Setting up a Banking Institution in Luxembourg
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Setting up a banking institution in Luxembourg Marco Lichtfous Said Qaceme Partner Senior Manager Advisory & Consulting Advisory & Consulting Governance, Risk & Compliance Strategy, Regulatory & Corporate Finance Deloitte Deloitte The European banking industry is currently undergoing major changes involving further regulatory requirements such as enhanced liquidity and risk management and greater tax transparency. 48 In addition, the European Commission has proposed However, the rationale for attracting banks is changing. a Single Supervisory Mechanism for banks led by the While the country may attract fewer private banks, we will European Central Bank (ECB) in order to strengthen the review the reasons why it is still interesting to set up in Economic and Monetary Union. The move towards an Europe, and particularly in Luxembourg. We will do this by integrated ‘banking union’ includes elements such as a exploring two case studies: Chinese banks aiming at the single rulebook, common deposit protection and a single commercial banking market and Shari’ah-compliant banks bank resolution mechanism. targeting the retail and commercial banking market. This has had consequences for the Luxembourg market. Over the last year for instance, private banks have been busy adapting their business model in order to try to renew their client base and comply with the automatic Luxembourg presents outstanding exchange of information on EU residents’ savings income, opportunities thanks to its highly skilled, which is due to be applied as of 2015. multilingual and multicultural In this more stringent regulatory context, it is expected that a number of banks may be forced to close their doors workforce, its stable political in the coming years. Nevertheless, within an environment environment, its dynamic legal and of European Union harmonisation, Luxembourg is well placed to attract new banks to its territory. Indeed, it is still regulatory framework and its extensive attractive for banks to establish themselves in Europe and Luxembourg remains a central place to capitalise on expertise and full range of diversified and 500 million European customers. innovative financial services 49 Current trends We read about new banks being created almost every In this rough environment, over the last year, the number month in the press. As surprising as it may seem, it is of banks increased from 141 banks in January 2013 to not unexpected as the rationale behind opening these 149 at the end of March 20141. Most of these banking banks has changed. Banks are taking advantage of institutions located in Luxembourg are subsidiaries or the opportunities to serve Europe, which are driven by branches of foreign groups and only five of them are external and foreign factors such as trying to serve the locally headquartered entities. unbanked (e.g. Islamic retail banking), to develop trade in Europe (e.g. Russian and Chinese banks) or forward integrating into financial services (e.g. online service providers). Luxembourg is one of the leading Luxembourg is one of the leading destinations for destinations for financial services financial services providers thanks to its global hub status, its constant innovation and business culture. The financial providers thanks to its global hub status, market place in Luxembourg has a high degree of synergy and diversification, appealing to a wide range of investors, its constant innovation and business including international entrepreneurs and corporations. culture Located at the very heart of Europe and benefitting from a AAA rating, Luxembourg is a unique gateway to access the European market. Luxembourg’s success can be Evolution of the number of banks attributed to a series of positive, long-term government 240 policies aimed at developing a business-friendly 220 environment and diversifying the country’s economy. Luxembourg offers these banks the opportunity to take 200 advantage of the full banking license which does not require various application files to perform universal 180 banking activities. 160 In this context, Luxembourg presents outstanding 140 opportunities thanks to its highly skilled, multilingual and 120 multicultural workforce, its stable political environment, its 4 dynamic legal and regulatory framework and its extensive -1 expertise and full range of diversified and innovative 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Mar financial services. Source:CSSF 1 Source: www.cssf.lu/en/statistics/banks/ 50 Setting up banking operations in Luxembourg These documents will then help with the completion of Banking in Luxembourg may be carried out either by the banking license application file to be submitted to the establishing a branch or a subsidiary of a foreign credit CSSF in Luxembourg before approval from the Minister institution. Several foreign credit institutions operate in of Finance. The application file will depend on the type Luxembourg as both a branch and a subsidiary to take of entity to set up, which will be either a branch or a advantage of the benefits that accrue from combining subsidiary. the two structures. Once the license has been granted by the Minister of The standard procedure when applying for a banking Finance, the promoters should finalise the target operating licence is to submit an application file to the Ministry of model of the bank before launching the implementation Finance, which will seek advice from the CSSF. phase. Upon receipt, the CSSF will examine the application file Finally, when the form of subsidiary has been chosen and may address additional queries to the applicant in and is operating in Luxembourg, it may consider opening case clarifications are required. In terms of timing, the branches in other EU countries by notifying the CSSF whole process takes roughly six months, but this might of their ambitions and starting to draft the relevant vary depending on the complexity of the credit institution documentation, including a programme of operations. and the quality of the application file. The authorisation procedure is described in part 1 of the amended law of 5 April 1993. In consideration of the Steps to set up a bank in Luxembourg complexity of the procedure, credit institutions usually request the assistance of advisory firms. 7 Indeed, before setting-up a bank in Luxembourg, one may potentially wish to consider implementing an alternative Additional EU lighter legal structure such as an investment fund or a Branch set-up Professional of the Financial Sector (PFS). 6 Implementation Once it has been confirmed that a bank is the most relevant structure to be set up, a market opportunity assessment should be carried out focusing on the strategic 2 3 4 5 market entry perspective. The objective is to provide an Feasibility Business EU Branch Detailed overview of the opportunities on the market and the study & plan & set-up design & resources required to serve it. Subsequently, a business market initial Target case should be developed focusing on the bank’s business entry structuring Operating strategy Banking Model and operating model. license application A detailed business plan of the bank’s activities should then be finalised. In parallel, the drafting of the entity’s 1 Financial structure selection statutes, the selection of the premises and the definition of the governance should be initiated. 51 Case studies Moreover, Luxembourg has been classified as the Chinese banks centre for international RenMinBi (RMB) business in the One key area of diversification for the country is to eurozone, as it is the largest pool of RMB deposits and address the needs of Chinese banks eager to enter the EU funds as well as the leading centre for RMB-denominated single market. The most recent and notable example is bonds and cross-border RMB business in the eurozone. In that of China Construction Bank (CCB), ranked in the top this respect, the Luxembourg Stock Exchange is leading five among listed banks in the world in terms of market the international eurobond listings and possesses one of capitalisation, which set up both a branch and a subsidiary the largest numbers of RMB listed bonds and volumes in in Luxembourg in October 2013. Europe. Luxembourg is currently hosting the European In addition, the growth of Asian trade and investments headquarters of three of the largest Chinese banks, in the EU gives rise to trade finance and corporate including Bank of China (BoC), Industrial and Commercial loan opportunities. Strong economic growth in China Bank of China (ICBC) and, as previously mentioned, allows local banks to look for alternative investment CCB. Dialogues are ongoing with other Chinese opportunities to diversify their source of income by financial institutions envisaging setting up a presence in expanding and setting foot in EU-markets. Luxembourg in order to penetrate the European market. Breakdown of worldwide RMB-denominated bonds listings by exchange (Feb 2014) London 6% Singapore 30% Luxembourg 16% Hong Kong 36% Taiwan 6% Others 6% 52 Islamic banking2 corporate or retail banking. Since Luxembourg is a Although five Islamic banking institutions have been set member of the European Union, once a bank receives the up in England, no such bank is currently fully operating in license to conduct operations, it is allowed to perform continental Europe yet. However, the potential customer banking activities in the 27 other member states without base amounts to around 20 million Muslims living in the having to go through another