Resolution CMN No. 4815 - Conditions and Procedures for Discounting Commercial Receivables and Credit Operations Secured by Such Receivables

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 April 30, 2020, based on Article 4, items VI and VIII, of the aforementioned Law,

R E S O L V E S:

Article 1. This Resolution establishes conditions and procedures for financial institutions to conduct operations involving the negotiation of commercial receivables.

Article 2. For the purposes of this Resolution, the following are considered:

I - constituted commercial receivable: a credit right arising from a completed purchase and sale operation or service provision, formalized in an invoice, excluding that referred to in Article 2, item I, of Resolution No. 4,734 of June 27, 2019;

II - commercial receivable to be constituted: a credit right arising from a valid contract for the supply of goods or services on future dates, whose operations will be formalized in an invoice upon their realization, excluding the credit right referred to in Article 2, item I, of Resolution No. 4,734 of 2019;

III - discounting operations of commercial receivables: operations involving the definitive transfer of constituted or to-be-constituted commercial receivables, with or without co-obligation, by means of endorsement, assignment, or other contractual instrument;

IV - credit operations secured by commercial receivables: credit operations, including the granting of a credit limit that cannot be canceled unconditionally and unilaterally by the financial institution, whose guarantees include constituted or to-be-constituted commercial receivables, transferred to the financial institution by means of fiduciary assignment, pledge, or other guarantee instrument;

V - negotiation of commercial receivables: discounting operations of constituted or to-be-constituted commercial receivables and credit operations secured by such receivables;

VI - small-sized company: a legal entity that fits the description of item II of the caput of Article 3 of Complementary Law No. 123 of December 14, 2006;

VII - medium-sized company: a legal entity that has an annual gross revenue greater than R$4,800,000.00 (four million and eight hundred thousand reais) and equal to or less than R$300,000,000.00 (three hundred million reais);

VIII - large-sized company: a legal entity that has an annual gross revenue greater than R$300,000,000.00 (three hundred million reais);

IX - drawee client: a client of the financial institution, issuer of book-entry promissory notes.

Article 3. Financial institutions must exclusively use book-entry promissory notes in the negotiation of constituted commercial receivables with:

I - large-sized companies, starting from 360 (three hundred and sixty) days counted from the approval, by the Central Bank of Brazil, of the convention referred to in Circular No. 4,016 of May 4, 2020;

II - medium-sized companies, starting from 540 (five hundred and forty) days counted from the approval, by the Central Bank of Brazil, of the convention referred to in Circular No. 4,016 of 2020; and

III - small-sized companies, starting from 720 (seven hundred and twenty) days counted from the approval, by the Central Bank of Brazil, of the convention referred to in Circular No. 4,016 of 2020.

Article 4. In the negotiation of commercial receivables to be constituted, financial institutions must provide, in the contractual instrument, the obligation to issue a book-entry promissory note upon the realization of the purchase and sale operation or service provision.

Sole Paragraph. The schedule referred to in Article 3 applies to the caput.

Article 5. In contracts or acts formalizing the operations mentioned in Article 1 and involving book-entry promissory notes, financial institutions must:

I - specify the book-entry promissory notes issued or the commercial receivables to be constituted that are the subject of the operation;

II - request the authorization of the drawee client for the sending of information about the operation to the asset registration or centralized deposit system where the book-entry promissory notes are or will be registered or deposited, upon their issuance;

III - specify the financial institution or payment institution through which the financial resources related to the payment of the book-entry promissory notes subject to the operation will be received; and

IV - specify, in the case of the operations referred to in Article 2, item IV, the conditions for the release of resources resulting from the financial liquidation of the book-entry promissory notes, when, upon their payment, they are still securing credit operations.

Article 6. In the environments of the asset registration or centralized deposit systems responsible for the registration or deposit of the book-entry promissory notes subject to the operations mentioned in Article 1, financial institutions must, depending on the type of operation carried out:

I - request the alteration of the effective ownership of the book-entry promissory notes on the same day the operation is carried out; or

II - issue the command for the constitution of liens and encumbrances on the book-entry promissory notes subject to the operations, on the same day the operation is carried out.

Article 7. Beneficiary financial institutions must arrange for the dissolution of liens and encumbrances on the remaining book-entry promissory notes given as guarantee for credit operations, within one business day after the fulfillment of obligations by the drawee client regarding the credit operations contracted by it or upon the cancellation of a credit limit that cannot be canceled unconditionally and unilaterally by the financial institution at the request of said client.

Article 8. This Resolution enters into force on June 1, 2020.

Roberto de Oliveira Campos Neto President of the Central Bank of Brazil