Circular Letter No. 4,074 — Establishes Procedures for Document Submission, Responses to Requirements, Appeals, and Communications in Authorization Processes

CIRCULAR LETTER NO. 4,074, OF JULY 24, 2020

Establishes procedures regarding the submission of documents and information, responses to requirements, and filing of appeals, the formalization of requirements, the communication of decisions, and other communications related to the processing and examination of authorization processes conducted by the Department of Organization of the Financial System (Deorf), and provides other measures.

The Head of the Department of Organization of the Financial System (Deorf), in exercise of the authority conferred by Article 23, item I, letter “a”, of the Internal Regulations of the Central Bank of Brazil, annexed to Ordinance No. 84,287, of February 27, 2015, and taking into account the provisions of Article 40 of Law No. 9,784, of January 29, 1999,

R E S O L V E S:

Procedures for Processing Requests, Responses to Requirements, and Filing of Appeals

Art. 1º Financial institutions, other institutions authorized to operate by the Central Bank of Brazil, and institutions comprising the Brazilian Payments System (SPB), for the purpose of processing authorization requests whose technical analysis is conducted by the Department of Organization of the Financial System (Deorf), must submit, through the Central Bank’s Digital Protocol system (Digital Protocol), available on the Institution’s website on the internet:

I - the documents and information provided for in the relevant regulation; and

II - the responses to requirements and the appeals filed due to the denial of requests.

Sole Paragraph. The responses to requirements and the appeals filed, referred to in item II of this article, when not accompanied by attached documents, must be sent through the Central Bank’s Electronic Mail System (BC Mail) and must reference the official letter that formalized the requirement or communicated the decision, in accordance with Article 8, and the number of the Electronic Administrative Process (PE) established for the analysis of the request.

Art. 2º Access to the Digital Protocol must be performed through the institutional user account registered in the Central Bank Information System (Sisbacen).

Sole Paragraph. In the case of processing authorization requests for operation, access must be performed through a natural person user account obtained by self-registration in the Registrato System - Central Bank Information Registry Extract.

Art. 3º Documents and information must be filed individually and in the order in which they were presented:

I - in the list of documents and information necessary for processing requests, contained in the application model related to the type of request to be submitted, as provided for in Title 8 of the Manual of Organization of the Financial System (Sisorf), available for access on the Central Bank of Brazil’s website on the internet;

II - in the official letter of requirements formalized by Deorf;

III - in the text of the appeal.

§ 1º Documents and information related to the same request must be associated with the application or, in the case of responses to requirements or appeals, with the first document filed, by using the association functionality available in the Digital Protocol.

§ 2º In the event that the request to be submitted does not have an application model established by Sisorf, the documents and information must be filed in the order in which they were presented in the relevant regulation for the type of request.

Art. 4º The submission of documents and information must be performed by filling in the following fields on the initial screen of the Digital Protocol:

I - “Description”;

II - “Electronic Administrative Process Number - PE”, if applicable;

III - “Subject”; and

IV - “Destination”.

§ 1º In the case of initial processing of authorization requests for operation, the “Description” field must be filled in:

I - for the application, the first document to be filed, with the components: “Institution – Type of Request”; and

II - for the other documents associated with the request, filed in sequence, with the components: “Institution – Type of Document – Name of Natural Person (if applicable)”.

§ 2º In the case of initial processing of other types of requests, the “Description” field must be filled in:

I - for the application, the first document to be filed, with the components: “CNPJ – Institution – Corporate Act Data – Type of Request”; and

II - for the other documents associated with the request, filed in sequence, with the components: “CNPJ – Type of Document – Name of Natural Person (if applicable)”.

§ 3º When submitting a response to requirements or an appeal, the “Description” field must be filled in:

I - for the first document to be filed, with the components: “CNPJ (if applicable) – Institution – Content”; and

II - for the other associated documents, filed in sequence, with the components: “CNPJ (or, in its absence, 'Institution') – Type of Document – Name of Natural Person (if applicable)”.

§ 4º To compose the “Description” field, referred to in this article, the institution or its representative must consider that the component:

I - “CNPJ” corresponds to the registration number (first eight digits) of the institution holding the request in the National Registry of Legal Entities (CNPJ), in the format nn.nnn.nnn;

II - “Institution” corresponds:

a) to the trade name or acronym or corporate name intended by the requesting institution, in the case of the requests referred to in § 1º of this article, with the exception of payment institutions and payment arrangement sponsors, which must observe the provision in letter “b” of this item; or

b) to the trade name, acronym, or corporate name of the institution holding the request, in other cases;

III - “Corporate Act Data” corresponds, when applicable, to the acronym and date of the corporate act related to the submitted request;

IV - “Type of Request” corresponds to the type of authorization request submitted, as specified in Section 3.4.20 of Sisorf;

V - “Content” corresponds, when applicable, to the indication that the document submitted refers to a response to a requirement or an appeal;

VI - “Type of Document” corresponds to the summary of the descriptive text of the documents and information necessary for processing requests related in the list contained in the application model referred to in Title 8 of Sisorf, relative to the type of request to be submitted, observing the provision in § 2º of Article 3, or of the official letter of requirements formalized by Deorf or the text of the appeal, as the case may be; and

VII - “Name of Natural Person” corresponds to the name of the natural person related to the document, in the case of documents and information regarding members of the control group, holders of qualified participation, or persons elected or appointed to exercise a position in a corporate body.

§ 5º The “Subject” field must be filled in by selecting the option “Authorizations and Licensing for Supervised Institutions and for SPB Members”.

§ 6º The “Destination” field must be filled in by selecting the organizational component of Deorf to which the request must be submitted, according to the list available in Subsection 3.4.30.12 of Sisorf.

§ 7º The examples and patterns to be observed for filling in the “Description” field are contained in Annex I to this Circular Letter.

Art. 5º Processes whose processing, including with regard to responses to formalized requirements, has been filed incompletely, untimely, or in disagreement with the required format, will be subject to archiving, considering the particularities of the concrete case.

Sole Paragraph. The provisions of this article may also be applied when any of the following occurrences are identified:

I - documents and information filed in disagreement with the provisions of Articles 2º, 3º, and 4º of this Circular Letter;

II - non-submission or incorrect or incomplete submission of application models, declarations, authorizations, and registration forms, available in Sisorf;

III - absence of records or incorrect records in the Central Bank Interest Information System (Unicad);

IV - non-receipt of a message sent by Deorf in the manner of Article 8, within 5 business days, counted from the date of its issuance;

V - non-submission of Statutes or Corporate Contracts files in “.rtf” format through the File Transfer System (STA);

VI - non-submission or incorrect or incomplete submission of the Capital Composition Map, through the STA; or

VII - non-submission of electronic spreadsheets with information for the analysis of the economic-financial viability of the intended undertaking.

Art. 6º Exceptionally, in requests where it is necessary to submit spreadsheets or other types of files not supported by the Digital Protocol, the person or institution must contact the Deorf Subunit to which the institution is subject, according to the list available in Subsection 3.4.30.12 of Sisorf.

Art. 7º In the event of unavailability, or any other technical problem in the Digital Protocol, the person or institution must contact the BCB ICT Service Center, by phone (61) 3414-2156 or by email suporte.ti@bcb.gov.br.

Procedures for Formalization of Requirements, Communication of Decisions, and General Communications by Deorf

Art. 8º The formalization of requirements, the communication of the decision taken, and other communications related to the processing and examination of authorization processes conducted by Deorf will be performed through an official letter digitally signed by a competent server and sent:

I - to the requesting institution, by message from BC Mail, in the case of processes where the holder of the request is an institution authorized to operate by the Central Bank of Brazil; and

II - to the electronic address (e-mail) of the following natural persons, with indication of the link through which it must be accessed on the Digital Protocol page, when it concerns the formalization of requirements:

a) of the representative of the applicant, the prospective controller(s), the prospective holder(s) of qualified participation, the elected or appointed person(s) to a position in a statutory or contractual body, or other natural persons, in the case of an institution requesting authorization for operation; and

b) of the persons referred to in letter “a”, the controller(s), the holder(s) of qualified participation, the elected or appointed person(s) to a position in a statutory or contractual body, the member(s) of a statutory or contractual body, or other natural persons, in the case of an institution authorized to operate by the Central Bank of Brazil.

§ 1º Communications to institutions that do not have access to BC Mail will be performed in the manner mentioned in item II, letter “b”, of the main text of this article.

§ 2º The sending of the link referred to in item II of the main text of this article will only be performed to the e-mail of natural persons who have performed self-registration in Registrato.

§ 3º The official letter referred to in the main text of this article must:

I - have as an attachment the approved statute or corporate contract, in the event that a statutory reform or contractual alteration has been deliberated; and

II - contain the list of elected or appointed persons whose names have been approved to exercise a position in a statutory or contractual body, in the case of requests related to the election or appointment of these persons.

§ 4º At Deorf’s discretion, the requirements and other communications referred to in the main text of this article may be formalized exclusively by message in BC Mail, without sending an official letter.

General and Transitional Provisions

Art. 9º The transfer of members of corporate bodies must be communicated to Deorf through BC Mail, informing the data of the corresponding corporate act.

Art. 10. Circular Letter No. 4,038, of April 29, 2020, is hereby revoked.

Art. 11. This Circular Letter enters into force on August 3, 2020.

José Reynaldo de Almeida Furlani

Annex I

Examples of Document Description for Processing Requests:

The following are examples of how to fill in the “Description” field on the Digital Protocol screen, for each document filed, as provided for in Article 4º of this Circular Letter, presented in the following order:

1. Authorization for the operation of a Multiple Bank;
2. Authorization for the operation of a Direct Credit Society;
3. Authorization for the operation of a Payment Institution;
4. Approval of election and statutory reform;
5. Approval of capital increase;
6. Response to requirement;
7. Filing of appeal.

Example 1:

Type of Request: Authorization for the operation of a Multiple Bank

Sisorf Model 8.1.10.44: APPLICATION - FAVORABLE MANIFESTATION TO THE PROPOSAL FOR THE CONSTITUTION OF AN INSTITUTION

Corporate name intended by the requesting institution: Banco ABCD S.A.

Intended trade name or acronym: Banco ABCD

Name of controller or holder of qualified participation: “José Abcd”

“Description” Field for each document:

1. Application, first document to be filed:

“Banco ABCD – Authorization for operation”; 2. Other documents linked or associated with the first document, contained in the application: a) “BANCO ABCD – Identification of controllers and holders of qualified participation”; b) “BANCO ABCD – Draft declaration of purpose”; c) “BANCO ABCD – Indication of corporate control form”; d) “BANCO ABCD – Executive summary”; e) “BANCO ABCD – Declaration – José Abcd”; f) “BANCO ABCD – Demonstration of business knowledge – José Abcd”; g) “BANCO ABCD – Origin of resources”; h) “BANCO ABCD – Authorization to the Federal Revenue Service – José Abcd”; i) “BANCO ABCD – Authorization to the Central Bank – José Abcd”; j) “BANCO ABCD – Foreign authority”; k) “BANCO ABCD – Registration form – José Abcd”; l) “BANCO ABCD – Organizational chart”

Example 2:

Type of Request: Authorization for the operation of a Direct Credit Society

Sisorf Model 8.1.10.66: APPLICATION FOR AUTHORIZATION FOR OPERATION OF A DIRECT CREDIT SOCIETY OR A LENDING SOCIETY BETWEEN PERSONS

Corporate name intended by the requesting institution: ABCD Direct Credit Society S.A.

Intended trade name or acronym: ABCD SCD

Name of controller or holder of qualified participation: “José Abcd”

Name of Elected Director: “ João Abc”

“Description” Field for each document:

1. Application, first document to be filed:

“ABCD SCD – Authorization for operation”; 2. Other documents linked or associated with the first document, contained in the application: a) “ABCD SCD – AGC of DD/MM/YYYY”; b) “ABCD SCD – Subscription list”; c) “ABCD SCD – Justified justification”; d) “ABCD SCD – Identification of control group members and holders of qualified participation”; e) “ABCD SCD – Registration Form - José Abcd”; f) “ABCD SCD – Declaration – José Abcd”; g) “ABCD SCD – Origin of resources”; h) “ABCD SCD – Balance sheet”; i) “ABCD SCD – IRPF - José Abcd”; j) “ABCD SCD - Indication of corporate control form”; k) “ABCD SCD – Authorization to the Federal Revenue Service – José Abcd”; l) “ABCD SCD – Authorization to the Central Bank – José Abcd”; m) “ABCD SCD – Organizational chart”; n) “ABCD SCD – Foreign authority”; o) “ABCD SCD – Information about the investment fund”; p) “ABCD SCD – Shareholders’ agreement”; q) “ABCD SCD – Usufruct contract”; r) “ABCD SCD – Declaration and authorizations – João Abcd”; s) “ABCD SCD – Technical qualification declaration – João Abcd”; t) “ABCD SCD – Curriculum – João Abcd”.

Example 3:

Type of Request: Authorization for the operation of a Payment Institution

Sisorf Model - 8.13.10.15: APPLICATION FOR AUTHORIZATION FOR OPERATION OF A PAYMENT INSTITUTION

Corporate name of the institution: “ Example Payment Services S.A.”

Trade name or acronym: “Example IP”

CNPJ: 99.999.999/9999-99

Corporate Act: Extraordinary General Assembly of DD/MM/YYYY

Identification of control group members and holders of qualified participation: “José Abcd”, “João Xyz” and “Carlos Wyz”

Name of Administrator: “Maria Abcd”

“Description” Field for each document:

1. Application, first document to be filed:

“Example IP – Authorization for Operation” 2.

Other documents linked or associated with the first document, contained in the application: a) “Example IP – Justified justification”; b) “Example IP – Identification of control group members and holders of qualified participation”; c) “Example IP – Registration Form - José Abcd”; d) “Example IP – Registration Form - João Xyz”; e) “Example IP – Registration Form - Carlos Wyz”; f) “Example IP – Declaration - José Abcd”; g) “Example IP – Declaration - João Xyz”; h) “Example IP – Declaration - Carlos Wyz”; i) “Example IP – Organizational chart”; j) “Example IP – Indication of corporate control form”; k) “Example IP – Shareholders’ agreement”; l) “Example IP – Usufruct contract”; m) “Example IP – Authorizations - José Abcd”; n) “Example IP – Authorizations - João Xyz”; o) “Example IP – Authorizations - Carlos Wyz”; p) “Example IP – Authorizations of the society ”; q) “Example IP – Controller financial statements”; r) “Example IP – IRPF - José Abcd”; s) “Example IP – IRPF - João Xyz”; t) “Example IP – IRPF - Carlos Wyz”; u) “Example IP – IP financial statements”; v) “Example IP – Foreign authority“; w) “Example IP – Corporate Statute”; x) “Example IP – EGA of DD/MM/YYYY”; y) “Example IP – Declaration and authorizations – Maria Abcd” z) “Example IP – Technical qualification declaration – Maria Abcd”; aa) “Example IP – Curriculum – Maria Abcd”; bb) “Example IP – Convocation notice”; cc) “Example IP – EGA of DD/MM/YYYY”; dd) “Example IP – Subscription list”; ee) “Example IP – Bank deposit receipt”; ff) “Example IP – Proof of origin of resources - José Abcd”; gg) “Example IP – Proof of origin of resources - João Xyz”; hh) “Example IP – Proof of origin of resources - Carlos Wyz”; ii) “Example IP – Payment transaction volume”.

Example 4:

Type of Request: Election and Statutory Reform

Sisorf Model 8.2.10.2: APPLICATION FOR APPROVAL OF ELECTION AND OF STATUTORY REFORM IN A CREDIT COOPERATIVE

Corporate name of the Institution: “Coopexemplo - Cooperative for mutual economy and credit of employees of Example S.A.”

Trade name or acronym: “Coopexemplo”

CNPJ : 99.999.999/9999-99

Corporate Act: Ordinary and Extraordinary General Assembly of DD/MM/YYYY

Name of Elected Director: “ Maria Abcd”

Names of Elected Fiscal Councilors: “José Abcd”, “João Xyz” and “Carlos Wyz”

“Description” Field for each document:

1. Application, first document to be filed:

“99.999.999 – Coopexemplo – OGA/EGA of DD/MM/YYYY – Election and statutory reform” 2.

Other documents linked or associated with the first document, in the order in which they are listed in the Application: a) “99.999.999 – Declaration of Purpose”; b) “99.999.999 – Convocation Notice”; c) “99.999.999 – OGA/EGA of DD/MM/YYYY”; d) “99.999.999 – Declaration and authorizations – Maria Abcd”; e) “99.999.999 – Technical qualification declaration – Maria Abcd”; f) “99.999.999 – Curriculum – Maria Abcd”; g) “99.999.999 – Declaration and authorizations – José Abcd”; h) “99.999.999 – Declaration and authorizations – João Xyz”; i) “99.999.999 – Declaration and authorizations – Carlos Wyz”.

Example 5:

Type of Request: Capital Increase

Sisorf Model 8.3.10.13: APPLICATION FOR APPROVAL OF CAPITAL INCREASE IN A CONSORTIUM ADMINISTRATOR – JOINT STOCK COMPANY

Corporate name of the Institution: “Example Consortium Consortium Administrator S.A.”

Trade name or acronym: “Example Consortium”

CNPJ: 99.999.999/9999-99

Corporate Act: Extraordinary General Assembly of DD/MM/YYYY

“Description” Field for each document:

1. Application, first document to be filed:

“99.999.999 – Example Consortium – EGA of DD/MM/YYYY – Capital Increase” 2. Other documents linked or associated with the first document, in the order in which they are listed in the Application: a) “99.999.999 – Convocation Notice”; b) “99.999.999 – EGA OF DD/MM/YYYY”; c) “99.999.999 – Corporate Statute”; d) “99.999.999 – Subscription list”; e) “99.999.999 – Bank deposit receipt”; f) “99.999.999 – Justified justification of the operation”.

Example 6:

In the response to requirements made by Deorf, when it is not possible via BC Mail because it is necessary to send attached documents, the “Description” field of the Digital Protocol must be filled in as follows:

Content: Response to requirements

Trade name, acronym, or corporate name of the Institution: Institution XYZ

CNPJ: 99.999.999/9999-99

Declarations and Authorizations of the Elected: José Abcd

Curriculum of the Elected: José Abcd

1. First document to be filed:

“99.999.999 – Institution XYZ – Response to requirements” 2. If it is necessary to send a linked or associated document, in the order contained in the official letter of requirements: a) “99.999.999 – Declarations and Authorizations – José Abcd”; b) “99.999.999 - Curriculum – José Abcd”.

Example 7:

In the filing of an appeal against the denial decision to Deorf, when it is not possible via BC Mail because it is necessary to send attached documents, the “Description” field of the Digital Protocol must be filled in as follows:

Content: Appeal

Trade name, acronym, or corporate name of the Institution: Institution XYZ

Declaration of the Elected : João Xyz

1. First document to be filed:

“99.999.999 – Institution XYZ – Appeal ” 2. If it is necessary to send a linked or associated document:

“99.999.999 – Declaration - João Xyz”