CMN Resolution No. 5,279 — Amending Annexes I and II of Resolution No. 4,222 to Improve FGC Governance and Depositor Protection

CMN Resolution No. 5,279

CMN RESOLUTION NO. 5,279, OF JANUARY 22, 2026

Amends Annexes I and II of Resolution No. 4,222, of May 23, 2013, which deal, respectively, with the Statute and the Regulations of the Credit Guarantee Fund – FGC, to introduce improvements in FGC governance and protection for depositants.

The Central Bank of Brazil, in accordance with Article 9 of Law No. 4,595, of December 31, 1964, makes public that the National Monetary Council, in a session held on January 22, 2026, based on Articles 3, caput, item VI, and 4, caput, item VIII, of the aforementioned Law, and considering the provisions of Article 28, § 1, of Complementary Law No. 101, of May 4, 2000,

RESOLVES:

Art. 1 Annex I to Resolution No. 4,222, of May 23, 2013, published in the Official Gazette of the Union on May 24, 2013, shall enter into force with the following alterations:

“Art. 3 ...................................................................................................................................

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§ 1 The FGC, when making payments of debts of associated institutions in the manner provided in item I of the caput, is subrogated in the respective credits, with all rights of the assignor being transferred to it.

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“Art. 4 ...................................................................................................................................

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§ 1 .........................................................................................................................................

I - authorize the exceeding of the risk limits provided in item II of the caput;

II - fix the charges for the operations referred to in this article on bases lower than the basic interest rate, observing the regime of compound interest capitalization; and

III - celebrate subsidized operations that may result in a decrease in the FGC's net equity, provided that the following conditions are observed, in order to ensure competitiveness and transparency in the process:

a) the Board of Directors defines eligibility criteria for interested entities to qualify for participation in the operation;

b) there is a competitive process among qualified participants; and

c) the administration report of the fiscal year following the execution of the operation informs the reasons that determined it, the main criteria adopted for the qualification of interested entities, as well as the contracting parties with the FGC.

§ 2 The FGC must keep the Central Bank of Brazil informed regarding the operations referred to in Art. 3, caput, item II, including the negotiations preceding them, the execution of the respective contracts, and any renegotiations of such operations.” (NR)

“Art. 5 ...................................................................................................................................

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§ 5 The FGC may manage investment funds of which it is the exclusive shareholder.” (NR)

“Art. 10. ..................................................................................................................................

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§ 3 The values determined regarding contributions calculated in excess or in deficit must be refunded or supplemented, as appropriate, corrected by the basic interest rate, within a period of up to thirty-six months, counted from the final term that the applicable norm establishes for compliance with the obligation to remit the information necessary for the calculation of contributions.

§ 4 The values referred to in § 3 must be refunded or supplemented within five business days counted from the request for refund or the calculation of the contribution, as appropriate.

§ 5 Associated institutions of the FGC subject to an intervention regime or extrajudicial liquidation are not subject to the payment of contributions to the FGC.” (NR)

“Art. 11. ..................................................................................................................................

Sole Paragraph. Association with the FGC implies that the associated institution authorizes:

I - the sharing between the FGC and the Central Bank of Brazil, in the manner of Art. 1, § 3, item V, of Complementary Law No. 105, of January 10, 2001, of the following information regarding it, including those possibly protected by legal secrecy, but excluding those that allow the identification of the holders of operations maintained in the associated institutions:

a) financial information contained in statements and periodic forms sent to the Central Bank of Brazil, necessary for the FGC to monitor the risk of associated institutions and calculate the sufficiency of the FGC's liquidity; and

b) when requesting operations referred to in Art. 3, caput, item II, the other information about the requesting institution, necessary to evaluate the feasibility of the operation;

II - the evaluation, at any time, by the FGC or by third parties contracted by the FGC, observing the provisions of Complementary Law No. 105, of January 10, 2001, of the systems and controls of the associated institution related to the following processes:

a) calculation of the values of financial instruments subject to the FGC guarantee;

b) calculation and payment of ordinary, special, and additional contributions due to the FGC;

c) calculation of limits for the issuance of financial instruments subject to the special guarantee of the FGC; and

d) production and provision of statistical information regarding the financial instruments subject to the FGC guarantee; and

III - the disclosure to the public of reports, consolidated by associated entity, regarding the financial instruments subject to the FGC guarantee.” (NR)

“Art. 12. Considered just cause, for the purpose of exclusion from the roll of associated entities of the FGC, is the institution that:

.......................................................................................................................................” (NR)

“Art. 14. ..................................................................................................................................

I - comply with and enforce the Statute and Regulations of the FGC;

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“Art. 17. Associated institutions must meet until April 30 of each year in an Ordinary General Assembly to:

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II - elect the members of the Board of Directors, the Fiscal Council, and the Advisory Council; and

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“Art. 18. The Extraordinary General Assembly may be convened to deliberate on other matters of interest to the FGC, including to approve the celebration of partnerships provided in Art. 2, sole paragraph, to elect members of the Advisory Council, the Board of Directors, and the Fiscal Council, and to fix the global limit of remuneration of the Board of Directors, the Executive Board, the Audit Committee, and the Fiscal Council, to be distributed among its members according to the deliberation of the Board of Directors.” (NR)

“Art. 19. The General Assembly must be convened, with at least ten calendar days' notice, by means of disclosure on the FGC's website on the internet and electronic delivery of the disclosure to associated institutions, always with the indication of the agenda:

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“Art. 20. ..................................................................................................................................

§ 1 In the absence of the President of the Board of Directors, the General Assembly shall be installed and presided over by the Vice-President of the Board of Directors.

§ 2 In the simultaneous absence of the President and Vice-President of the Board of Directors, the General Assembly shall be installed by any of the councilors, with the associated institutions present electing the president of the assembly.” (NR)

“Art. 22. ..................................................................................................................................

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§ 3 The numbers of votes for approvals, rejections, and abstentions relative to each topic submitted to deliberation must be recorded in the minutes of the respective General Assembly.” (NR)

“Art. 24. ............................................................................................................................ ......

I - shall be carried out by means of voting on slates containing the names of candidates for holders for all positions in dispute, which must be registered at the electoral table as soon as disclosed, by the General Assembly, the quantity of positions in dispute;

II - the name of each candidate for holder must compose only one slate;

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“Art. 25. The Board of Directors shall be constituted by five to nine members, natural persons residing in the country, observing the following provisions:

I - it is not permitted the participation of controllers, administrators, or employees of financial institutions, administrators of third-party resources, other institutions authorized to operate by the Central Bank of Brazil, or companies integrated into their respective conglomerates, as well as professionals from these institutions or companies who are formally licensed or temporarily absent; and

II - it is not permitted the participation of administrators or employees of class entities representing financial institutions or other institutions authorized to operate by the Central Bank of Brazil, as well as professionals from these entities who are formally licensed or temporarily absent.

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“Art. 26. The mandate of the members of the Board of Directors shall be up to three years, re-elections being permitted, provided that the sum of consecutive mandates does not exceed six years.

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“Art. 28. ..................................................................................................................................

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§ 4 The meeting of the Board of Directors may only occur with the presence or representation of the absolute majority of its members, and deliberations must be taken by a simple majority of votes of those present.

§ 4-A In case of a tie in voting, the casting vote belongs to the President of the Board of Directors or to the Vice-President, in case of absence or impediment of the President.

§ 4-B In the absence of the President and Vice-President of the Board of Directors, the casting vote shall belong to the member with the longest time on the board or, in the impossibility of applying this criterion, to that chosen among their peers present at the meeting.

§ 4-C The quorum necessary for the deliberation of the exceptions provided in Art. 4, § 1, and in Art. 5, § 4, and for the establishment of advance payment of monthly ordinary contributions, as provided in Art. 10, § 2, item II, is 2/3 (two-thirds) of the effective members of the Board of Directors.

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“Art. 31. The names of the members elected to the Board of Directors and to the Executive Board must be submitted to the Central Bank of Brazil, for evaluation of the requirements provided in current regulation necessary for the exercise of positions in statutory bodies of financial institutions and other institutions authorized to operate by said Autarchy.

§ 1 Approved respective names, the members of the Board of Directors and the Executive Board:

I - have their appointment conditioned upon the signing of the term of appointment, the term of knowledge and agreement to the FGC Code of Ethics, and a letter of commitment to confidentiality addressed to the Central Bank of Brazil;

II - are subject to a six-month quarantine period, counted from the end of their mandates, during which they will continue to receive the remuneration attributed to the position;

III - must keep secret the information received as a result of the provisions of Art. 11, sole paragraph, responding civilly and criminally in case of undue disclosure; and

IV - are impeded, during the exercise of the mandate and the quarantine, from exercising any remunerated activity in financial institutions, in administrators of third-party resources, in other institutions authorized to operate by the Central Bank of Brazil, in companies integrated into their respective conglomerates, or in class entities representing financial institutions or other institutions authorized to operate by the Central Bank of Brazil.

§ 2 The Board of Directors, upon reasoned request, may authorize the exercise of new remunerated professional activity in the period referred to in item II of § 1, dispensing with the compliance with the quarantine and interrupting the payment of remuneration, if it understands that the new professional proposal does not present a risk of conflict of interest.

§ 3 The members of the Board of Directors and the Executive Board, in case of proven non-compliance with the quarantine, are subject to the payment to the FGC of a fine equivalent to twelve times the value of their last received remuneration.

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§ 6 The prohibition referred to in § 5 must be maintained during the quarantine period referred to in item II of § 1.

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“Art. 33. ..................................................................................................................................

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VIII - approve the FGC's expense budget;

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X - deliberate on the acts and operations that, according to this Statute, are within its competence, including the alienation of permanent asset items;

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XIV - establish the form and fix the conditions of the operations provided in Art. 3, caput, item II, of this Statute, in a general manner;

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XVII - deliberate on the terms of the indemnity contract referred to in Art. 35-B, the hiring of insurance or other type of protection existing in the market to provide guarantee to members of FGC bodies referred to in Art. 15, caput, items II, III, IV, V, and VI, against eventual claims formulated by third parties as a result of acts practiced in the exercise of the mandate, even if already concluded;

XVIII - present to the General Assembly the proposals for the celebration of partnerships provided in Art. 2, sole paragraph;

XIX - elect, among its members, the President and Vice-President of the Board of Directors;

XX - fix the number of members to fill the Board of Directors, the Audit Committee, and the Executive Board, observing the limits provided in this Statute; and

XXI - deliberate on omitted cases.

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“Art. 34. ..................................................................................................................................

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V - the approval of the operations provided in Art. 5, respecting the criteria established by the Board of Directors.

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“Art. 35-A. It is optional for the members of the Councils, Committees, and the Executive Board to participate in meetings by teleconference or videoconference, provided that their effective participation and authenticity of their vote can be ensured, which shall be considered valid for all legal purposes and incorporated into the minutes of the said meeting.” (NR)

“Art. 35-B. The FGC may additionally to civil liability insurance, celebrate an indemnity commitment in favor of the members of the Board of Directors, the Executive Board, the Audit Committee, the Fiscal Council, Advisory Committees, and employees who hold management positions, in order to guarantee the payment of expenses due to claims, inquiries, investigations, procedures, and arbitral, administrative, or judicial processes, in Brazil or in any other jurisdiction, in order to protect them from liability for acts practiced in the regular exercise of management, thus considered those carried out diligently, in good faith, aiming at the interest of the association and in compliance with the fiduciary duties of administrators.” (NR)

“Art. 36. ..................................................................................................................................

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§ 2 The semi-annual and annual financial statements of the FGC must be examined by independent auditors and disclosed on the FGC's website on the internet.

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“Art. 37. The result annually determined by the FGC must be registered in accumulated result in the financial statements.” (NR)

“Art. 40. ..................................................................................................................................

§ 1 The management term of members of the Fiscal Council shall extend until the investiture of the newly elected councilors.

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Art. 2 Annex II to Resolution No. 4,222, of May 23, 2013, published in the Official Gazette of the Union on May 24, 2013, shall enter into force with the following alterations:

“Art. 1 Are beneficiaries of the ordinary guarantee provided by the Credit Guarantee Fund – FGC the investors and depositants of the institutions associated with the FGC, holders of the financial instruments related in Art. 2.” (NR)

“Art. 2 ...................................................................................................................................

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§ 8 The acquiring, incorporating, or resulting institution from the merger must disclose, by electronic communication, within a period of ten days, counted from the day following the date of publication in the Official Gazette of the Union of the approval of the corporate operation referred to in § 7, to the holders of financial instruments issued by the acquirer, the incorporator, the acquired or incorporated, or by the institutions subject to merger, the realization of the corporate operation and the coexistence of the guarantee, observing the provisions in items I and II of § 7.

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§ 10. The limit value of the ordinary guarantee coverage is that in effect on the date of the declaration of the events provided in Art. 3, caput, item I, letters “a” and “b”, of the FGC Statute.

§ 11. From the date of the declaration of the events provided in Art. 3, caput, item I, letters “a” and “b”, of the FGC Statute, the value subject to the ordinary guarantee ceases to be corrected by the indices provided in their respective contracts.

§ 12. The provisions of Art. 9, §§ 2, 3, and 5, apply for the purpose of payment of the ordinary guarantee.” (NR)

“Art. 3. Occurring the events provided in Art. 3, caput, item I, letters “a” and “b”, of the FGC Statute, the legal representative of the associated institution must provide the information necessary for the payment of the guarantees.

Sole Paragraph. The FGC, upon receiving the information referred to in the caput, must provision the values for the payment of the guarantees on the date of the declaration of the events referred to in the caput.” (NR)

“Art. 4 ...................................................................................................................................

§ 1 The liquidity of the FGC is defined as the sum of available cash balances, net financial applications, and federal public bonds, deducted from the value of the reserve referred to in Art. 5 and other liabilities and provisions recognized in the financial statements.

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“Art. 7. The Board of Directors, on the occasion of the review provided in Art. 8 or whenever it deems necessary, must present to the Central Bank of Brazil, for examination and submission to the National Monetary Council for authorization, a reasoned proposal regarding the maintenance or adjustment of contributions, in order to ensure the constitution of reserves.

Sole Paragraph. Proposals for the reduction of contributions of associated institutions must only be presented when, for at least twelve consecutive months, the apportioned liquidity of the FGC is equal to or greater than the average index established in Art. 4 and the value of the Reserve Fund (FR) is equal to or greater than the target established in Art. 6.” (NR)

“Art. 10. ...................................................................................................................................

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