BCB Resolution No. 13 — Consolidates general accounting criteria applicable to consortium administrators, payment institutions, securities brokerage firms, securities distribution firms, and foreign exchange brokerage firms in extrajudicial liquidation

BCB RESOLUTION NO. 13, OF SEPTEMBER 9, 2020

Consolidates the general accounting criteria applicable to consortium administrators, payment institutions, securities brokerage firms, securities distribution firms, and foreign exchange brokerage firms in extrajudicial liquidation, the accounting procedures applicable to institutions authorized to operate by the Central Bank of Brazil in extrajudicial liquidation in the preparation and disclosure of financial statements, and the procedures for accounting recording and disclosure of information regarding the assets comprising the asset portfolios and the obligations from the issuance of Guaranteed Real Estate Notes (LIG) by the LIG-issuing institution and by the fiduciary agent in the cases of decree of intervention, extrajudicial liquidation or bankruptcy of the issuing institution, or of recognition of its state of insolvency by the Central Bank of Brazil. (Wording given, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

The Collegiate Board of the Central Bank of Brazil, in a session held on September 9, 2020, based on arts. 9 of Law No. 4.595, of December 31, 1964, 6 and 7, item III, of Law No. 11.795, of October 8, 2008, 9, item II and 15 of Law No. 12.865, of October 9, 2013, 7 of Resolution No. 4.516, of August 24, 2016, and 80 of Resolution No. 4.598, of August 29, 2017,

R E S O L V E:

CHAPTER I
OBJECT AND SCOPE OF APPLICATION

Art. 1º This Resolution consolidates: (Wording given, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

I - the general accounting criteria applicable to the institutions listed below in extrajudicial liquidation in their accounting records: (Wording given, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

a) consortium administrators; (Included, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

b) payment institutions; (Included, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

c) securities brokerage firms; (Included, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

d) securities distribution firms; and (Included, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

e) foreign exchange brokerage firms; (Included, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

II - the procedures applicable to institutions authorized to operate by the Central Bank of Brazil in extrajudicial liquidation in the preparation, submission, and disclosure of financial statements; and

III - the procedures for accounting recording and disclosure of information regarding the assets comprising the asset portfolios and the obligations from the issuance of Guaranteed Real Estate Notes (LIG) by the LIG-issuing institution and by the fiduciary agent in the cases of decree of intervention, extrajudicial liquidation or bankruptcy of the issuing institution, or of recognition of its state of insolvency by the Central Bank of Brazil.

Sole Paragraph. Consortium administrators must apply the accounting criteria and procedures provided for in this Resolution in the accounting records of the administered groups.

CHAPTER II
GENERAL CRITERIA APPLICABLE TO CONSORTIUM ADMINISTRATORS, PAYMENT INSTITUTIONS, SECURITIES BROKERAGE FIRMS, SECURITIES DISTRIBUTION FIRMS, AND FOREIGN EXCHANGE BROKERAGE FIRMS

(Designation altered, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

Section I
Common Criteria

(Designation altered, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

Art. 2º The institutions mentioned in item I of the caput of art. 1 must prepare opening financial statements for the extrajudicial liquidation regime relative to the date of its decree. (Wording given, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

Sole Paragraph. Consortium administrators in extrajudicial liquidation must prepare, in addition to the financial statements mentioned in the caput, the individualized opening financial statements of each consortium group relative to the date of the decree of the extrajudicial liquidation regime.

Art. 3º In the preparation of the opening financial statements and the other statements prepared during the maintenance of the extrajudicial liquidation regime, the institutions mentioned in item I of the caput of art. 1 must observe the following accounting criteria: (Wording given, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

I - assets must be measured by the lower value between:

a) the net book value, considered as the value by which the asset is recorded, minus any provisions for losses and the respective accumulated depreciation or amortization; or

b) the estimated net realizable value, considered as the market sale value, minus the estimated value of expenses necessary for the alienation of the asset;

II - values recorded in assets related to intangible assets, expenses paid in advance that are not refundable, and assets whose economic basis depends on the existence of future positive results, must be written off immediately after the decree of the extrajudicial liquidation regime, in credit to the appropriate Equity account;

III - due liabilities must be recorded at the updated value of the obligation to be settled, pro rata temporis, up to the date of the opening financial statements, observing the respective contractual conditions;

IV - due liabilities must be updated, in the financial statements subsequent to the opening financial statements, by the indices provided for in the legislation applicable to the extrajudicial liquidation regime, maintaining distinct control of the updates;

V - passive provisions, including those related to contingencies, must be constituted and updated, in order to represent the best estimate of the probable future disbursement value, considering the discontinuation situation of the institution; and (Wording given, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

VI - income statement accounts must be closed, in the opening financial statements, in credit to the appropriate Equity account.

§ 1º Goods registered in the fixed assets that continue to be used during the extrajudicial liquidation regime must be subjected to an impairment test starting from the social year following the decree of the regime.

§ 2º In the case of provisions associated with judicial or extrajudicial deposits, the provisioned amount must correspond, at minimum, to the value of the respective deposits.

§ 3º The provision of § 2 does not apply when there is a liability registered in a specific account for the full value of the deposit related to the constituted obligation.

Art. 4º The loss ascertained in the opening financial statements of the extrajudicial liquidation will be absorbed by accumulated profits, profit reserves, and capital reserve, in that order.

Section II
Criteria Applicable to Consortium Administrators

Art. 5º Consortium administrators, in the preparation of the financial statements of consortium groups, must record the adjustments resulting from any identified insubsistencies of the asset, as well as the values difficult to recover, to the credit of their respective origin accounts in credit to the account representing the rights by credit in the process of habilitation.

Art. 6º The values resulting from any adjustments registered in the groups according to art. 5 must be recognized in the consortium administrator in the appropriate account representing its obligations with the groups, in credit to the account of accumulated profits or losses.

Sole Paragraph. The amount registered in consortium administrators provided for in the caput must correspond to the values registered in the assets of the groups according to art. 5.

Art. 7º After the consolidation of the general creditor list, the following procedures must be observed:

I - the values declared as procedent must be recorded, in the accounting of each group, using the accounting items representative of the obligation towards consortium members in the process of habilitation, in credit to the group's rights towards the administrator; and

II - the credits not habilitated subject to action in the manner provided for in art. 27 of Law No. 6.024, of March 13, 1974, must be transferred, by the controversial part, to the appropriate accounting sub-item of reserve of funds of the respective accounting title representative of the obligations towards consortium members in the process of habilitation, in credit to the group's rights towards the administrator.

Sole Paragraph. The value registered by the groups in the manner of items I and II of the caput must be registered, concomitantly, by consortium administrators in the accounting items representative of their obligations towards the groups, in credit to the account of accumulated profits or losses.

Section III
General Provisions

Art. 8º The Central Bank of Brazil may, without prejudice to other measures applicable, determine new preparation and submission of the financial statements referred to in this Resolution, with the corrections that may be necessary, for the adequate expression of the patrimonial, economic, and financial reality of the institution. (Wording given, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

Art. 9º In cases where the accounting of the institution mentioned in item I of the caput of art. 1 does not offer conditions of security and reliability for the adequate verification of its patrimonial, economic, and financial situation, the liquidator must prepare the special opening financial statements of the liquidation based on a general inventory of goods, rights, and obligations. (Wording given, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

Art. 10. Payment institutions in extrajudicial liquidation regime are exempt from preparing and disclosing consolidated financial statements, except when required by current legislation.

Art. 11. Consortium administrators in extrajudicial liquidation regime are exempt from disclosing financial statements, except when required by current legislation.

Art. 11-A. Securities brokerage firms, securities distribution firms, and foreign exchange brokerage firms in extrajudicial liquidation regime are exempt from preparing and submitting the consolidated prudential conglomerate accounting documents. (Included, effective from 1/1/2024, by BCB Resolution No. 367, of 1/25/2024.)

CHAPTER III
PROCEDURES APPLICABLE TO INSTITUTIONS AUTHORIZED TO OPERATE BY THE CENTRAL BANK OF BRAZIL

Art. 12. Institutions authorized to operate by the Central Bank of Brazil in extrajudicial liquidation regime must observe, in the preparation of the special opening financial statements and the other statements prepared during the maintenance of the extrajudicial liquidation regime, the following procedures:

I - securities must be adjusted to market value, at minimum, at the time of balance sheets and statements, computing the appreciation or depreciation in credit to a highlighted Equity account, by the net value of tax effects;

II - goods registered in permanent assets that are not strictly intended for the administration of the institution in extrajudicial liquidation must be reclassified to specific accounts of non-use goods by the lower value between the net book value and the estimated net realizable value;

III - investments in shareholdings registered in permanent assets must be reclassified to an appropriate securities account and evaluated according to item I;

IV - the values corresponding to the following asset items, registered in assets, must be written off immediately after the decree of the extrajudicial liquidation regime, in credit to the appropriate Equity account:

a) expenses paid in advance that are not refundable;

b) tax credits that cannot be subject to a request for refund or compensation;

c) goodwill in the acquisition of investments based on an expectation of future profitability; and

d) intangible asset;

V - liabilities must, in the opening balance sheet, be reclassified to the accounts representative of the obligations, according to the bankruptcy classification of the institution's creditors;

VI - values registered in future exercise results must be reclassified to due liabilities;

VII - obligations arising from labor charges must be updated and registered in the appropriate items of due liabilities, observing the legal classification of the charges;

VIII - tax obligations or those equivalent to the Public Treasury, registered in active debt, must be updated and registered in the appropriate accounting items for their full value, constant in the respective registration term, until effective payment or final judicial or administrative decision that modifies it; and

IX - updates of due liabilities must observe the indices provided for in the legislation applicable to the extrajudicial liquidation regime.

Art. 13. After the consolidation of the general creditor list, the institutions mentioned in art. 12 must observe the following procedures:

I - credits exempt from habilitation and those declared procedent will be classified using the accounting items of exclusive use of companies in extrajudicial liquidation regime representative of the nature and order of preference of the obligation;

II - credits prejudiced by the non-provision of the appeal filed, or by the decision issued in the objection, must, in the case of filing or continuation of actions in the manner provided for in art. 27 of Law No. 6.024, of 1974, be transferred, by the value of the controversial part, to the appropriate accounting item of Reserve of Funds, until a final decision, when they must be reclassified or immediately written off;

III - credits not habilitated and those whose habilitation is judged improcedent, which may be registered, must be immediately written off from the origin account, in the case of non-existence of objection, appeal, or judicial action against the decision issued; and

IV - new habilitations, carried out after the consolidation of the general creditor list, will be regularly registered in the liability, using the accounting items of exclusive use of institutions in extrajudicial liquidation regime representative of the nature and order of preference of the obligation, in credit to the period result or to equity, when they correspond to credits originated before the decree of extrajudicial liquidation.

Art. 14. The items destined for the recording of administrative expenses by institutions in extrajudicial liquidation regime must be used only for the recording of expenses incurred during this regime.

Art. 15. The institutions mentioned in art. 12 must prepare and submit to the Central Bank of Brazil, within sixty days of the respective base date:

I - opening financial statements of the extrajudicial liquidation regime, relative to the date of its decree; and

II - special balance sheet relative to the date corresponding to the substitution of the liquidator, if any.

CHAPTER IV
PROCEDURES FOR ACCOUNTING RECORDING AND DISCLOSURE ON GUARANTEED REAL ESTATE NOTES (LIG)

Art. 16. In the cases of decree of intervention, extrajudicial liquidation or bankruptcy, or of recognition of its state of insolvency by the Central Bank of Brazil, LIG-issuing institutions must, on the date of the decree of the regime or of the recognition of the state of insolvency, write off the assets comprising the asset portfolios submitted to the fiduciary regime, provided for in art. 69 of Law No. 13.097, of January 19, 2015, in credit to the liability related to obligations from LIG issuances.

§ 1º The difference between the book value of the assets and the obligations written off according to the caput must be registered in a specific accounting item, segregated from the other assets and liabilities of the institution:

I - in assets, if the value of the assets is greater than the value of the obligations; or

II - in liabilities, if the value of the assets is less than the value of the obligations.

§ 2º The value of the asset or liability referred to in § 1 must be reviewed, monthly, based on the book value of the assets comprising the asset portfolios and the obligations from LIG issuances provided by the fiduciary agent administrator of the asset portfolio in the statement referred to in art. 17, registering any adjustments:

I - as period expense, in the case of reduction of asset or increase of liability; or

II - as period revenue, in the case of increase of asset or reduction of liability.

§ 3º In the accounting records provided for in this article, the institution must observe the general rules, procedures, and accounting criteria provided for in the Accounting Plan of the Institutions of the National Financial System (Cosif) applicable to institutions authorized to operate by the Central Bank of Brazil in extrajudicial liquidation regime.

Art. 17. From the decree of intervention regime, extrajudicial liquidation or bankruptcy, or of recognition of state of insolvency by the Central Bank of Brazil, the fiduciary agent administrator of the asset portfolio referred to in the caput of art. 16 must prepare, monthly, a report named Asset Portfolio Statement – Special Administration (DCA-AE), containing:

I - the characteristics of the assets that make up the asset portfolio;

II - the commitments related to LIGs in circulation and the other obligations related to the administration of the asset portfolio;

III - information on the series of LIGs in circulation issued by the institution;

IV - compliance with the requirements to compose the asset portfolio, as regulated by specific regulation; and

V - the nominal and book values of the assets comprising the asset portfolios and the obligations from LIG issuances.

Sole Paragraph. The statement referred to in the caput must be:

I - disclosed by the fiduciary agent on its website until the 30th day of the month following the base date;

II - kept available to the Central Bank of Brazil for a minimum period of five years; and

III - forwarded by the fiduciary agent to the receiver, liquidator, or judicial administrator of the issuing institution by the 18th day of the month following the reference date.

Art. 18. For the purposes of preparing the statement referred to in Art. 17, the fiduciary agent, administrator of the asset portfolio, must measure:

I - the book value of the assets comprising the asset portfolios and the obligations from LIG issuances in accordance with the general rules, procedures, and accounting criteria provided for in Cosif applicable to institutions authorized to operate by the Central Bank of Brazil under extrajudicial liquidation regime; and

II - the nominal value of the assets comprising the asset portfolios and the obligations from LIG issuances in accordance with the provisions of the specific regulation.

Sole Paragraph. The fiduciary agent must maintain accounting controls that allow for the individualization of the components of each asset portfolio and the obligations from LIG issuances.

CHAPTER V
FINAL PROVISIONS

Art. 19. Institutions authorized to operate by the Central Bank of Brazil must apply, in addition to the criteria and procedures established by this Resolution, the general criteria provided for in Cosif, when not conflicting with the provisions of this Resolution.

Art. 20. The Central Bank of Brazil will publish the operational procedures necessary to comply with the provisions of this Resolution, including regarding the content and disclosure requirements of the DCA-AE.

Art. 21. The following are repealed:

I - Circular No. 3,819, of December 14, 2016;

II - Circular No. 3,820, of December 14, 2016; and

III - Circular No. 3,896, of May 9, 2018.

Art. 22. This Resolution enters into force on January 1, 2021.

Otávio Ribeiro Damaso
Director of Regulation