify , with respect to the capital of the company, with the exception of possession of shares, to secure transactions, or pay debts; provided that such shares shall be disposed of, within such period, as the Bank may specify.
2. The size of any shares purchased by the bank , from the secondary stock exchange, and the time necessary for disposal thereof, shall be subject to such, as the Bank may specify from time to time.
3. No bank shall subscribe, or attempt the procedure of registering any company, in accordance with the provisions of sub-section (1), before obtaining the prior approval of the Bank
4. The provisions of sub-section (1) shall not apply to the shares possessed by the bank, upon approval of the Bank, concerning any company, public institution, or corporation, the basic field of the business of which is any of the production sectors, or infrastructure
5. No bank shall subscribe to any company, or own a share in any bank, or institution, registered outside the Sudan, save after the prior approval of the Bank
6. Any bank, which owns any shares, or any portion in the Capital of any company , partnership, bank or institution inside, or outside the Sudan, shall notify the Bank of such ownership, and the percentage thereof.

Acquiring and possession of estates

1. 26.(1) Subject to the provisions of section 13(d) , any bank may acquire, or possess any estates, whatever the origin thereof may be, for the purposes of trade and investment, within such limits, as the Governor may specify . (2) Any bank, or financial institution may acquire, or possess any estate, in payment of a debt ; on the condition of disposal thereof, during such period, as the Governor may specify .

Fees and profits margins specified

1. The Bank may specify profits margins, commissions and fees, and the manner of calculating distribution of profits.
2. Notwithstanding the provisions of sub-section (1) , the Bank, where it is convinced that there is reasonable ground, may specify, for any bank, such profit margin, commission or fee, as may pertain thereto.

Fluid assets kept

Every bank shall keep, in the form of fluid assets, as is set forth in sub-section (2) below, an amount not less, at the end of any day, than a percentage of the obligations, as the Governor may specify from time to time.

For the purposes of this section, “fluid assets”, include all, or any of the following:

1. the paper money, or coinage, which are legal tender, in the Sudan, and also foreign currencies;
2. the net balances, deposited with the Bank, including the reserve, required to be kept, under the provisions of section 28(1), of the Bank of Sudan Act, 2003;
3. the net balances, deposited with other banks, in the Sudan, and subject to withdrawal, upon demand;
4. the net balances, deposited with banks abroad, and subject to withdrawal upon demand abroad, bank cheques and traveller cheques; provided that such balances and amounts, which are subject to payment, shall be valued by currencies subject to remittance. Such balances, or amounts shall not be more than a particular percentage of the fluid assets, which have to be kept in pursuance of the provisions of this section, as to such amount , as the Governor may prescribe, from time to time;
5. financing bills and certificates.

Notwithstanding the provisions of sub-section (2), the Governor may, from time to time, amend, omit or add to such items, as may be fluid assets.

Restrictions on financing

No bank shall:

1. grant, without approval of the Governor, any financing, or advance any securities, or incur any other financial obligations, on behalf, or to the benefit of any person, declared bankrupt, wound up, or there are obligations upon him, to the benefit of such bank, or the benefit of another bank, and has failed in the payment, or settlement thereof;
2. grant any financing, upon the security of the shares of the client in the bank;
3. grant, or enter into any agreement, to grant any financing, without the prior permission of the Governor for any :
   1. of its directors;
   2. company, partnership or person, with any of its directors there is sufficient interest, with the exception of a public company;
   3. company, or partnership, any of the directors of which is a director, agent of, or employed thereby, or guarantor thereof , in which he has sufficient interest;
   4. individual, with whom any of directors of the bank is a partner, or guarantor thereof, or with whom he has sufficient interest;
   5. company owned by the bank, or in which it has sufficient interest;
4. advance any securities, or incur any other financial obligations, on behalf , or for the benefit, of the person, mentioned in paragraph (c) , without the prior approval of the Governor .

In this section, the word, “director”, includes the chairman, or member of the board of directors of any bank, its general manager, his deputy, assistants, its legal counsel, certified auditor, members of the Sharia Control Commission and its Secretary General, and branch managers, and whoever may be in the position thereof .

Banks financed

The Bank may grant financing, to banks, as to such manner, as it may deem fit, and such terms and conditions, as it may prescribe.

Inspection of Banks
Inspection

1. The Bank shall conduct inspection of the accounts and records of every bank, or financial institution, company, partnership or institution, owned by any bank, with a percentage, not less than 50%, after written notification of the general manager, branch manager, or whoever may stand in their position .
2. The official, authorized by the Bank, to inspect, shall in writing notify the general manager, branch manager or whoever may deputize therefor, of the intention to inspect. Upon such notification, it shall be mandatory, upon every general manager, branch manager, official or employee , to present, for inspection, all the books, accounts and documents, under his custody, and furnish the inspector with such data and information, about the bank , as he may require, within such period, as he may specify .
3. The official, authorized by the Bank, to conduct the inspection , may require, from any general manager, branch manager, or any other official or employee, a signed written declaration, on any fact, financial position or document included by the inspection .
4. The Governor may give any of the bodies, mentioned in sub-section (1), a copy of the inspection report, pertaining thereto .

Orders subsequent to inspection

1. The Governor, after study of the inspection report, may direct the bank, or financial institution, or any other body having concern in the report, to take such corrective measures, as he may deem fit.
2. Notwithstanding the provisions of any other law, the Governor may inflict administrative, or financial sanctions, on any bank, or financial institution, or company in which the bank owns a share not less than 50%of the capital, as he may deem fit, under regulations, and decisions, to be made by the Bank for this purpose.

Control of Banks Management and Business
Banks owned by the State

1. Notwithstanding any provision in any other law, general managers, or the deputies thereof, at the banks owned by the State, shall be appointed, or re-appointed, by consultation with the Governor; and the Bank, upon public interest, or the interest of depositors, may issue a decision suspending, or relieving any chairman, or member of the board of directors, general manager, or his deputy, from performing his tasks immediately, and recommend, to the Minister, to take the necessary measure.
2. The Bank, upon public interest, or the interest of depositors, may decide to terminate the service of any of the employees, below the scale of deputy general manager .

Banks not owned by the State

Notwithstanding the provisions of the Companies Act, 1925, the Governor shall have the power of administrative control of banks, not owned by the State, as follows:

1. the election, appointment, re-election or re-appointment of any chairman, or member of the board of directors, or general manager shall not be effective, unless the same is made, upon the written approval of the Governor;
2. the Bank, where it deems necessary, for public interest, or avoiding management of the bank affairs, in such way, as may be injurious to the interest of depositors, or national economy, may decide to terminate the service of any chairman, or member of the board of directors, any general manager, deputy general manager or any of the employees of the bank;
3. the Bank may specify the period of service of any general manager; on condition that extension of service shall not be made, save after obtaining the Bank approval;
4. no general manager , or deputy general manager shall be dismissed, save after notification of the Governor, and expressing the reasons demanding the same.

Banking operations controlled

The Governor, whenever he may deem that necessary, may:

1. prevent any person generally, or any bank, in particular, from entering a certain banking operation, or operations ;
2. order the non-permit of financing, or loans, above a certain amount, without prior permission thereof,
3. prescribe a maximum, or minimum limit , for the size of financing granted, for the various types of financing;
4. prescribe a maximum limit for the total value of financing and loans granted , from time to time;
5. issue his directions, to banks in general, with respect to the following:
   1. the purpose, for which the financing is granted, and the purposes , for which financing shall not be granted;
   2. the margin, which shall be kept, with respect to the various securities, in consideration of the granted financing;
   3. the maximum limit of such amount of financing, as can be granted, to any company, partnership, a group of persons or an individual;
   4. the maximum limit of such securities and undertakings, as can be given, on behalf of any company, partnership, a group of persons or an individual;
   5. the profit margin and such conditions, as under which financing, securities or undertakings may be granted ;
   6. any other matters, as he may deem necessary, or fit.

The Governor may prohibit banking dealing totally, or partially, with any person, whatever his capacity may be, at any, or all the banks and financial institutions; and the prohibited person shall not manage an account, or banking operations, on behalf of others ; provided that the Governor may remove the prohibition, whenever the reasons thereof are removed, as to such conditions, as he may deem fit .

Banks administrative charts

1. Every bank, or financial institution existing, or to be established, after the promulgation of this Act, shall prepare such administrative chart , as may give due regard to the objectives and functions of the bank, or financial institution, upon the approval of the Bank .
2. The Governor may direct any bank , or financial institution, to amend the administrative chart thereof, in such way, as may achieve public interest, and the interest of clients.
3. Banks, in co-ordination with the Bank, shall provide an annual balance sheet, to be allocated to train the employees, and raise their technical abilities, through regular training courses .

Supervisor, or controller appointed

1. Notwithstanding the provisions of any other law, the Governor may, where it transpires to him that any bank has fallen in the case of insolvency, or his financial, or administrative position is subjected to danger, or there is, in its continued activity, prejudice to the depositors rights, or commits a grave contravention , or contraventions, appoint a supervisor, to assume management of such bank, as to such powers and conditions, as he may deem fit.
2. The Governor may appoint a controller to any bank, as to such conditions and period , as he may deem fit .
3. The Governor may direct any bank to appoint one, or two persons, from those possessed of competence, experience and good reputation and know how of banking business, as a member of the board of directors of such bank.
4. The Governor, whenever vacancy in the board of directors of any bank occurs, and it is not possible for the board to play its role, for any of the reasons, may constitute an administrative committee, from those of qualification, to carry out the burdens of the board of directors, as the constitution decision may specify, and pending call of the general assembly, and selection of a new board of directors.

Miscellaneous Provisions
Banks holidays

1. The Bank shall solely specify the banking business hours, and bank holidays, at the beginning of every Gregorian year; and no bank shall open, or perform any work, with the public, on any day, as may be declared as banks holiday; save upon a special permission from the Governor .
2. The Governor may solely declare, at any time, deeming any day as banks holiday .
3. No bank shall close, or suspend working, during ordinary days, save upon the approval of the Governor.

Banking business suspended

1. In case of occurrence of such emergent event, as may require suspension of banking business, the Governor , in consultation with the Minister, may issue a decision, to banks, to close the doors thereof temporarily, and suspend the business of the same; provided that they shall resume practising their business, as the decision may specify .
2. In case of occurrence of an emergent event, at any bank, the Governor may decide to suspend work, at such bank, for such period, as the decision may specify; provided that the suspension decision shall forthwith be submitted, to the board of directors of the bank, for cognizance.

Work with more than one bank prohibited

No person, who is a chairman, or member of the board of directors, general manager or legal counsel of any bank, or has direct, or indirect relation with the management of any bank, shall discharge, during his work with such bank, the burdens of any office, at any other bank, save upon permission of the Bank.

Loss of capacity

1. No person shall work, or continue working, as a chairman, or member of the board of directors, general manager, deputy or assistant general manager, at any bank, or have a direct connection with the management of any bank, where he is:
   1. convicted of an offense, involving honour and honesty;
   2. bankrupt, suspends payment or enters into settlement with his creditors;
   3. a chairman, or member of the board of directors, general manager, deputy or assistant general manager of any bank, or financial institution, or of direct connection with any bank, or financial institution, as may have been wound up ; provided that the Governor shall exclude any person, upon objective reasons, where public interest requires the same.
2. Every person, from those mentioned in sub-section (1), shall inform the management of the bank, and the Governor, forthwith the occurrence of any of the incapacities, set out in sub-section (1) .

Documents destroyed

No bank, or financial institution shall destroy the documents, pertaining to the business thereof, before the expiry of such period, as the Bank may specify, from time to time . Every bank, or financial institution, before destroying such documents, shall register and keep the same in electronic sets.

Licence revoked

1. The Bank, in consultation with the Minister, may revoke any licence, held by any bank, or body licensed to practise banking business, or part thereof, where:
   1. the bank, or licensed body ceases to practise work;
   2. it fails, at any time, to be bound by the conditions, set out in the licence;
   3. it practises banking business, in such way, as may prejudice the interests of depositors, or public interest;
   4. it transpires that the assets thereof are not sufficient, to cover its obligations, towards depositors, or creditors;
   5. it contravenes the provisions of this Act, the regulations, decisions and directions, made thereunder ;
   6. it fails in conciliating the conditions thereof, in accordance with the provisions of section 6 , hereof .
2. The Governor may revoke the preliminary approval, to practise banking business, within such period, as he may specify, where the promoters fail to satisfy the conditions of approval; and in such case the promoters shall bear all the obligations and burdens, resulting from revocation of such approval .

Banks wound up

1. Notwithstanding the provisions of the Companies Act, 1925, or any other law in force, any bank whose licence is revoked by the Bank, shall be wound up.
   The Bank may present an application, to the competent court, to admit winding the bank up under its supervision , where:
   1. the licence, granted to the bank, under the provisions of this Act is revoked;
   2. the bank is finally prevented, from practice of banking business, under the provisions of this Act;
   3. the bank is prevented, from practice of banking business, for any reasons, under any other law.
2. Any bank may wind itself up voluntarily; on condition of obtaining the prior approval of the Bank, and as to such conditions, as it may specify .
3. No bank shall voluntarily be wound up, save under the supervision of the competent court .

Precedence of payment upon winding up

1. Notwithstanding any contrary provision, in any other law, upon winding up any bank, or financial institution , as may accept deposits, the following amounts shall be paid, by way of precedence , according to the following arrangement:
   1. deposits of depositors, in their current accounts, and the obligations, at sight, saving accounts, margins of letters of security and credit, then investment accounts;
   2. employees rights;
   3. rights and debts of the Bank;
   4. letters of security and undertakings;
   5. all the debts, due to lessors, for estates, or movables;
   6. non-commercial debts, due to the Government, any of the ministries, units or institutions thereof, or companies;
   7. all the other debts and obligations, and they shall be equal in the grades and class thereof .
2. Previous debts shall forthwith be repaid, from the assets, as may be sufficient to satisfy the same, after seizure of such amounts, as may be necessary, for the expenses and expenditure of winding up .
3. The rights of subscribers, to the wound up bank, shall be wound up, on the basis of sharing the remaining property , at the proportion of the shares, or dividends, owned by each one of them, after satisfying all the obligations, set out in sub-sections (1) and (2).

Official liquidator

Notwithstanding any contrary provision , in any other law, the Governor shall appoint the official liquidator of any bank, as may be decided to be wound up , or for any of winding up procedure. The Governor may request the competent court to approve such official liquidator.

Assets seized

1. Where any bank becomes unable to meet its obligations, or ceases payment, it shall not dispose of such assets, and shall be seized by the Bank, to meet the obligations thereof.
2. Every chairman, or member of the board of directors, general manager or deputy general manager, who disposes of the bank assets, while he knows the inability of the bank, to meet its obligations, or ceases payment, shall be bound to restitute the real value of the assets, which he has disposed of .

Competent court

Suits, provided for in this Act, shall not be tried before any court, below the General Court .

Secrecy

1. Notwithstanding any contrary provision, in any other law, any member of the board of directors, general manager, deputy general manager or employee of any bank, or any other person, assigned to perform official business, under the provisions of this Act shall be prohibited to present, to any person, any information, or statistics, relating to the bank, clients accounts or the commercial, or financial transactions thereof, which he has obtained, in the course of performing his official business, under the provisions of this Act, or any other law.
2. The following shall be excluded, from the provisions of sub-section (1):
   1. such information and statistics, as the Bank may require, for the purpose of exercising its powers of control of banks. Such information and statistics shall not be revealed, or used other than for this purpose;
   2. such information and statistics, as may be required by the Minister of Justice, or by a competent court .
3. The information, provided for in this section, shall not be presented, to any body, other than the competent court , save after obtaining the approval of the Governor. Presentation of such information, and granting of the approval shall be within the framework of full secrecy of banking business .

Banks funds and employees

1. Banks funds shall be deemed public funds, for the purposes of the Criminal Act, 1991, or any other criminal law, as may replace the same.
2. Any chairman, or member of the board of directors, general manager, deputy general manager, certified auditor, official, employee or liquidator of any bank, shall be deemed public servant, for the purposes of criminal trial .

The Bank intervention into suits

The Governor may intervene, as complainant, or plaintiff, in any suit, concerning any bank, before justice organs. He may also institute criminal and civil suits, against any person, of the employees of banks, boards of directors thereof and those dealing therewith, where it transpires thereto, that public interest, rights of depositors or rights of the bank have been prejudiced .

Penalties

1. Without affecting any other penalty, prescribed under any other law, every person, who contravenes the provisions of sections 5 and 9, shall, upon conviction, be punished, with imprisonment, for a term, not exceeding four years, or with fine, not less than five hundred thousand Dinars, or with both .
2. Whoever contravenes the provisions of section 55, shall, upon conviction, be punished, with imprisonment, for a term , not exceeding two years, or such fine, as the court may specify, or with both
3. Subject to the provisions of sub-sections (1) and (2), whoever contravenes the provisions of this Act, the regulations, decisions or rules, made thereunder, shall be punished, with imprisonment, for a term, not exceeding ten years, or with such fine, as the court may specify, or with both .
4. The provisions of Chapter II , of Part II , of the Criminal Act, 1991, or any other criminal law, as may replace it, relating to joint acts, criminal conspiracy, abetment , or assistance, in addition to the provisions of Part X , of the same Act, pertaining to offences, relating to public servants and employees.
5. Severer penalty shall apply, in case of inconsistency of the penalties, provided for in this Act, with the penalties, set out in any other punitive law.
6. Notwithstanding any penalty, provided for in this Act, or any other laid, the Governor may inflict an administrative, or financial sanction, or both together , on any bank, or person, who contravenes the provisions of this Act, the directions, instructions, regulations and decisions, made thereunder; provided that the administrative and financial sanctions shall be under regulations, to be made for this purpose .
7. Where it is proved, to the Governor, that any bank has issued a letter of security, undertakes or breaches any of the sound banking customs, and causes injury to any person, without justification, he may deduct, from the bank’s account, and directly pay any amount, to the beneficiary or injured person, in addition to any other sanctions, as he may prescribe .

Sudanese Banks Union

There shall be established, in the Sudan, a banks union, to be known as the, (Sudanese Banks Union), including, in the membership thereof, all the banks, in the Sudan; and the Bank shall strive to prepare the basic rules and general regulations thereof, in consultation with the banks.

Power to make regulations

1. The Bank may make such regulations, as may be necessary, for the implementation of the provisions of this Act.
2. The Governor may make such orders, directions, instructions, rules and decisions, as may be necessary , for the implementation of the provisions of this Act .

(B)

The recovery plan shall be updated at least once a year, or following any change in the organizational structure of the bank or banking group, its activities, or its financial position, as well as in the event of any other changes affecting the contents of the recovery plan and its feasibility of implementation.

(C)

The Bank shall assess the capacity of the bank and the banking group and may direct them to take specific measures aimed at addressing obstacles that may prevent the possibility of recovery.

Chapter Nine

Early Intervention

Early Intervention Cases

Article 59

(1) The Bank shall take early intervention measures in any of the following cases:

(A)

The bank has engaged, or is about to engage, in any practices that threaten the soundness of the bank or the interests of shareholders, depositors, the public, or the banking system.

(B)

The bank has demonstrated serious weaknesses in governance, risk management, compliance, internal controls, or sound accounting practices.

(C)

The bank is experiencing liquidity difficulties due to repeatedly seeking facilities from the Bank.

(D)

Its level of profitability threatens its ability to continue operating in the medium or long term.

(E)

It has been exposed to the effects of risk transmission from the group to which it belongs.

(F)

It has failed to comply with:

First: Prudential requirements.

Second: The implementation of the Bank's decisions.

Third: Conducting its business with transparency and integrity.

(2)

The Bank may, by decisions it issues, specify any other reasons that threaten or adversely affect the soundness of the bank or the interests of depositors and require it to take early intervention measures.

Early Intervention Measures

Article 60

In the event of any of the cases referred to in Article 59, the Bank shall take any of the following measures:

(A)

Direct the bank to increase its capital.

(B)

Prohibit the distribution of profits to shareholders.

(C)

Direct the bank to diversify its sources of funding.

(D)

Direct the bank to reschedule its debts with creditors.

(E)

Direct the bank to obtain strategic partners.

(F)

Dismiss or replace the Chairman of the Board of Directors, any member of the Board, executive management, or any employee.

(G)

Impose restrictions on incentives and remuneration of members of the Board of Directors or executive management.

(H)

Restrict financing and investments, as well as the acquisition or sale of assets.

(I)

Appoint an administrator.

(J)

Take any other measures that the Bank deems appropriate.

Appointment of the Administrator

Article 61

(1)

The Governor may, for the purpose of restoring the sound financial and administrative condition of any bank, appoint an administrator from among the Bank's employees who have the necessary experience and knowledge, or any other person with equivalent qualifications.

(2)

The Bank shall establish the conflict-of-interest rules applicable to the administrator in their relationship with banks.

(3)

The administrator may not delegate their powers to any other person.

(4)

The bank shall bear all expenses related to the administrator, including compensation for any damages payable to a third party resulting from errors committed by the administrator in good faith.

Duties of the Administrator

Article 62

(1)

The administrator may take all or some of the administrative measures necessary to restore the bank to a sound condition, in accordance with the authority delegated to them by the Bank, including the following:

(A)

Provide assistance and advice to the General Assembly and the bank's Board of Directors.

(B)

Submit proposals to the decision-making bodies of the bank.

(C)

Monitor the bank's implementation of the Bank's binding decisions and directives.

(2)

The administrator shall assess the following:

(A)

The seriousness of the violations identified.

(B)

The bank's willingness and ability to rectify the identified violations.

(C)

The degree of risk posed by the bank to the banking sector and the financial system.

(3)

When assessing the seriousness of the identified violations, particular consideration shall be given to the following:

(A)

The bank's financial position.

(B)

Capital adequacy in relation to risks.

(C)

The impact of the violations on the bank's future financial position.

(D)

The number of identified violations and the extent to which they are interconnected.

(E)

The duration and recurrence of the violations.

(F)

The bank's compliance with laws and regulations.

(4)

When assessing the bank's willingness and ability to rectify the identified violations, particular consideration shall be given to the following:

(A)

Its ability to assess, monitor, and manage its operational risks.

(B)

The effectiveness of the internal audit and control system.

(C)

Its effectiveness in correcting previously identified violations, particularly in implementing previously imposed measures.

(D)

The extent of its cooperation with the competent authorities during supervision.

(5)

When assessing the degree of risk posed by the bank to the financial and banking system, the importance of the bank within the financial system and its impact on the risk system shall be assessed.

(6)

If the bank's financial position is not restored, the Bank shall commence the recovery process.

Seizure of Assets

Article 63

(1)

The Governor may seize the assets of any bank if it becomes unable to meet its obligations or ceases to pay its creditors, and the bank shall not be permitted to dispose of its assets.

(2)

Any member of the Board of Directors or executive manager who disposes of the bank's assets while knowing that the bank is unable to meet its obligations or has ceased paying its creditors shall be required to repay the actual value of the assets disposed of.

RECOVERY

Objectives of Recovery

64. Recovery aims to achieve the following:

(a) Ensuring that the bank continues to perform its critical functions.

(b) Avoiding adverse effects on the financial market and preventing their spread, including effects on financial market infrastructure, and maintaining market discipline.

(c) Protecting the rights of depositors and other customers.

(d) Protecting public funds by minimizing financial support.

(e) Maintaining the soundness of the financial sector.

Recovery Measures

65. The Bank shall be responsible for the recovery of any bank.

(2) For the purposes of recovery, the Governor may appoint a temporary administrator for the bank.

(3) The Bank shall supervise the activities of the bank under recovery and shall have all the powers of the shareholders and administrative authorities, and shall manage and dispose of all the assets and property of the bank.

(4) When exercising its recovery powers and applying recovery tools, the Bank shall not require the approval of any authority, including the shareholders, Board of Directors, executive management, or creditors of the bank.

(5) The Bank shall seek to minimize the effects and costs of recovery to the extent necessary to achieve its objectives.

Mandatory Implementation of the Recovery Decision

66. The Governor's decision to place a bank under recovery shall be immediately enforceable and may not be suspended or prevented from being implemented.

(2) Legal proceedings against the Governor's recovery decision shall have no adverse effect and shall not prevent or hinder its implementation except pursuant to a court judgment.

(3) Compensation for any party affected by the Bank's recovery decision shall be limited to monetary compensation.

Conditions for Recovery

67. The Governor shall take recovery measures if the following conditions are met:

(a) There are no alternative supervisory measures or other special measures that would enable the bank to restore its sound condition within a reasonable period.

(b) Recovery measures are necessary to achieve their objectives.

(c) One or more of the indicators set out in paragraph (2) exist.

(2) A bank shall be considered unable, or likely to be unable, to continue carrying out its activities if:

(a) It is unable to meet the demands of depositors and other creditors in the absence of financial support.

(b) Its capital is less than 50% of the capital adequacy ratio determined by the Bank.

(c) The Governor has reasonable grounds to believe that the bank or its executive officers are involved in criminal activities that threaten the interests of depositors, or that the bank's business is being managed in a manner that harms depositors, creditors, and customers and threatens the stability of the financial system.

(d) It has exhausted all facilities provided to it by the Bank, indicating that it has lost access to the market.

(e) It has engaged in fraudulent or suspicious practices that threaten its reputation and financial soundness.

(f) It has failed to cooperate with the Bank and its inspectors to enable the Bank to perform its supervisory responsibilities.

(g) Any assets appear in its records th

Chapter Eleven

Liquidation

Bank's Authority to Liquidate

Article 84

(1) Notwithstanding the provisions of the Companies Act of 2015 or any other law, the Bank shall be the sole authority competent to issue a decision to liquidate any licensed entity, provided that such liquidation shall be under the supervision of the competent court.

(2) The Bank shall issue a decision to liquidate any licensed entity in the following cases:

(A) Revocation of the license granted to the licensed entity.

(B) Prohibition of the licensed entity from conducting banking activities pursuant to any other law.

(3) Any licensed entity may request voluntary liquidation after obtaining the prior approval of the Bank.

(4) The liquidation decision shall be published in the Official Gazette and in two local daily newspapers within a period not exceeding one week from the date of its issuance.

(5) The provisions of the Bankruptcy Act of 1929, or any law replacing it, shall not apply to the licensed entity or the branch of a foreign licensed entity.

(6) If the Bank decides to revoke the license of a branch of a foreign licensed entity, decides to liquidate it, or if the branch of the foreign licensed entity requests voluntary liquidation, the parent entity shall not dispose of any of the branch's assets or funds or transfer them outside the country until all liabilities owed by the branch within Sudan have been settled.

(7) The Governor may, upon the recommendation of the liquidator, amend the timelines and procedures for liquidation provided for in this Law to suit the nature of the licensed entity's activities and the size and business model of the entity.

Appointment of the Liquidator

Article 85

(1) The Governor shall have the exclusive authority to appoint, replace, and dismiss a liquidator.

(2) The decision appointing the liquidator shall take effect from the date of its issuance unless the decision provides otherwise.

(3) The liquidator shall be a Bank employee or any other person who meets the conditions specified by the Bank.

(4) The Bank shall establish the conditions governing the liquidator's entitlement to fees or financial penalties in the event of failure to achieve the objectives of liquidation.

(5) The costs and expenses of liquidation, including the liquidator's fees and the fees of experts, shall be paid from the assets of the licensed entity under liquidation.

(6) The Bank shall indemnify the liquidator against any claims or fees related to work, judgments, orders, fines, or settlement amounts paid, including legal fees, reasonably incurred by the liquidator in the performance of his functions, provided that he acted in good faith and in a manner consistent with the performance of his duties and responsibilities or the exercise of his powers under this Law.

(7) The liquidator's fees shall be paid immediately from the liquid assets of the licensed entity under liquidation whenever such assets are sufficient, as determined by the liquidator and approved by the Bank. If the liquid assets are insufficient, the liquidator shall be paid from the proceeds of the sale of assets according to the priority of payment set out in Article 94.

Powers, Authorities and Duties of the Liquidator

Article 86

(1) The liquidator shall be the sole legal representative of the licensed entity under liquidation and shall, immediately upon the effectiveness of his appointment, commence the liquidation proceedings in order to achieve their objectives.

(2) For liquidation purposes, the liquidator shall have the powers, authorities, and duties of the temporary administrator provided for under this Law.

(3) The liquidator shall place a notice at the premises of the licensed entity under liquidation stating the cancellation of its license, the measures taken by him under this Law, and the date on which such measures take effect, including the cancellation of the powers and authorities of persons authorized to conduct payment and financial transfer operations and manage assets.

(4) Immediately upon assuming his duties, the liquidator shall conduct an inventory of the assets of the licensed entity under liquidation and submit a copy of the report to the Governor and the competent court.

(5) The liquidator shall have full and exclusive authority to manage and control the licensed entity under liquidation and shall have the right to appoint and terminate the services of experts, specialists, consultants, and professionals, and to direct and terminate the employment of directors and employees.

(6) The liquidator shall have the following powers and authorities:

(A) Retain the books, records, and assets of the licensed entity.

(B) Monitor assets and liabilities and arrange for the payment of contingent liabilities under such conditions as he deems fair.

(C) Transfer or sell assets or liabilities.

(D) Take any action necessary for liquidation in order to obtain the highest return from the sale of assets, including the following:

First: Execute or refrain from executing any transactions of the licensed entity that do not require authorization.

Second: Borrow funds with or without security against the assets of the licensed entity under liquidation.

Third: Suspend or restrict the payment of debts with the approval of the Bank.

Fourth: Collect and recover debts owed to the licensed entity from other parties.

(7) Within a period not exceeding one hundred and twenty days from the effective date of his appointment, the liquidator shall provide all depositors, other creditors, and safe deposit box lessees with a statement of the nature and amount of their claims against the licensed entity. They shall submit any objections to this statement within thirty days from the date of receipt.

(8) The liquidator shall submit a monthly report and any other information requested by the Bank.

(9) The liquidator shall be responsible for performing his duties and exercising his powers and authorities in accordance with the regulations issued by the Governor.

Freezing of Rights

Article 87

(1) Upon commencement of liquidation, the following shall apply:

(A) Any contractual or other rights that have expired or for which the limitation period for making a claim has expired shall be frozen.

(B) Any penalties imposed on the licensed entity shall be frozen, and no additional obligations or penalties shall be imposed on it.

(C) Any legal proceedings against the licensed entity and the exercise of any rights over the assets of the licensed entity, whether liquid or non-liquid, shall be frozen.

(D) No claims against the assets of the licensed entity shall be paid except the rights of the liquidator.

(E) Any lien or preferential right over the assets of the licensed entity under liquidation shall lapse, except for those existing six months prior to the announcement of liquidation or those created by the liquidator during the liquidation process.

(F) The rights of shareholders shall lapse, except for the right to receive dividends, if any, in accordance with this Law.

(2) Any transfer of assets of a licensed entity within six months of its inability to meet its obligations or cessation of payment shall be deemed void. The liquidator may recover any such assets or their value from the person to whom they were transferred, except where the person acquired the assets in good faith and for consideration.

Payment and Delivery Orders

Article 88

The payment of amounts, delivery of financial instruments, payment orders, and orders for the delivery of financial instruments made through payment and settlement systems shall not be revoked if the licensed entity being liquidated participated directly or indirectly in the system, up to the end of the day on which the liquidation order was issued.

Proof of Rights

Article 89

Any interested person may submit an application to the liquidator to establish his rights within thirty days from the date of appointment of the liquidator.

Submission of Claims

Article 90

Within ninety days from the date of submission of claims, the liquidator shall take the following measures:

(A) Reject any claim if he has doubts as to its validity.

(B) Determine the amount of the claim and its payment priority in accordance with the provisions of this Law.

(C) Prepare a schedule of claims and the steps to be taken and submit it to the Bank.

(D) Notify every person whose claim will not be paid in full.

(E) Publish in the newspapers the time and place at which the schedule of liquidation steps will be available for review and the date on which it was deposited with the Bank, provided that such date shall not be more than thirty days before the date of publication.

Objections

Article 91

(1) Any depositor, other creditor, shareholder, or other interested party may object to the schedule of steps within twenty days from the date it is deposited with the Bank. The Bank shall consider such objections after notifying the liquidator and the parties concerned.

(2) The Bank shall direct the appropriate amendment to the schedule where necessary.

Payment of Claims

Article 92

(1) After the schedule has been deposited, the liquidator may make partial payments to holders of undisputed claims or claims approved by the Bank, provided that an adequate reserve is maintained to meet disputed claims.

(2) The liquidator shall make the final payment as soon as possible after all objections have been decided.

Liquidation of Branches of Foreign Licensed Entities

Article 93

(1) If a branch of a foreign licensed entity is liquidated, priority shall be given to the creditors of the branch or entity when distributing the proceeds from the sale of assets, unless the liquidator, with the approval of the Bank, determines that this is not in the interests of the liquidation.

(2) In the event of liquidation of the foreign licensed entity's parent entity, the Bank may seize the assets of its branch in Sudan to the extent necessary to meet its obligations.

Priority of Claims and Payment

Article 94

(1) The following amounts shall be paid from the proceeds of the assets of the licensed entity in the following order:

(A) Costs and fees incurred by the Bank.

(B) Secured claims, to the extent covered by the security.

(C) Insured deposits.

(D) Employees' rights.

(E) Savings and time deposits, up to an amount determined by the Bank for each depositor when aggregated.

(F) Letters of guarantee and undertakings.

(G) All debts owed to lessors of real or movable property.

(H) Non-commercial debts and debts owed to the Government, any ministry, institution, or company affiliated with it.

(I) All other debts and liabilities, which shall rank equally within their respective classes.

(2) The preceding debts shall be paid from the assets where sufficient funds remain to meet them after reserving the amount of the necessary remaining liquidation expenses.

(3) After the Bank has scheduled all claims submitted within the prescribed period, any remaining claims that were not submitted within the period specified in Article 89 shall be paid.

(4) The rights of shareholders of the licensed entity shall be paid on a residual basis in proportion to their shareholdings after all liabilities referred to in paragraphs (2) and (3) have been satisfied.

(5) If the remaining amount for any class is insufficient to make full payment, the amount shall be distributed proportionately among the members of that class.

Unclaimed Funds

Article 95

Unclaimed funds shall be deposited with the Bank and retained after the final distribution until claimed.

Completion of Liquidation

Article 96

(1) The liquidator shall submit the audited accounts to the Bank after obtaining the approval of the court once all assets have been distributed in accordance with the provisions of this Law.

(2) The liquidator shall notify the Commercial Registrar of the completion of the liquidation so that the licensed entity may be removed from the Companies Register.

(3) The liability of the liquidator shall terminate from the date on which the licensed entity is removed from the Companies Register by the Commercial Registrar.

(4) The Bank shall announce the liquidation and termination of the legal existence of the licensed entity in Sudan.

Chapter Twelve

Confidentiality, Requests for Information and Exchange of Information

Banking Secrecy

Article 97

(1) Notwithstanding the provisions of any other law, all customer accounts, deposits, trusts, and safe deposit boxes held with a licensed entity, as well as the transactions relating thereto, shall be confidential. No person may have access to them or be provided, directly or indirectly, with any data or information concerning them except with the written authorization of the holder of the account, deposit, trust, or safe deposit box, or one of his heirs, or one of the beneficiaries under a will concerning all or part of such funds.

This prohibition shall apply to all persons and entities, including entities authorized by law to inspect or obtain documents or data whose disclosure is prohibited under the provisions of this Law. This prohibition shall remain in effect even after the relationship between the customer and the licensed entity has ended for any reason.

(2) No member of the Board of Directors, executive manager, employee of any licensed entity, or any other person assigned to perform official duties under the provisions of this Law may provide any person with any information or statistics relating to the licensed entity or its customers' accounts, deposits, trusts, safe deposit boxes, or the transactions relating thereto, which he obtained in the course of performing his official duties. This prohibition shall remain in effect...

The prohibition shall remain in effect even if the relationship between the aforementioned persons and the entity, or their assigned duties, has ended.

(3) The provisions of paragraphs (1) and (2) shall not apply to:

(a) Information and statistics requested by the Bank for the purpose of exercising its supervisory powers over licensed institutions. Such information and statistics may not be disclosed or used for any other purpose.

(b) Information requested by the Public Prosecution or a competent court.

(c) Information requested in accordance with the provisions of the Anti-Money Laundering and Terrorist Financing Act of 2014, or any other law replacing it.

Request for Information

98. The Bank may request the various state authorities to provide it with the information necessary for the performance of its duties, and such authorities shall provide the requested information.

Exchange of Information

99. The Bank may exchange supervisory information with official authorities and participants in the financial safety net to the extent necessary to ensure the financial stability of the State.

International Cooperation

100. The Bank may exchange supervisory information with the corresponding supervisory authority to the extent required for the performance of its duties, for the purposes of combating money laundering and terrorist financing, or pursuant to international or bilateral agreements, in accordance with professional confidentiality requirements. The Bank may enter into detailed cooperation agreements for the purposes of this Article.

Prohibition on Disclosure of Information

101. Supervisory information obtained or exchanged pursuant to the provisions of Articles 98, 99, and 100 may not be disclosed to any third party or used for any purpose other than the purpose for which it was provided, except with the written consent of the authorities that provided the information or pursuant to a court order.

Refusal to Provide Information

102. Notwithstanding the provisions of Articles 99 and 100, the Bank may refuse to provide supervisory information to any authority if doing so would violate banking secrecy requirements or the provisions of this Law, or if, in the Bank's opinion, such information would be used for a purpose other than the purpose for which it was provided.

CHAPTER THIRTEEN

PROTECTION OF THE RIGHTS OF BANKING SERVICES CONSUMERS

Rights of Banking Services Consumers

103. The Bank shall protect the rights of banking services consumers, prevent practices that adversely affect competition, promote banking awareness, and receive, examine, and decide on complaints submitted by customers of licensed entities.

Customer Rights Protection Unit at the Bank

104. A unit for the protection of the rights of customers of licensed institutions shall be established at the Bank. The unit shall be responsible for monitoring and regulating the protection of banking services consumers, examining complaints submitted by customers, and settling such complaints.

Handling Customer Complaints by Licensed Entities

105. Every licensed entity shall provide a prompt and free mechanism for handling customer complaints in a fair, transparent, and effective manner.

Prohibition on Disclosure of Information

101. Supervisory information obtained or exchanged pursuant to the provisions of Articles 98, 99, and 100 may not be disclosed to any third party or used for any purpose other than the purpose for which it was provided, except with the written consent of the authorities that provided the information or pursuant to a court order.

Refusal to Provide Information

102. Notwithstanding the provisions of Articles 99 and 100, the Bank may refuse to provide supervisory information to any authority if doing so would violate banking secrecy requirements or the provisions of this Law, or if, in the Bank's opinion, such information would be used for a purpose other than the purpose for which it would be provided.

CHAPTER FOURTEEN

ADMINISTRATIVE AND FINANCIAL SANCTIONS

CHAPTER THIRTEEN

PROTECTION OF THE RIGHTS OF BANKING SERVICES CONSUMERS

Rights of Banking Services Consumers

103. The Bank shall protect the rights of banking services consumers, prevent practices that adversely affect competition, promote banking awareness, and receive, examine, and decide on complaints submitted by customers of licensed entities.

Customer Rights Protection Unit at the Bank

104. A unit for the protection of customers' rights of licensed institutions shall be established at the Bank. The unit shall be responsible for monitoring and regulating the protection of banking services consumers, examining complaints submitted by customers, and settling such complaints.

Handling Customer Complaints by Licensed Entities

105. Every licensed entity shall provide a prompt and free mechanism for handling customer complaints in a fair, transparent, and effective manner.

Non-Harmful Competition

106. A licensed entity is prohibited from engaging in any practices that adversely affect competition, including agreements to fix the prices of banking services or contractual terms, divide markets, or restrict the availability of services with the aim of harming customers.

CHAPTER FOURTEEN

ADMINISTRATIVE AND FINANCIAL SANCTIONS

Accountability

107. Members of the Board of Directors, executive managers, and employees of a licensed entity shall be held personally and individually liable for all losses incurred by the licensed entity if they:

(a) Violate any law or any regulation or control issued by the Bank.

(b) Are negligent in, participate in, or approve such violation.

(c) Commit an error in performing their duties toward the licensed entity.

Sanctions

108. (1) The Bank shall issue regulations governing administrative and financial sanctions and violations applicable to any licensed entity, its subsidiary, shareholder, member of the Board of Directors, employee of the licensed entity, or customer, where a violation of the provisions of this Law or the regulations and controls issued pursuant thereto is established. The regulations shall include the following sanctions:

(a) Notice.

(b) Written warning.

(c) Requiring the licensed entity to take specific measures or submit regular reports concerning the subject matter of the violation.

Non-Harmful Competition

106. A licensed entity is prohibited from engaging in any practices that adversely affect competition, including agreements to fix the prices of banking services or contractual terms, divide markets, or restrict the availability of services with the aim of harming customers.

CHAPTER FOURTEEN
ADMINISTRATIVE AND FINANCIAL SANCTIONS

Accountability

107. Members of the Board of Directors, executive managers, and employees of a licensed entity shall be held personally and individually liable for all losses incurred by the licensed entity if they:

(a) Violate any law or any regulation or control issued by the Bank.

(b) Are negligent in, participate in, or approve such violation.

(c) Commit an error in performing their duties toward the licensed entity.

Sanctions

108. (1) The Bank shall issue regulations governing administrative and financial sanctions and violations applicable to any licensed entity, its subsidiary, shareholder, member of the Board of Directors, employee of the licensed entity, or customer, where a violation of the provisions of this Law or the regulations and controls issued pursuant thereto is established. The regulations shall include the following sanctions:

(a) Notice.

(b) Written warning.

(c) Requiring the licensed entity to take specific measures or submit regular reports concerning the subject matter of the violation.

(d) Imposing financial sanctions on the licensed entity, including the proceeds realized from the violation.

(e) Imposing enhanced prudential supervisory requirements on the licensed entity.

(f) Dismissal or removal of the responsible person.

(g) Prohibiting the customer from engaging in banking transactions, wholly or partially, either personally or on behalf of others.

(h) Restricting the powers of the Board of Directors or executive management.

(i) Imposing restrictions on incentives and bonuses of members of the Board of Directors or executive management.

(j) Prohibiting or restricting the licensed entity from entering into certain transactions.

(k) Suspending the distribution of dividends to shareholders, restricting their voting rights, or prohibiting them from repurchasing shares.

(l) Appointing a supervisor or temporary administrator for the licensed entity.

(m) Revocation of the license.

(2) The sanctions set out in paragraphs (f), (g), (h), (i), (j), (k), (l), and (m) of subsection (1) may only be imposed by a decision of the Governor.

Breach of a Letter of Guarantee or Undertaking

109. If the Governor determines that a licensed entity has issued a letter of guarantee or undertaking and has violated any banking practices, resulting in harm to any person without an acceptable justification, the Bank may deduct any amount from the entity’s account and pay it directly to the beneficiary of the letter of guarantee or undertaking or to the affected person.

Sale of Non-Compliant Shares

110. The Governor may assign a licensed financial brokerage company to sell the shares of the licensed entity that continue to be held in violation of the provisions of Article 18, provided that the proceeds of the sale shall be returned to the owner after deducting the expenses.

Dismissal and Prohibition from Banking Activities

111. If the Governor considers it necessary in the public interest, or to prevent the affairs of the licensed entity from being managed in a manner detrimental to the interests of depositors or the national economy, the Governor may issue a decision to remove any chairman or member of the Board of Directors, suspend or terminate the service of any general manager, deputy general manager, or any employee of the licensed entity, and may prohibit any of the aforementioned persons from working in licensed entities.

Freezing of Accounts

112. The Bank or the licensed entity may freeze and unfreeze bank accounts in the following cases:

(a) Based on a request from the Public Prosecution or the competent court.

(b) Based on a request pursuant to the provisions of the Anti-Money Laundering and Terrorist Financing Law of 2014, or any law replacing it.

(d) Where a violation of the provisions of this Law has occurred.

CHAPTER FIFTEEN
PENALTIES

Competent Court

113. The General Court shall be the competent court in accordance with the provisions of this Law.

Sale of Non-Compliant Shares

110. The Governor may assign a licensed financial brokerage company to sell the shares of the licensed entity that continue to be held in violation of the provisions of Article 18, provided that the proceeds of the sale shall be returned to the owner after deducting the expenses.

Dismissal and Prohibition from Banking Activities

111. If the Governor considers it necessary in the public interest, or to prevent the affairs of the licensed entity from being managed in a manner detrimental to the interests of depositors or the national economy, the Governor may issue a decision to remove any chairman or member of the Board of Directors, suspend or terminate the service of any general manager, deputy general manager, or any employee of the licensed entity, and may prohibit any of the aforementioned persons from working in licensed entities.

Freezing of Accounts

112. The Bank or the licensed entity may freeze and unfreeze bank accounts in the following cases:

(a) Based on a request from the Public Prosecution or the competent court.

(b) Based on a request pursuant to the provisions of the Anti-Money Laundering and Terrorist Financing Law of 2014, or any law replacing it.

(d) Where a violation of the provisions of this Law has occurred.

CHAPTER FIFTEEN

PENALTIES

Competent Court

113. The General Court shall be the competent court in accordance with the provisions of this Law.

Funds of the Licensed Entity and Its Employees

114. (1) The funds of banks shall be considered public funds for the purposes of the Criminal Law of 1991, or any law replacing it.

(2) Any chairman, member of the Board of Directors, general manager, deputy general manager, legal auditor, employee, staff member, or liquidator of any licensed entity shall be considered a public official for the purposes of criminal proceedings.

Bank Intervention in Legal Proceedings

115. The Bank may intervene as a complainant or plaintiff in any proceedings relating to any licensed entity before the judicial authorities. It may also initiate criminal and civil proceedings against any employee of licensed entities, members of their boards of directors, or persons dealing with them, if it determines that the public interest, the rights of depositors, or the rights of the licensed entity have been adversely affected.

Penalties

116. (1) Whoever commits an offense in violation of the provisions of Article 6 shall, upon conviction, be punishable by imprisonment for a term not exceeding ten years, or by a fine, or by both penalties.

(2) Whoever commits an offense in violation of the provisions of Article 7 shall, upon conviction, be punishable by imprisonment for a term of not less than six months, or by a fine, or by both penalties.

(3) Any person who violates the provisions of Article 97(1) and (2) by disclosing banking confidentiality shall be deemed to have committed an offense and shall, upon conviction, be punishable by imprisonment for a term not exceeding ten years, or by a fine, or by both penalties.

(4) Whoever commits an offense in violation of the provisions of this Law, or the regulations, orders, decisions, circulars, controls, or directives issued pursuant thereto, where such act constitutes a criminal offense, shall, upon conviction, be punishable by imprisonment for a term not exceeding five years, or by a fine, or by both penalties.

GENERAL PROVISIONS

Official Holidays and Emergencies

117. (1) The Bank shall exclusively determine banking hours and banking holidays. No licensed entity may open or conduct any business with the public on any day declared a holiday for the banking sector, except with the approval of the Bank.

(2) No licensed entity may close its doors or cease operations during normal working days except with the approval of the Bank.

(3) In the event of any emergency requiring the suspension of banking activities, the Bank may issue a decision requiring licensed entities to temporarily close their doors and suspend their operations, provided that they shall resume their activities in accordance with the terms specified in the decision.

(4) In the event of an emergency at any licensed entity, the Bank may decide to suspend its operations for a period specified in the decision.

Authority to Issue Regulations

118. (1) The Board may issue the regulations necessary for the implementation of the provisions of this Law.

(2) The Governor, or any person delegated by him, may issue the orders, decisions, circulars, controls, and directives necessary for the implementation of the provisions of this Law.

CERTIFICATE

I hereby certify that the Transitional Legislative Authority, represented by the Sovereignty Council and the Council of Ministers, approved at their joint meeting No. (1) of 2026, dated 26 January 2026, the Banking Business Regulation Law of 2026, and it was signed on this day [handwritten] of the month of [handwritten], 1447 AH, corresponding to this day [handwritten] of the month of [handwritten], 2026 AD.

General Abdel Fattah Al-Burhan Abdelrahman
Chairman of the Sovereignty Council