By the Division of Banks


Suffolk, SS.

Docket No. 2008-014-CO


In the Matter of
Newark, New Jersey

Foreign Transmittal Agency
License No. FT1349

WHEREAS, Espirito Santo e Comercial de Lisboa, Inc., Newark, New Jersey ("Espirito Santo" or the "Corporation"), a licensed foreign transmittal agency under Massachusetts General Laws chapter 169 has been advised of its right to Notice and Hearing pursuant to General Laws chapter 169, section 13, and having waived those rights, entered into a STIPULATION AND CONSENT TO THE ISSUANCE OF A CONSENT ORDER ("Consent Agreement") with representatives of the Division of Banks ("Division") dated February 27, 2009, whereby, solely for the purpose of settling this matter, and without admitting any allegations or implications of fact or the existence of any violation of state or federal laws and regulations governing the conduct and operation of a foreign transmittal agency, Espirito Santo agrees to the issuance of this CONSENT ORDER ("Consent Order") by the Commissioner of Banks ("Commissioner");

WHEREAS, pursuant to General Laws chapter 169, section 13(b), the Commissioner issued a FINDINGS OF FACT AND TEMPORARY ORDER TO CEASE AND DESIST, Docket No. 2008-014 (the "Temporary Order"), against Espirito Santo on November 7, 2008, as a result of Espirito Santo's alleged failure to demonstrate and maintain the financial responsibility, character, reputation, integrity, and general fitness that would warrant the belief that its foreign transmittal business will be operated honestly, fairly, and soundly in the public interest in violation of General Laws chapter 169, section 6 and the Division's regulation 209 44.03;

WHEREAS, the parties now seek to resolve by mutual agreement, the matters identified in the Temporary Order;

WHEREAS, without this Consent Order constituting an admission by Espirito Santo of any allegations made or implied by the provisions of the Temporary Order; solely for the purpose of settlement of all alleged violations without protracted administrative proceedings and judicial review, Espirito Santo hereby waives its right to complete the hearing process relative to this proceeding and affirms that it is willing to take all necessary action as set forth in this Consent Order; and

WHEREAS, in recognition of the Division and Espirito Santo having reached the following mutual agreement under this Consent Order to fully resolve the matters raised by the Temporary Order, the Commissioner has terminated the Temporary Order on this 27th day of February2009.


NOW COME the parties in the above-captioned matter, the Division and Espirito Santo, and stipulate and agree as follows:

  1. No earlier than one hundred eighty (180) days from the effective date of this Consent Order, the Division shall conduct an examination/inspection of Espirito Santo, at Espirito Santo's expense, which shall include, but not be limited to: a review of all transactions conducted since the effective date of this Consent Order; an examination of the Corporation's policies and procedures for identifying and filing Currency Transaction Reports (CTRs) and Suspicious Activity Reports by Money Services Businesses (SAR-MSBs); and a review of the Corporation's financial records.
  2. Within sixty (60) days of the effective date of this Consent Order, Espirito Santo shall engage an independent auditor or consultant ("Auditor") to conduct quarterly reviews and produce written reports of the Corporation's anti-money laundering program to assess whether, and what extent, Espirito Santo is operating in compliance with the requirements of the Bank Secrecy Act (31 U.S.C. ' 5311 et seq.) and its implementing regulations 31 CFR Part 103.00, Massachusetts General Laws, chapter 169, 209 CMR 44.00 et seq., and the Corporation's own policies, procedures, and internal controls. Espirito Santo shall obtain the Commissioner's written approval of the Corporation's proposed Auditor within fourteen (14) days of the effective date of this Consent Order before any such review is initiated. Upon the Commissioner's approval of the Auditor, the Auditor's review shall commence within thirty (30) days of the effective date of this Consent Order.
  3. At a minimum, the scope of the Auditor's review will conform to the Department of the Treasury Financial Crimes Enforcement Network's ("FINCEN") Guidance issued September 22, 2006, FIN-2006-G012.
  4. No later than forty-five (45) days after the completion of the quarterly review described in Paragraph 2 of this Consent Order, the Auditor's written report must be submitted to the Commissioner. The report shall document: the scope of review; procedures performed; transaction testing completed; findings of the review; and recommendations to management for corrective actions, if any; and statistical data summarizing the Corporation's Massachusetts transactions.
  5. Espirito Santo shall comply with all laws and regulations applicable to its conducting the business of a foreign transmittal agency, including, but not limited to, Massachusetts General Laws chapter 169, the Division's regulations 209 CMR 44.00 et seq., and the Bank Secrecy Act (31 U.S.C. § 5311 et seq.) and its implementing regulations 31 CFR Part 103.00.
  6. The reporting requirements contained in Paragraph 4 of this Consent Order shall remain in effect and shall not be amended or rescinded without prior written modification, termination, or suspension of the applicable provisions of this Consent Order from the Commissioner.
  7. This Consent Order shall become effective immediately upon the date of its issuance.
  8. The provisions of this Consent Order shall be binding upon Espirito Santo and its officers and directors, and their successors or assigns.
  9. Failure to comply with the terms of this Consent Order shall constitute grounds for license denial, suspension, and/or revocation pursuant to applicable provisions of the General Laws of the Commonwealth of Massachusetts.
  10. In accordance with the terms of the Consent Agreement entered by Espirito Santo and the Commissioner, Espirito Santo has waived all rights of appeal that it may have.
  11. The provisions of this Consent Order shall remain effective and enforceable except to the extent that, and until such time as, any provisions of this Consent Order shall have been modified, terminated, suspended, or set aside by the Commissioner or upon an order of a court of competent jurisdiction.
  12. This Consent Order and the Consent Agreement are the complete documents representing the resolution of this matter. There are no other agreements, promises, representations, or warranties other than those set forth in this Consent Order and the Consent Agreement.


Dated at Boston, Massachusetts, this 27th day of February, 2009

By: Steven L. Antonakes
Commissioner of Banks
Commonwealth of Massachusetts