Resolution No. 14

RESOLUTION

BCB NO. 14, OF SEPTEMBER 9, 2020

Consolidates the rules on the registration process for database managers for the reception of compliance information as provided for in Law No. 12,414, of June 9, 2011, originating from institutions authorized to operate by the Central Bank of Brazil, regarding the processes for cancellation of the aforementioned registration, communication of appointment or dismissal of the responsible director, and communication of changes in the control group, and regarding the procedures for the provision of information by consortium administrators to database managers.

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, 12, § 6, of Law No. 12,414, of June 19, 2011, and 21 of Decree No. 9,936, of July 24, 2019, and having in view the provisions of arts. 16 and 17 of Resolution No. 4,737, of July 29, 2019,

RESOLVES:

CHAPTER I

OBJECT AND SCOPE OF APPLICATION

Art. 1. This Resolution establishes procedures to be observed:

I - in the registration process for database managers for the reception of compliance information as provided for in Law No. 12,414, of June 9, 2011, originating from financial institutions and other institutions authorized to operate by the Central Bank of Brazil;

II - in the processes for cancellation of the registration referred to in item I, communication of appointment or dismissal of the responsible director, and communication of changes in the control group; and

III - in the provision of information by consortium administrators to database managers.

CHAPTER II

PROCESS INSTRUCTIONS

Section I

Registration of Database Manager

Art. 2. The application for registration of a database manager must be filed with the Central Bank of Brazil accompanied by the following documents and information:

I - designation of the director responsible for the management of the database and the director responsible for the information security policy, accompanied by the documents provided for in art. 3;

II - declaration, signed by the database manager, stating that it meets the requirements established in items II to IV of art. 2 of Decree No. 9,936, of July 24, 2019;

III - authorization, signed by the members of the control group, to the Central Bank of Brazil for access to their information contained in public or private registration and information systems, including administrative or judicial processes or procedures, of any nature, observing the provisions of art. 14;

IV - declaration, signed by the members of the control group, of compliance with the conditions established in art. 8 of Resolution No. 4,737, of July 29, 2019;

V - declaration, signed by the database manager, identifying the natural or legal persons that make up its control group, as well as their respective shareholdings;

VI - declaration, signed by the members of the control group, that they are aware of the legal and regulatory obligations to which they are subject, as defined by the Central Bank of Brazil;

VII - copy of the balance sheet of the database manager for the last fiscal year, audited by an independent auditor registered with the Securities and Exchange Commission (Comissão de Valores Mobiliários);

VIII - in the case of a database manager in operation on July 25, 2019, that has opted for the option provided for in art. 2, § 5, of Decree No. 9,936, of 2019:

a) copy of the balance sheet for the last fiscal year, audited by an independent auditor registered with the Securities and Exchange Commission, of the controlling or affiliated legal entities that have assumed joint and several liability for the fulfillment of the manager's financial obligations; and

b) copy of the documents formalizing the assumption, by the controlling or affiliated legal entities, of joint and several liability for the fulfillment of the database manager's financial obligations; and

IX - information for the identification and qualification of the members of the control group.

§ 1. In the case of an application filed by a database manager controlled exclusively by institutions authorized to operate by the Central Bank of Brazil, the sending of the documents mentioned in items III, IV, and IX of the caput is waived.

§ 2. The documents referred to in items III to VI and IX of the caput must be submitted only by a database manager organized as a corporation (sociedade anônima) or a limited liability company (sociedade limitada).

§ 3. If a member of the control group falls under any of the situations or occurrences provided for in art. 9 of Resolution No. 4,737, of 2019, such circumstance must be reported in the declaration referred to in item IV of the caput, which must be accompanied by documents that allow assessing the nature and stage of the reported facts.

Section II

Appointment of the Director Responsible for Database Management and the Director Responsible for Information Security Policy

Art. 3. The communication of the appointment of the director responsible for the management of the database and the director responsible for the information security policy must be filed with the Central Bank of Brazil within ten days of its occurrence, accompanied by the following documents and information:

I - personal information of the appointed director, for identification and qualification purposes, and the term defined for the exercise of the functions;

II - declaration, signed by the database manager and the appointed director, of compliance with the conditions established in art. 8 of Resolution No. 4,737, of 2019;

III - authorization, signed by the appointed director, to the Central Bank of Brazil for access to their information contained in public or private registration and information systems, including administrative or judicial processes or procedures, of any nature, observing the provisions of art. 14;

IV - declaration, justified and signed by the database manager, that the appointed director meets the technical qualification requirement established in art. 10 of Resolution No. 4,737, of 2019; and

V - curriculum vitae of the appointed director.

§ 1. If the appointed director falls under any of the situations and occurrences provided for in art. 9 of Resolution No. 4,737, of 2019, such circumstance must be reported in the declaration referred to in item II of the caput, which must be accompanied by documents that allow assessing the nature and stage of the reported facts.

§ 2. In the document referred to in item II of the caput, the database manager must declare that it has conducted research regarding the appointed director in public and private registration and information systems, assuming responsibility for the truthfulness of the information provided.

§ 3. The forwarding of the documents mentioned in items IV and V of the caput is waived in the case of appointment, for a new consecutive term, of a responsible director whose name has already been reviewed by the Central Bank of Brazil for the exercise of the function.

Art. 4. The dismissal of the director responsible for database management or the director responsible for the information security policy from their respective functions must be communicated to the Central Bank of Brazil within a maximum period of three business days counted from the date of the event.

Section III

Changes in the Control Group

Art. 5. The communication of changes in the control group of a database manager must be filed with the Central Bank of Brazil within a maximum period of fifteen days counted from its occurrence, accompanied by the following documents and information:

I - declaration, signed by the database manager, identifying the new natural or legal persons that make up its control group, as well as their respective shareholdings;

II - information regarding the purchase and sale contract, the corporate act, or the instrument that formalizes the operation;

III - authorizations and declarations mentioned in items III, IV, and VI of art. 2, signed by the new members of the control group; and

IV - information for the identification and qualification of the members of the control group.

Sole Paragraph. The provisions of this article do not apply to transfers of corporate control to legal entities where there is no change in the list of persons listed as ultimate controllers of the database manager.

Section IV

Cancellation of Registration upon Request

Art. 6. The cancellation, upon request, of the registration of a database manager is conditioned on the adoption of the following measures:

I - filing of the request with the Central Bank of Brazil; and

II - presentation of a liability declaration, as defined by the Central Bank of Brazil.

Section V

Documents and Information for Process Instructions

Art. 7. The processes regulated in Sections I, II, III, and IV of this Chapter must be instructed, as appropriate, with the following documents and information contained in the Annex of this Resolution:

I - registration of database manager: 1 to 13 and, in the case of a database manager that has opted for the option provided for in art. 2, § 5, of Decree No. 9,936, of 2019, additionally, 15 and 16;

II - communication of appointment of the director responsible for database management and the director responsible for the information security policy: 1, 5, and 10 to 13;

III - communication of resignation or dismissal from the function of director responsible for database management or director responsible for the information security policy: 1;

IV - communication of changes in the control group: 1 to 4, 8, 9, and 14; and

V - cancellation, upon request, of the registration of a database manager: 1 and 17.

CHAPTER III

PROVISION OF INFORMATION BY CONSORTIUM ADMINISTRATORS

Art. 8. Consortium administrators, in providing the information provided for in art. 3 of Resolution No. 4,737, of 2019, must observe that:

I - the date of assumption of the payment commitment must correspond to the date of the first ordinary general meeting of the consortium group, the date of the first meeting after the consortium member's adherence, in the case of adherence to an ongoing group, or the date of the administrator's consent, in the case of transfer of quota to a third party;

II - the total value of the obligation or commitment assumed must correspond to the total initial value of the payment commitments assumed by the consortium member, including the common fund, the reserve fund, the administration fee, insurance, and other values expressly provided for in the participation contract in the consortium group, by adherence; and

III - the value of each installment of the obligations or commitments must correspond to its current value.

Sole Paragraph. In the case of exclusion of a consortium member, the information regarding the total value of the commitment assumed must be adjusted to the total amount paid up to the date of exclusion, and future installments must be disregarded.

Art. 9. The date of the consortium member's selection (contemplação) must be provided, corresponding to the date of the meeting in which the selection occurred, from which the payment commitment is considered a payment obligation.

Art. 10. In the case of transfer of the group's administration to another consortium administrator, the obligation to provide information to a database manager as provided for in Law No. 12,414, of 2011, shall lie with the administrator that maintains the registration of the group, as provided for in the current regulation.

CHAPTER IV

FINAL PROVISIONS

Art. 11. Processes related to the subjects regulated by this Resolution will be considered regularly instructed only when all necessary documentation and pertinent information are fully provided to the Central Bank of Brazil.

Art. 12. Registration processes may be archived, without analysis of the merits, when instructed in disagreement with the format required by current regulation or when requests for presentation of additional documents, provision of information, or other requests related to the process are not met within the timeframes established by the Central Bank of Brazil.

Art. 13. The declarations mentioned in this Resolution, when signed by the database manager, must be countersigned by administrators whose representativeness is recognized by the bylaws or the articles of association.

Art. 14. The authorizations to the Central Bank of Brazil referred to in item III of art. 2 and item III of art. 3 may be used by this agency for access to information regarding the signatory during the period in which they are part of the corporate control group or exercise the functions of director as provided for in the caput of art. 3, with a view to assessing compliance with the conditions established in art. 8 of Resolution No. 4,737, of 2019.

§ 1 The holder may revoke the authorization referred to in the caput at any time, by communicating with the Central Bank of Brazil.

§ 2 In the case of revocation of the authorizations referred to in the caput, the Central Bank of Brazil will grant a period for the database manager to regularize the situation, under penalty of cancellation of its registration.

Art. 15. The Central Bank of Brazil will establish document models for instructing processes related to the subjects regulated by this Resolution.

Art. 16. The following are repealed:

I - Circular No. 3,670, of October 2, 2013; and

II - Circular No. 3,955, of July 29, 2019.

Art. 17. This Resolution enters into force on October 1, 2020.

Otávio Ribeiro Damaso
Director of Regulation

João Manoel Pinho de Mello
Director of System Organization and Resolution

ANNEX

DOCUMENTS AND INFORMATION NECESSARY FOR PROCESS INSTRUCTION

1 - petition or communication signed by the administrators of the database manager whose representativeness is recognized by the bylaws or the articles of association;

2 - declaration, signed by the database manager, identifying the natural or legal persons that make up its control group, with their respective shareholdings, except in the case of a database manager not organized as a corporation or a limited liability company;

3 - declaration, signed by the controllers, stating that they are part of the database manager's control group and that they are aware of the legal and regulatory obligations to which they are subject, except in the case of a database manager not organized as a corporation or a limited liability company;

4 - registration form in the name of the members of the control group, except in the cases of a database manager controlled exclusively by institutions authorized to operate by the Central Bank of Brazil and of a database manager not organized as a corporation or a limited liability company;

5 - registration form in the name of the appointed director;

6 - copy of the balance sheet of the database manager for the last fiscal year, audited by an independent auditor registered with the Securities and Exchange Commission;

7 - declaration, signed by the database manager, stating that it meets the requirements established in items II to IV of art. 2 of Decree No. 9,936, of July 24, 2019;

8 - declaration, signed by the members of the control group, of compliance with the conditions established in art. 8 of Resolution No. 4,737, of July 29, 2019, except in the cases of a database manager controlled exclusively by financial institutions or other institutions authorized to operate by the Central Bank of Brazil and of a database manager not organized as a corporation or a limited liability company;

9 - authorization, signed by the members of the control group, to the Central Bank of Brazil for access to information contained in public or private registration and information systems, including administrative or judicial processes or procedures, of any nature, except in the cases of a database manager controlled exclusively by financial institutions or other institutions authorized to operate by the Central Bank of Brazil and of a database manager not organized as a corporation or a limited liability company;

10 - declaration, signed by the database manager and the appointed director, of compliance with the conditions established in art. 8 of Resolution No. 4,737, of 2019;

11 - authorization, signed by the appointed director, to the Central Bank of Brazil for access to information contained in public or private registration and information systems, including administrative or judicial processes or procedures, of any nature;

12 - declaration, justified and signed by the database manager, that the appointed directors meet the technical qualification requirement referred to in art. 10 of Resolution No. 4,737, of 2019, waived in the case of a director whose name has already been reviewed by the Central Bank of Brazil for the exercise of the function and who is being reappointed for a new consecutive term;

13 - curriculum vitae of the appointed director, waived in the case of a director whose name has already been reviewed by the Central Bank of Brazil for the exercise of the function and who is being reappointed for a new consecutive term;

14 - information regarding the purchase and sale contract, the corporate act, or the instrument that formalizes the operation;

15 - copy of the balance sheet for the last fiscal year, audited by an independent auditor registered with the Securities and Exchange Commission, of the controlling or affiliated legal entities that have assumed joint and several liability for the fulfillment of the database manager's financial obligations;

16 - copy of the documents formalizing the assumption, by the controlling or affiliated legal entities, of joint and several liability for the fulfillment of the database manager's financial obligations; and

17 - liability declaration signed by the database manager.