Legal Structure

IBOS Association Limited is an English limited liability company, a company limited by guarantee rather than one with share capital. Its company number is 3764553. It is registered for VAT in the UK. IBOS’ Annual Report and Accounts, List of Board Members, and any Special Resolutions passed are filed at Companies House for England and Wales in Cardiff.

IBOS Association Limited was established by a Memorandum of Association in 1998, to which its members are party.

The Articles of Association define the business structure, rights, roles and responsibilities of the banks. These Articles call for the signature of the more detailed agreements that document the service. The Articles also draw the distinction between Full Members – who both make and take referrals – and Limited Members who, for the time being only make referrals.

The main agreements are:
  • The Guaranteed Service Level Agreement that sets out the scope of the service that IBOS members will render to one another
  • The Associate Service Level that sets out the scope of the minimum service that IBOS Associates will render to IBOS members
Where needed, there are service-specific legal agreements:
  • The Account Opening Agreement that sets out the respective actions that need to be taken by the Host Bank and the Account-Holding Bank for an account to be opened
  • The Multilateral Cooperation Agreement regarding Use of MT101 Request for Transfer, which defines how IBOS banks must populate and use the MT101 message in order for the IBOS-specific terms and conditions to be available
  • The Master Agreement for Cross-Border Euro Cash Concentration Services, which contains the terms and conditions for IBOS’ automated liquidity management service in EUR

For every service, the banks have agreed the documents needed for that service to exist between the banks and to be available to clients:

  • Functional specification
  • Technical specification
  • Set-up documents and implementation guide for two IBOS banks to be able to set up the service between them
  • Set-up documents and implementation guide for an individual customer to be to set up on the service

The IBOS Central Office polices compliance with all this material by the Members and Associates. Any Member can refer a fault using a web-based tool maintained by the central office.

Agreed processes and timeframes exist for such faults to be:
  • Resolved bilaterally
  • Resolved with the facilitation of the IBOS central office
  • Escalated to the Service Level Working Group
  • Escalated to the Board

As a final sanction the defaulting Member can be expelled from the IBOS Association.

The management powers are vested in the Board. Every Full Member appoints a Board Member, and the Board meets quarterly.

The Members (Full and Limited) meet annually at the Annual General Meeting to adopt the Annual Business Plan and Annual Budget for the next following year.

These are then binding on the Members.