BCB Resolution No. 540 of December 18, 2025, Amending Resolution BCB No. 339 Regarding Bookkeeping of Book-entry Duplicatas

RESOLUTION BCB NO. 540, OF DECEMBER 18, 2025 Amends Resolution BCB No. 339, of August 24, 2023, which provides for the activity of bookkeeping of book-entry duplicatas, the electronic bookkeeping system managed by an entity authorized to exercise this activity, and the registration, central deposit, and negotiation of these book-entry credit instruments.

The Collegiate Board of the Central Bank of Brazil, in a session held on December 16, 2025, based on Arts. 9 of Law No. 4,595, of December 31, 1964, 22, main text, item II, and 28, main text, item II, of Law No. 12,810, of May 15, 2013, 3, § 1, 4, § 2, and 11 of Law No. 13,775, of December 20, 2018, combined with the provisions of Decree No. 9,769, of April 16, 2019, and having in view the provisions of Resolution No. 4,815, of May 4, 2020,

R E S O L V E:

Art. 1. Resolution BCB No. 339, of August 24, 2023, published in the Official Gazette of the Union on August 25, 2023, shall enter into force with the following alterations:

"Art. 2. ................................................................................................................................... ................................................................................................................................................. III-A - acquisition of book-entry duplicatas with recourse: an operation consisting of the definitive transfer of book-entry duplicatas or units of duplicatas with joint obligation, by means of endorsement, assignment, or another contractual instrument, carried out by non-financial institutions in legally admitted situations; ................................................................................................................................................. VI - negotiation of book-entry duplicatas: an operation of acquisition of book-entry duplicatas, acquisition of book-entry duplicatas with recourse, discounting of book-entry duplicatas, or credit guaranteed by this asset; ......................................................................................................................................." (NR)

"Art. 6. ................................................................................................................................... ................................................................................................................................................. V - provide the bookkeeper, the registrar, or the central depository with information regarding the acts and contracts of negotiation of book-entry duplicatas, regardless of the environment in which they are executed; VI - keep updated information associated with issued book-entry duplicatas, including those related to: a) fiscal documents; b) parameters of commercial transactions and services provided; and c) forms and instruments of payment; and VII - agree to the public disclosure, by the bookkeeper, of its adherence to the bookkeeping system. ................................................................................................................................................. § 3. The contract referred to in the main text must stipulate that book-entry duplicatas will be issued exclusively based on commercial sales and services provided that are to be invoiced after the start of the bookkeeping system operation with the drawer." (NR)

"Section III On the Start of the Bookkeeping System Operation with the Drawer

Art. 12-A. The bookkeeper must be capable of receiving and processing, in accordance with this article, information regarding contracts for the negotiation of commercial receivables, executed by the drawer with financing agents before the start of the bookkeeping of its duplicatas, which encompass commercial receivables to be constituted that are eligible for negotiation in the form of units of duplicatas and book-entry duplicatas.

§ 1. The reception of information sent by financing agents regarding the contracts referred to in the main text, as well as its subsequent redirection to the bookkeeper contracted by the drawer, shall occur: I - through the registration or central deposit system of book-entry duplicata used by the bookkeeper to comply with the provisions of Art. 29, § 1; or II - through another registration or central deposit system of book-entry duplicata that has an interoperability mechanism in operation with the system used by the bookkeeper, in accordance with Art. 29, main text, item III.

§ 2. The institution operating a financial market system authorized to exercise the activity of registration or central deposit of commercial duplicatas and book-entry duplicatas may, at the discretion of the financing agent, perform the exchange, between its computer systems, of information regarding the contracts for the negotiation of commercial receivables mentioned in the main text, including for the purposes of the provisions of § 1.

§ 3. The entities operating the bookkeeping, registration, and central deposit systems must ensure the application of the effects of the contracts for the negotiation of commercial receivables received by them to the drawer's duplicata schedules before the start of the bookkeeping of its duplicatas, in conformity with the priority criteria provided for in current legislation.

§ 4. Financing agents must send, within ten business days, the information regarding the contracts for the negotiation of commercial receivables referred to in this article, for the purpose of applying the effects provided for in § 3.

§ 5. The period referred to in § 4 is counted from the date of public disclosure, by the bookkeeper, of the declaration of readiness to start operation with the respective drawer, issued individually for each contract for bookkeeping services.

§ 6. The bookkeeper, the registrar, or the central depository of book-entry duplicatas may condition the application of the effects of the negotiation contracts referred to in § 3 to the sending of an image or copy of the original contractual instruments by the financing agent, for the purpose of reconciling the information sent regarding these contracts.

§ 7. The bookkeeper must inform the drawer about the contracts for the negotiation of commercial receivables that have been received, as well as enable its manifestation regarding the content of these contracts, including to make any eventual contestations.

§ 8. In the event of disputes involving drawers or financing agents regarding the contracts for the negotiation of commercial receivables, the bookkeeper must make available the means and information at its disposal to facilitate the presentation of contestations and the exchange of documents and information between the parties.

§ 9. The start of the bookkeeping system operation with the drawer will occur on a date to be publicly disclosed by the bookkeeper, after the period mentioned in § 4 and the resolution of any eventual disputes regarding the contracts for the negotiation of commercial receivables sent to the bookkeeping system.

§ 10. Contracts for the negotiation of commercial receivables that are not sent within the period referred to in § 4 may only be forwarded to the bookkeeping system after the start of its operation with the drawer, in accordance with the contract submission procedures adopted by these systems and by the registration and deposit systems of book-entry duplicatas." (NR)

Art. 2. This Resolution enters into force on January 5, 2026.

GILNEU FRANCISCO ASTOLFI VIVAN Director of Regulation

RENATO DIAS DE BRITO GOMES Director of the Organization of the Financial System and Resolution