itself but instead refers to other Directives'. Our interpretation is that a financial institution, to fall within this part of the Act, must be:
(a)
a limited company; and,
(b)
(c)
if incorporated in a Member State, be required to file in its home state accounts under the relevant national legislation implementing the Bank Accounts Directive (86/635/EEC) rather than the Fourth Directive (78/660/EEC); or,
if incorporated outside the EC, and not being a credit institution, its principal activity is to acquire holdings or to carry on one or more of the activities listed below":
acceptance of deposits and other repayable funds from the public;
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
a)
b)
c)
d)
e)
lending (including, inter alia consumer credit, mortgage credit, factoring, with or without recourse, financing of commercial transactions (including forfaiting); financial leasing;
money transmission services;
issuing and administering means of payment (eg credit cards, travellers' cheques and bankers' drafts);
guarantees and commitments;
trading for own account of for account of customers in:
money market instruments (cheques, bills, etc);
foreign exchange
financial futures and options;
exchange and interest rate instruments;
transferable securities;
(viii) participation in securities issues and the provision of services related to such
issues;
(ix)
(x)
(xi)
(xii)
advice to undertakings on capital structure, industrial strategy and related questions and advice and services relating to mergers and the purchase of undertakings; money broking;
portfolio management and advice;
safekeeping and administration of securities;
(xiii) credit reference services;
(xiv) safe custody services.
C-5 In practice the difference between filing accounts under Schedule 21C (explained in this section) and Schedule 21D (explained in section A) is more in detail than in substance. It is only in relatively rare cases 10 that companies would file anything different under Schedule 21C rather than Schedule
7
Article 1 of Directive 89/117/EEC refers (in the case of EC incorporated companies) to "financial institutions within the meaning of Article 2(1)(b) of Directive 86/635/EEC" (the Bank Accounts Directive). This Article applies the provisions of the Bank Accounts Directive to financial institutions "having one of the legal forms referred to in Article 1(1) of Directive 78/660/EEC" (the Fourth Directive) "which on the basis of paragraph 2 of that Article, are not subject to that Directive". For those companies incorporated outside the EC the Bank Branches Directive refers to financial institutions that have "a legal form which is comparable to the legal forms specified in Article 2(1)(b) of the Bank Accounts Directive".
8
The use of the word "holdings" in this case is not to be taken to imply that a holding company of a group is a financial institution.
9
This definition is taken from the Second Banking Co-ordination Directive (89/646/EEC) which is implemented in Great Britain by the Banking Co-ordination (Second Council Directive) Regulations 1992. The definition is provided in regulation 2(1).
10
For example, the head office is not in the country where it is incorporated; or where the company would have to file section 700 accounts (paragraph A-17) because it is not required by its home state law to disclose accounts.