Regulatory Alerts2014-10-25
CVM Resolution No. 541 of May 15, 2008
The Brazilian Securities and Exchange Commission (CVM) mandates that open companies, foreign companies sponsoring BDR programs, and shareholders selling in public distributions must identify all direct and indirect controllers down to the natural person level. This requirement applies regardless of the jurisdiction where the parties are incorporated or domiciled, and confidentiality obligations under foreign laws or private agreements do not exempt them from this disclosure duty. The regulation revokes previous resolution 525 and establishes specific compliance timelines for both newly registered and existing companies.
CVM RESOLUTION NO. 541, OF MAY 15, 2008
Provides for the obligation to identify, down to the natural person, shareholders of open companies, in the cases specified. Revokes Resolution No. 525, of September 5, 2007.
The PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on March 18, 2008, based on arts. 8, II, 19, §5, II, 21, § 6, II and 22, §1, I of Law No. 6,385, of December 7, 1976:
CONSIDERING (i) the provisions of arts. 8, II, 19, §5, II, 21, § 6, II and 22, §1, I of Law No. 6,385, of December 7, 1976, which refer to the provision of information to the market and the information required for the granting of the registration for public distribution and the registration of open companies; and (ii) the need to ensure that the ultimate controllers of open companies, those of foreign companies sponsoring BDR programs, and selling shareholders in secondary distributions will be duly identified;
DELIBERATED: I - companies that request the registration referred to in art. 21 of Law No. 6,385, of 1976, including foreign companies sponsoring BDR programs, must identify, in the IAN form, all their controllers, direct and indirect, down to the natural person level; II – the information specified in item I must also be provided by any shareholder who is a seller in a public distribution of securities for which registration is being requested with the CVM; III – the information specified in items I and II must be provided regardless of the country in which the partner, controller, or selling shareholder, or the company sponsoring a BDR program, is incorporated or domiciled; IV – any confidential treatment granted to the information referred to in items I and II, whether by virtue of a legal transaction or by the laws of the country in which the partner, controller, or selling shareholder is incorporated or domiciled, does not exempt them from the duty to inform provided for in this Resolution; V – revoke Resolution No. 525, of September 5, 2007; VI – this Resolution enters into force on the date of its publication in the Official Gazette of the Union, observed the following:
CVM RESOLUTION NO. 541, OF MAY 15, 2008 2 i) companies not yet registered must present the information provided for in this Resolution to obtain the requested registrations; and ii) companies already registered that carry out a public distribution of securities must present the information provided for in this Resolution prior to the granting of the distribution registration.
Signed original by MARIA HELENA DOS SANTOS FERNANDES DE SANTANA President