BCB Resolution No. 285 — Provisions on the Constitution and Operation of Consortium Groups

BCB RESOLUTION NO. 285,
OF JANUARY 19, 2023

Provides for the constitution and operation of consortium groups.

The Collegiate Board of the Central Bank of Brazil, in a session held on January 18, 2023, based on arts. 6, 7, 15 and 26 of Law No. 11,795, of October 8, 2008,

RESOLVES:

CHAPTER I
OF THE OBJECT AND SCOPE OF APPLICATION

Art. 1. This Resolution provides for the constitution and operation of consortium groups.

CHAPTER II
OF THE PARTICIPATION CONTRACT IN A CONSORTIUM GROUP

Art. 2. The participation contract in a consortium group, by adhesion, must provide, at a minimum, on:

I - the rights and duties of the contracting parties;

II - the complete identification of the contracting parties;

III - the description of the good, the set of goods, the service or the set of services that are the object of the contract, as well as the respective initial market price or the initial nominal value of the corresponding credit;

IV - the criteria or parameters applicable for the update of the value of the good, the set of goods, the service or the set of services or the initial nominal value of the credit, when applicable, as provided in art. 6;

V - the information, when applicable, regarding the participant's participation in a group with:

a) differentiated administration fee among group participants; and

b) credits of differentiated values among group participants;

VI - the duration of the contract;

VII - the maximum number of active quotas and the duration of the group;

VIII - the financial obligations of the participant, resulting from the collection of:

a) administration fee, including if there is advance collection as provided in the legislation and regulation;

b) reserve fund fee, if applicable;

c) permanence fee on unrequested resources, specifying its collection method;

d) insurance contracting, if applicable;

e) other fees or tariffs for the provision of services, permitted by legislation and regulation; and

f) amounts as reimbursement for expenses for services provided to the participant by third parties and paid in advance by the consortium administrator;

IX - the initial installment to be paid, discriminated, in table form, in nominal values and percentages:

a) the monthly common fund installment;

b) the monthly reserve fund installment, if applicable;

c) the administration fee; and

d) the insurance premium, if applicable;

X - the contractual obligations whose non-compliance entails the application of a fine;

XI - the information necessary for the purpose of participants' participation in ordinary general assemblies, especially the periodicity and the method of participation;

XII - the conditions to compete for contemplation by lottery and its method, as well as the rules for contemplation by bid;

XIII - the conditions and procedures for the eventual advance payment of installments by participants;

XIV - the procedures and deadlines to be observed by the consortium administrator or the participant for:

a) the payment by the contemplated participant of the offered bid, as provided in art. 12, item II;

b) the evaluation of the completeness and adequacy of the documentation delivered by the contemplated participant for the purpose of releasing the credit for the acquisition of the good, the set of goods, the service or the set of services;

c) the availability of the credit to the contemplated participant after the homologation of the contemplation, as provided in art. 16;

d) the realization of the payment to the seller or supplier of the good or to the service provider, observing the provisions of art. 18; and

e) the transfer of rights and obligations arising from the contract, including the evaluation of the payment capacity of the new adherent to the consortium group;

XV - the guarantees that will be required from the contemplated participant for the acquisition of the good, the set of goods, the service or the set of services and the procedures to be adopted in the event of their substitution;

XVI - the participant's authorization for the transfer of resources, in the situations provided for in arts. 15 and 18 and in § 3 of art. 38, and the data related to the deposit account or payment account of their ownership or the corresponding Pix key for these accounts, or the formal declaration by the participant that they do not have or do not wish to inform the account;

XVII - the information that the participant, even if excluded from the group, is obliged to keep their registration information up to date with the consortium administrator, especially the address, phone number and data related to the deposit account or payment account of their ownership, if they have one, or the corresponding Pix key for these accounts; and

XVIII - the group operation rules, including those related to:

a) the requirements to be observed for the purpose of acquiring goods or services after contemplation;

b) the procedures and method for placing the partial credit at the disposal of the participant excluded from the group;

c) the monetary update of the credit value after contemplation;

d) the procedures for payment by the consortium administrator to the supplier or seller of the good or to the service provider; and

e) the situations that result in the exclusion of the participant from the consortium group, as well as those related to their readmission.

Sole Paragraph. The standard participation contract in a consortium group, by adhesion, whose general operation rules are applicable to all participants of the same group, must:

I - be made available to participants on the consortium administrator's website on the internet, accompanied by the history of any changes, until the date of the group's closure; and

II - remain available to the Central Bank of Brazil, at the headquarters of the consortium administrator, for a minimum period of five years, counted from the date of the group's closure.

CHAPTER III
OF THE CONSTITUTION OF THE CONSORTIUM GROUP

Art. 3. The holding of the first ordinary general assembly for the purpose of constituting the consortium group is conditioned:

I - to the assessment of the group's economic and financial viability, as provided in art. 16 of Law No. 11,795, of October 8, 2008; and

II - to the compliance with the procedures set out in art. 46.

§ 1. The group's economic and financial viability is characterized by having an initial prospect of contemplation of all participants within the duration of the group and requires from the consortium administrator, at a minimum:

I - the verification of the proposers' payment capacity regarding the financial obligations assumed with the group and the consortium administrator for adherence to the consortium group;

II - the evaluation of potential levels of non-payment and exclusion of participants that may impact the regular flow of resources to the group;

III - the planning of the process for selling new quotas or replacement quotas; and

IV - the establishment of effective processes and systems for collecting and renegotiating debts of defaulters, as well as for asset recovery.

§ 2. The assessment of the group's economic and financial viability at the time of its constitution does not exempt the consortium administrator from the responsibility of verifying the participants' payment capacity at the time of contemplation and from adopting all efforts to achieve excellence management throughout the duration of the group.

§ 3. The consortium administrator must keep and make available to the Central Bank of Brazil, at its headquarters, for a minimum period of five years counted from the date of the group's closure, the documentation proving the realization of the evaluation of the participant's payment capacity at the time of their adherence or readmission to a consortium group, as well as at the time of their contemplation, and also in the case of the transfer to third parties of the rights and obligations arising from the contract.

§ 4. The duration of the consortium contract for each participant must be:

I - coincident with the duration of the group, for participants who adhere to the group at the beginning of its operation; and

II - equal to the remaining duration of the group, for participants who adhere to the group while it is in progress.

Art. 4. The consortium administrator must prepare a specific report that demonstrates:

I - the economic and financial viability of the consortium group on the date of its constitution; and

II - in the case of advance collection of the administration fee, the compatibility between its value and the expenses immediately linked to the sale of quotas of consortium groups and to the remuneration of representatives and brokers, as provided in § 3 of art. 27 of Law No. 11,795, of 2008.

Sole Paragraph. The report provided for in the caput must remain available to the Central Bank of Brazil, at the headquarters of the consortium administrator, for a minimum period of five years counted from the date of the group's closure.

Art. 5. The following may be the object of a consortium group:

I - real estate or set of real estate;

II - movable property or set of movable property; or

III - service or set of services.

§ 1. The group may be formed exclusively having as its object goods or services of one of the categories listed in items I to III of the caput.

§ 2. For the purposes of item II of the caput, the group must have as its object exclusively goods classified in one of the subcategories below:

I - motor vehicle, aircraft and vessel, as well as capital or production machinery and equipment, such as road, nautical, aerospace, agricultural and industrial machinery and equipment; or

II - movable property or set of movable property, new, except those referred to in item I.

Art. 6. The value of the credit, which will serve as a reference for the definition of the ordinary contributions of the participants, may be fixed based on:

I - the initial price of the good, the set of goods, the service or the set of services that are the object of the contract, with specification of the source or origin of the price base; or

II - an initial nominal credit value, indicating the category and, if applicable, the subcategory, to which it is linked, provided for in art. 5.

§ 1. In the situation provided for in item I of the caput, the value of the credit must be adjusted whenever there is an increase or reduction in the initial price of the good, the set of goods, the service or the set of services, according to the rule provided in the contract.

§ 2. In the situation provided for in item II of the caput, the value of the credit must be adjusted according to the price index or indicator provided for in the contract, in the periodicity provided for therein.

Art. 7. In consortium groups where credits are of differentiated values, the credit of lower value, in effect or defined on the date of the group's constitution, cannot be less than 50% (fifty percent) of the credit of higher value.

Sole Paragraph. For groups resulting from the merger of other groups, a difference greater than that established in the caput will be admitted, provided that the merger procedure complies with the provisions of art. 47.

Art. 8. The maximum number of active quotas of the consortium group, fixed on the date of its constitution, cannot be altered throughout its duration, except in the situations of merger into another group.

Art. 9. The percentage of quotas of the same participant in each consortium group in relation to the number of active quotas of the respective group, on the date of the sale of the quota, is limited to 10% (ten percent).

Sole Paragraph. The percentage referred to in the caput must be calculated cumulatively considering the acquisitions of quotas by the spouse or partner.

CHAPTER IV
OF THE RESOURCES OF THE CONSORTIUM GROUP

Art. 10. The resources of consortium groups collected by the consortium administrator must be mandatorily deposited in a multiple bank with commercial portfolio, commercial bank or savings bank.

§ 1. The consortium administrator must perform daily control of the consortium groups' liquidity with a view to reconciliation with the receipts and payments of the respective groups and to the analytical identification, by consortium group and by participant, of the respective resources.

§ 2. The resources referred to in the caput can only be invested in:

I - federal public securities registered in the Special Settlement and Custody System (Selic), including through committed operations; and

II - investment funds and investment funds in shares of investment funds constituted in the form of an open condominium, which are classified as Fixed Income and which include in their denomination the expressions Short Term, Referenced or Simple, as per the regulation issued by the Securities and Exchange Commission.

§ 3. It is prohibited to invest consortium group resources in:

I - funds in which the consortium administrator's own resources are invested;

II - exclusive funds; and

III - funds intended exclusively for qualified investors.

CHAPTER V
OF CONTEMPLATION

Art. 11. Contemplation is a mandatory requirement for the purpose of making credit available to participants, including the partial credit to the participant excluded from the group.

§ 1. Active participants will only compete for contemplation if they are up to date with their financial obligations to the consortium group and the consortium administrator.

§ 2. After the contemplation of an excluded participant, the consortium administrator must promptly send information to the interested party, clarifying about the availability of the credit in cash or the possibility of realizing the credit in a deposit account or payment account of their ownership informed in the registration.

§ 3. The communication referred to in § 2 must be made by physical or electronic correspondence with receipt control, and it is mandatory to maintain documentation proving the procedures adopted.

Art. 12. Contemplation by bid can only be:

I - carried out after the lottery contemplations provided for in the respective assembly or if these are not carried out due to insufficient resources; and

II - homologated after the effective receipt by the consortium administrator of the value corresponding to the bid, within the period defined in the contract.

Sole Paragraph. The value of the winning bid must be destined to the settlement or partial amortization of future installments, observed the method provided in the contract. [(Added by BCB Resolution No. 362, of 12/14/2023.)]

Art. 13. The offer of an embedded bid is admitted, for the purpose of contemplation in consortium groups, thus considered the use of part of the credit provided for receipt in the respective ordinary general assembly for the settlement of future installments.

Sole Paragraph. The value of the winning bid must be:

I - fully deducted from the credit provided for distribution in the contemplation assembly, making available to the contemplated participant the resources corresponding to the value of the difference resulting therefrom; and

II - destined to the settlement of future installments, observed the method provided in the contract.

Art. 14. In the case of the death of a participant holding a non-contemplated quota protected by insurance linked to a consortium group, the amount paid by the insurance company or service provider of the kind must be considered as a winning bid, for the purpose of the first subsequent ordinary general assembly with sufficient resources for contemplation, if the amount of the indemnity is equal to or greater than the outstanding balance of the quota.

CHAPTER VI
OF THE USE OF RESOURCES

Art. 15. The resources of the consortium group can be used exclusively to meet the following purposes:

I - acquisition by the contemplated participant, from a seller or supplier of a good or service provider that best suits them, observing the provisions of art. 18, of:

a) movable property or set of movable property cited in item I of § 2 of art. 5, if the contract has as its object any good mentioned in this provision;

b) movable property or set of movable property, new, except those referred to in item "a", if the contract has as its object movable property or set of movable property not referred to in item "a";

c) real estate or set of real estate, built or under construction, including land, with option for use for construction or renovation, as provided in the contract, if the contract has as its object real estate or set of real estate;

d) real estate linked to a real estate development, as provided contractually, if the contract has this good as its object; and

e) service or set of services, if the contract has as its object service or set of services;

II - total settlement by the participant of financing of their ownership whose object is of the same category as the good or service that is the object of the consortium contract, as provided contractually;

III - payment to the participant excluded from the group, after contemplation, of the partial credit in cash or by means of transfer of resources to a deposit account or payment account of their ownership, deducted, upon receipt, any applicable fines provided in the contract;

IV - payment to the consortium administrator, in the situations provided for in this Resolution; and

V - other payments, in the cases provided for in arts. 18, § 3, and 22.

§ 1. For the purposes of this Resolution, financing is considered to be credit operations, financial leasing operations and consortium operations when the credit has already been used by the contemplated participant.

§ 2. It is optional for the contemplated participant to receive the value of the credit in cash or by means of transfer of resources to a deposit account or payment account of their ownership, if they have not yet used the respective credit after one hundred and eighty days have passed since the contemplation, upon settlement of financial obligations to the group and the consortium administrator.

Art. 16. The consortium administrator must make the respective credit available to the contemplated participant by the third business day after the homologation of the contemplation.

Sole Paragraph. The resources linked to the contemplation must be invested in accordance with the provisions of art. 10, until the last business day prior to the use, in the contractual manner.

Art. 17. The credit made available to the contemplated participant must be increased by net financial earnings proportional to the period in which the respective value is invested, comprised between the date it was made available and its effective use by the participant.

Art. 18. The consortium administrator must make the payment of the good, the set of goods, the service or the set of services chosen by the participant directly to the seller or supplier of the good or to the service provider, within a period compatible with that practiced in the market for cash sales or in the manner agreed between the contemplated participant and the seller or supplier of the good or the service provider.

§ 1. In the event that the participant, after the respective contemplation, has paid or advanced with their own resources any value for the acquisition of the good, the set of goods, the service or the set of services, such as an amount as a sign or guarantee of the business, they are entitled to receive the corresponding value in cash or by transfer to a deposit account or payment account of their ownership, deducting it from the value of the credit, observing the contractual provisions.

§ 2. The consortium administrator can only transfer to the seller or supplier of the good or to the service provider the resources for payment of the good, the set of goods, the service or the set of services, after having been formally communicated by the contemplated participant of their option, guarantees satisfied, if applicable, and upon presentation of the documents related in the contract as mandatory, observing that:

I - the formal communication must contain:

a) the complete identification of the contemplated participant, as well as of the seller or supplier of the good or the service provider, containing name and registration number in the Individual Taxpayer Registry (CPF) or in the National Registry of Legal Entities (CNPJ); and

b) the characteristics of the good, the set of goods, the service or the set of services that are the object of the option and the payment conditions agreed between the contemplated participant and the seller or supplier of the good or the service provider; and

II - the transfer of resources to the seller or supplier of the good or to the service provider, as an advance, without prejudice to the observance of the provisions of this article, is conditioned to the formalization of the contract between them and the consortium administrator, which assumes total responsibility for the operation.

§ 3. If the contemplated participant acquires a good, set of goods, service or set of services with a price lower than the value of the respective credit, the difference must be used, at the participant's discretion, for:

I - payment of financial obligations, linked to the good or the service, observing the total limit of 10% (ten percent) of the value of the credit object of the contemplation, regarding expenses with property transfer, taxes, notary registrations, registration institutions, insurance or fees or reimbursement of expenses in favor of the consortium administrator;

II - settlement of future installments in the manner established in the contract; or

III - return in cash to the participant or by means of transfer to a deposit account or payment account of their ownership, upon settlement of financial obligations to the group and the consortium administrator.

CHAPTER VII
OF FINANCIAL OBLIGATIONS

Art. 19. The administration fee must be charged proportionally in relation to the months of duration of the consortium plan, by using a fixed percentage, observing the possibility of advance collection as provided in art. 27, § 3, of Law No. 11,795, of 2008.

Art. 20. It is optional for the consortium administrator, provided it is contractually provided, to charge the participant, at the time of their adherence to a consortium group:

I - the first installment; and

II - the amount as advance payment of the administration fee, destined exclusively to the payment of expenses immediately linked to the sale of quotas of consortium groups and to the remuneration of representatives and brokers.

§ 1. If the consortium group is not constituted within ninety days after the signing of the contract between the consortium administrator and the participant, the administrator must return to the adherent within five business days the amounts charged in the manner of items I and II of the caput, plus the net earnings from their financial investment.

§ 2. In the situation provided for in § 1, after the ninety-day period has passed and until the end of the five business day period, the consortium administrator may collect a formal manifestation from the adherent regarding their interest in waiting for the formation of the group for an additional period of ninety days.

§ 3. Once the group is constituted, the financial earnings on the amounts collected in advance for the common fund and for the reserve fund of groups in formation must be destined to the respective funds.

Art. 21. It is prohibited to charge an administration fee to the consortium participant after their exclusion from the consortium group.

Sole Paragraph. In the event of a participant's exclusion, any amount charged as an advance on the administration fee that exceeds the amount actually due by the participant proportionally to the contract period must be refunded, pro-rata, upon the contemplation of the excluded participant.

Sole Paragraph.
(Revoked by Resolution BCB No. 362, of 12/14/2023.)

Art. 22. The constitution of a reserve fund in the consortium group is optional, and the resources must be used exclusively for:

I - coverage of any insufficiency in the period's resources of the common fund for the realization of ordinary contemplations, including due to negative differences in the value of installments and the impact of the eventual substitution of the good, the set of goods, the service, or the set of services subject to the contract arising from the discontinuation of its manufacture or provision;

I - coverage of any insufficiency in the period's resources of the common fund for: (Amended by Resolution BCB No. 362, of 12/14/2023.)

a) realization of contemplations by lottery scheduled for the respective ordinary general assembly; (Added by Resolution BCB No. 362, of 12/14/2023.)

b) compensation for the loss of purchasing power of the consortium group, as provided for in Article 25-B, § 1º, item II; and (Added by Resolution BCB No. 362, of 12/14/2023.)

c) compensation for the impact of the eventual substitution of the good, the set of goods, the service, or the set of services subject to the contract, as provided for in Article 30, sole paragraph, item III; (Added by Resolution BCB No. 362, of 12/14/2023.)

II - payment of insurance premiums to cover default on consortium installments;

III - payment of expenses and costs for adopting judicial or extrajudicial measures aimed at collecting amounts owed to the group; and

IV - contemplation, by lottery, provided that the use of the reserve fund for the purposes set forth in items I to III is not compromised.

IV - additional contemplations, by lottery, provided that the use of the reserve fund for the purposes set forth in items I to III is not compromised. (Amended by Resolution BCB No. 362, of 12/14/2023.)

Art. 23. It is prohibited to charge a fee for the issuance of payment slips, installments, and similar documents for the payment of financial obligations arising from consortium operations.

Art. 24. Expenses with independent audit of the financial statements of consortium groups, as well as banking expenses for the management of consortium groups, are the responsibility of the consortium administrator.

Art. 25. The consortium administrator must charge or compensate for differences in the installment value, which arise when there are:

I - amounts collected less or more, due to a change in the price of the good, the set of goods, the service, or the set of services subject to the contract occurring between the date of issuance of the installment billing documents and the date of the respective ordinary general assembly of the period; and

II - loss or gain of purchasing power of the consortium group resulting from a change in the price of the good, the set of goods, the service, or the set of services that impacts the remaining balance of the common fund not used in the ordinary contemplations of the period.

§ 1º The values of negative installment differences must be converted into a percentage of the price of the good, the set of goods, the service, or the set of services, and covered, in the following order of preference, by:

I - amounts related to financial yield from the application of common fund resources, retained late fees and interest, and retained termination fee;

II - resources of the reserve fund; and

III - apportionment among the active participants of the group until the second installment immediately following the date of its verification.

§ 2º In the case provided for in § 1º, a charge for a portion related to the remuneration of the consortium administrator in the form of an administration fee on the amounts referred to in items I to III of § 1º is due.

§ 3º The values of positive installment differences must be converted into a percentage of the price of the good, the set of goods, the service, or the set of services and compensated in the installments of subsequent participants until the second installment immediately following the date of its verification, also compensating for the over-collection on the administration fee.

Art. 25. (Revoked by Resolution BCB No. 362, of 12/14/2023.)

Art. 25-A. The consortium administrator must charge or compensate for differences in the installment value when there are amounts collected less or more due to a change in the price of the good, the set of goods, the service, or the set of services subject to the contract occurring between the date of issuance of the installment billing documents and the date of the respective ordinary general assembly of the period. (Added by Resolution BCB No. 362, of 12/14/2023.)

Sole Paragraph. The amount related to the installment difference, converted into a percentage of the price of the good, the set of goods, the service, or the set of services subject to the contract, must be charged or compensated until the second installment immediately following the date of its verification. (Added by Resolution BCB No. 362, of 12/14/2023.)

Art. 25-B. The consortium administrator must restore the purchasing power of the consortium group resulting from financial loss caused by an increase in the price of the good, the set of goods, the service, or the set of services that impacts the remaining balance of the common fund not used in the contemplations of the period, adjusting it in proportion to the change that occurred. (Added by Resolution BCB No. 362, of 12/14/2023.)

§ 1º The amount related to the loss of purchasing power must be converted into a percentage of the price of the good, the set of goods, the service, or the set of services, and covered, in the following order of preference, by: (Added by Resolution BCB No. 362, of 12/14/2023.)

I - amount related to financial yield from the application of common fund resources, retained late fees and interest, and retained termination fee; (Added by Resolution BCB No. 362, of 12/14/2023.)

II - reserve fund resources, if constituted; and (Added by Resolution BCB No. 362, of 12/14/2023.)

III - apportionment among the active participants of the group until the second installment immediately following the date of its verification. (Added by Resolution BCB No. 362, of 12/14/2023.)

§ 2º For the purposes of this article, the purchasing power of the consortium group to be restored refers only to the amount collected as common fund. (Added by Resolution BCB No. 362, of 12/14/2023.)

§ 3º In the case provided for in the caput, the administrator may charge an administration fee on the amounts referred to in items I and II of § 1º. (Added by Resolution BCB No. 362, of 12/14/2023.)

§ 4º The amount paid by the participant related to the apportionment, established in item III of § 1º, as it constitutes an extraordinary charge, may not be used to amortize the percentage of the price of the good, set of goods, service, or set of services subject to the contract. (Added by Resolution BCB No. 362, of 12/14/2023.)

Art. 26. The outstanding balance of the consortium quota comprises the unpaid value of the installments and negative installment differences, as well as any other unpaid financial obligations of the participant, as provided in the contract.

Art. 27. The consortium administrator must immediately adopt the necessary legal procedures for the execution of guarantees, if the contemplated participant who has already used the credit delays payment of more than one installment.

Art. 28. In the event of default by a contemplated participant, resulting in the repossession of the good, judicially or extrajudicially, the consortium administrator must alienate it, and the collected resources must be destined to the payment of overdue installments, future installments, and other unpaid obligations provided contractually.

Sole Paragraph. The eventual difference between the collected resources and the financial obligations referred to in the caput must:

I - if positive, be returned to the participant; and

II - if negative, be charged from the participant, as provided in the contract.

Art. 29. The eventual positive difference between the amount received related to insurance linked to the consortium group and the outstanding balance of financial obligations, if any, after amortizing the debts, must be immediately delivered by the consortium administrator to the beneficiary indicated by the quota holder or, in their absence, to their successors.

Art. 30. If there is substitution of the good, the set of goods, the service, or the set of services subject to the contract, due to discontinuation in its production or provision or for other reasons decided in an assembly, the installments of the participants, future or overdue, do not undergo immediate value alteration and will be updated only when there is a change in the price of the new good, the set of goods, the service, or the set of services that will become the subject of the contract, in the same proportion.

Art. 30. If there is substitution of the good, the set of goods, the service, or the set of services subject to the contract, due to discontinuation in the production of the good or the provision of the service or for other justified reasons, approved by an extraordinary general assembly, the following billing criteria must be applied: (Amended by Resolution BCB No. 362, of 12/14/2023.)

I - the installments of contemplated participants, future or overdue, must not undergo immediate alteration and will be adjusted only when there is a change in the price of the new good, set of goods, service, or set of services subject to the contract, in the same proportion; (Added by Resolution BCB No. 362, of 12/14/2023.)

II - the installments of non-contemplated participants, future or overdue, must be adjusted based on the current price, on the date of the extraordinary general assembly, of the new good, set of goods, service, or set of services subject to the contract. (Added by Resolution BCB No. 362, of 12/14/2023.)

Sole Paragraph. For the purposes of item II of the caput: (Added by Resolution BCB No. 362, of 12/14/2023.)

I - the outstanding balance related to the common fund and other obligations must be recalculated, taking into account the percentage already amortized of the price of the good, the set of goods, the service, or the set of services originally provided in the contract and other obligations; (Added by Resolution BCB No. 362, of 12/14/2023.)

II - if on the date of the extraordinary general assembly the participant has already paid a total amount equal to or greater than that of the new good, set of goods, service, or set of services subject to the contract, the outstanding balance of the consortium quota and other obligations will be considered settled, and the participant must await contemplation by lottery for the receipt of the corresponding credit; and (Added by Resolution BCB No. 362, of 12/14/2023.)

III - if on the date of the extraordinary general assembly the participant has already paid a total amount greater than that of the new good, set of goods, service, or set of services subject to the contract, the participant will be refunded, upon contemplation, of the amount collected in excess, which must be: (Added by Resolution BCB No. 362, of 12/14/2023.)

a) extracted from the common fund of the consortium group, if there is resource availability after the realization of the other contemplations of the period; and (Added by Resolution BCB No. 362, of 12/14/2023.)

b) added to the credit provided in accordance with item II. (Added by Resolution BCB No. 362, of 12/14/2023.)

Art. 31. In the event of dissolution of the consortium group:

I - future contributions related to the common fund to be paid by contemplated participants on their respective due dates must be adjusted according to what is provided in the contract; and

II - the amounts collected in accordance with item I must be returned monthly to non-contemplated participants, including those excluded, in accordance with the procedures defined in the respective extraordinary general assembly that decided on the dissolution of the group, according to cash availability, by apportionment proportional to the percentage amortized of the price of the good, the set of goods, the service, or the set of services or the value of the credit, current on the date of said assembly.

CHAPTER VIII
OF THE EXCLUSION OF PARTICIPANTS

Art. 32. A participant is considered excluded who:

I - expressly and unequivocally manifests the intention not to remain in the group, by any form capable of proof;

II - fails to fulfill the financial obligations provided, in accordance with the contract, for three consecutive due dates; or

II - fails to fulfill the financial obligations provided, in accordance with the contract, for three due dates; or (Amended by Resolution BCB No. 362, of 12/14/2023.)

III - on the occasion of the last ordinary general assembly, is in default with the financial obligations provided, in accordance with the contract, for up to two consecutive due dates.

III - on the occasion of the last ordinary general assembly, is in default with the financial obligations provided, in accordance with the contract, for up to two due dates. (Amended by Resolution BCB No. 362, of 12/14/2023.)

Sole Paragraph. The exclusion of a contemplated participant who has already used the credit is prohibited.

Sole Paragraph. The exclusion of a contemplated participant who has already used the credit for the acquisition of the good, the set of goods, the service, or the set of services is prohibited. (Amended by Resolution BCB No. 362, of 12/14/2023.)

Art. 32-A. Any termination fee established in a consortium group participation contract due to the exclusion of a participant: (Added by Resolution BCB No. 362, of 12/14/2023.)

I - if charged as a percentage value, will apply exclusively to the value of the partial credit to be returned to the excluded participant; (Added by Resolution BCB No. 362, of 12/14/2023.)

II - if charged as a nominal value, may not be equal to or exceed the value of the partial credit of the excluded participant; (Added by Resolution BCB No. 362, of 12/14/2023.)

III - may not be greater than the remaining value of the administration fee that would be received from the participant if they remained active until the end of the group, when charged in favor of the administrator; and (Added by Resolution BCB No. 362, of 12/14/2023.)

IV - must be charged upon the contemplation of the excluded participant. (Added by Resolution BCB No. 362, of 12/14/2023.)

Sole Paragraph. The application of the fee referred to in the caput is: (Added by Resolution BCB No. 362, of 12/14/2023.)

I - optional in the cases described in items I and II of Article 32, provided that they are provided in the contract; and (Added by Resolution BCB No. 362, of 12/14/2023.)

II - prohibited in the case described in item III of Article 32. (Added by Resolution BCB No. 362, of 12/14/2023.)

Art. 33. The contemplated participant who is excluded maintains their contemplation assured, with partial credit made available in an amount corresponding to the amortized percentage of the updated value of the good, the set of goods, the service, or the set of services, minus the pending financial obligations with respect to the group and the consortium administrator, including any eventual fees provided in the contract.

Art. 33. The contemplated participant who is excluded maintains their contemplation assured, and the following measures must be adopted: (Amended by Resolution BCB No. 362, of 12/14/2023.)

I - making available to the participant partial credit in an amount corresponding to the amortized percentage of the updated value of the good, the set of goods, the service, or the set of services subject to the contract, minus the pending financial obligations with respect to the consortium group and the consortium administrator, including any eventual fees provided in the contract; and (Added by Resolution BCB No. 362, of 12/14/2023.)

II - directing to the common fund of the consortium group the difference between the original credit linked to the contemplation and the calculated partial credit, as well as the yields from the financial application on the original credit linked to the contemplation incurred between the date the credit was made available to the participant and the date of their exclusion. (Added by Resolution BCB No. 362, of 12/14/2023.)

Sole Paragraph. The application of any eventual termination fees for the exclusion of the participant:

Sole Paragraph. In the event that the amount referred to in item II of the caput is insufficient to cover the remaining partial value of the updated price of the corresponding good, set of goods, service, or set of services, the resulting difference amount must be deducted from the partial credit made available to the excluded participant. (Amended by Resolution BCB No. 362, of 12/14/2023.)

I - is optional in the cases described in items I and II of Article 32, provided that they are provided in the contract; and

I - (Revoked by Resolution BCB No. 362, of 12/14/2023.)

II - is prohibited in the case described in item III of Article 32.

II - (Revoked by Resolution BCB No. 362, of 12/14/2023.)

CHAPTER IX
OF ADHERENCE TO AN ONGOING CONSORTIUM GROUP

Art. 34. The participant admitted to an ongoing group must make full payment of the obligations within the remaining period for the end of the group.

Art. 35. The consortium administrator may readmit an excluded non-contemplated participant to the respective consortium group, upon express and unequivocal manifestation of interest by the interested party, by any form capable of proof.

§ 1º The minimum conditions for carrying out the procedure referred to in the caput are:

I - the quantity resulting from active quotas in the group on the date of the effective readmission cannot exceed the maximum number of active quotas provided for the group; and

II - the verification of the interested party's payment capacity must be performed previously.

§ 2º The consortium administrator must negotiate the payment method, within the remaining period for the end of the consortium group, of the amounts not contributed before and during the period of exclusion, obligatorily incorporating in favor of the group the value of the fee and late interest owed to it, in accordance with Article 28 of Law No. 11,795, 2008, and disregarding any eventual termination fees.

§ 3º The waiver of any termination fines mentioned in § 2º shall be optional, at the discretion of the consortium administrator, for contracts in force on June 30, 2016.

§ 4º The fine and late interest, upon readmission of an excluded consortium member not awarded, provided for in § 2º of this article, apply only to overdue and unpaid installments up to the date of the participant's exclusion.

CHAPTER X
OF THE CLOSURE OF THE CONSORTIUM GROUP

Art. 36. The consortium administrator must previously communicate to consortium members information regarding the holding of the last ordinary general assembly of the group and the need to update registration information, especially data related to the deposit account or payment account owned by the consortium member and the corresponding Pix key for these accounts, if any, keeping documentary evidence of the procedure, with a record in the minutes.

Sole paragraph. The communication mentioned in the caput must be carried out by means of physical or electronic correspondence, with receipt control, and it is mandatory to keep documentary evidence of the procedures adopted.

Art. 37. After the holding of the last award assembly of a consortium group, the remaining balances in the common fund and, if applicable, in the reserve fund, must be prorated proportionally to the value of the respective installments paid among the active consortium members.

Art. 38. For the purposes of closing the group, the communication referred to in art. 31 of Law No. 11,795, of 2008, observed the deadline established therein, must also be sent to the following participants, in the manner specified below:

I - to excluded consortium members who have not redeemed their respective credits, informing them that the resources are available for receipt in cash; and

II - to active consortium members, informing them that the remaining balances in the common fund and, if applicable, in the reserve fund, prorated proportionally to the value of the respective installments paid, are available for receipt in cash.

§ 1º The communication mentioned in the caput must be carried out by means of physical or electronic correspondence, with receipt control, and it is mandatory to keep documentary evidence of the procedures adopted.

§ 2º The closure of a consortium group and the existence of resources available to consortium members must be disclosed on the consortium administrator's website on the internet.

§ 3º After the communication referred to in the caput, observed the thirty-day period referred to in art. 32, caput, of Law No. 11,795, of 2008, and until the closure of the consortium group, the consortium administrator must transfer the remaining values not yet returned to the consortium members, if previously authorized by them, to their respective deposit accounts or payment accounts owned by them, as informed in the contracts, if they have them, communicating the realization of this deposit, keeping the documentary evidence of the procedures adopted.

Art. 39. The remaining values in consortium groups after their closure that become unclaimed resources, in accordance with Law No. 11,795, of 2008, must be:

I - registered individually, containing, at minimum, name, registration number on CPF or CNPJ, value, and numbers of the group and quota;

II - disclosed on the consortium administrator's website on the internet, accessible from its homepage, containing the name and respective registration number on CPF or CNPJ of its beneficiaries, with instructions on the procedures that must be adopted to receive them; and

III - reported to the Central Bank of Brazil, in accordance with current regulation.

Art. 40. The values pending receipt from defaulting consortium members, once collected after the closure of the consortium group, must be subject to the procedures provided for in arts. 38 and 39, insofar as applicable, thirty days after the communication referred to in art. 32, § 1º, of Law No. 11,795, of 2008.

Art. 41. After the closure of the group, exhausted all means of collection admitted in law, the consortium administrator must write off the values pending receipt from defaulting consortium members, with a record of all procedures adopted for the attempt to collect.

Art. 42. In the period between the holding of the last award assembly and the closure of the consortium group, except in the case of intervention or extrajudicial liquidation of the consortium administrator, the transfer of the respective group, as well as its resources, to another administrator is prohibited.

Art. 43. The transfer of the management of unclaimed resources to an institution not part of the Consortium System is prohibited.

CHAPTER XI
OF THE GENERAL ASSEMBLIES

Art. 44. General assemblies may be held in person or virtually, as well as through other procedures that allow for the free expression of the will of the consortium members, installed with any number of consortium members of the group, legal representatives or duly constituted proxies.

§ 1º The consortium administrator must previously inform consortium members about the day, time, and place of the holding of the assemblies and about the forms of their participation.

§ 2º Only consortium members with their financial obligations up to date may vote, directly or through their legal representatives or duly constituted proxies.

§ 3º Deliberations shall be taken by a simple majority of the votes of those present, with blank votes not being counted.

§ 4º For the purpose of the provision in § 3º, consortium members who, meeting the conditions referred to in § 2º, send their votes by physical or electronic correspondence, with receipt control, or other previously agreed form, are also considered present.

§ 5º Votes sent in the manner of § 4º shall be considered valid, provided they are received by the consortium administrator until the last business day preceding the day of the holding of the general assembly.

Art. 45. In the ordinary general assemblies of consortium groups, the consortium administrator must:

I - make available to the consortium member the financial statements of the respective group and of the administrator; and

II - provide all information related to the group requested by the consortium members.

Art. 46. In the first ordinary general assembly of a consortium group, the consortium administrator must:

I - prove the existence of sufficient resources to ensure the economic-financial viability of the consortium group, in accordance with art. 3º;

II - provide all necessary information so that consortium members can decide on the most adequate financial application modality for the collected resources; and

III - promote, among participants willing to assume such responsibility, with an unpaid mandate, the election of consortium members representing the group, whose election will be formally communicated to them, and employees, partners, managers, directors, and agents with management powers of the administrator or of companies linked to it cannot run for election.

§ 1º In the event of no election due to lack of interest from consortium members, the administrator must promote the election of representatives in subsequent ordinary general assemblies.

§ 2º In the event of resignation, exclusion from participation in the group, or other situations that generate impediment to the fulfillment of the function by the representative, the consortium administrator must promote a new election in the subsequent ordinary general assembly after the occurrence or knowledge of the fact by its administrators.

Art. 47. It is the responsibility of the extraordinary general assembly of a consortium group, among other matters, to deliberate on:

I - substitution of the consortium administrator, with communication of the decision to the Central Bank of Brazil;

II - merger of the consortium group with another of the same consortium administrator;

III - extension of the duration period of the group, with suspension or not of the payment of installments for an equal period, in the occurrence of facts that burden consortium members excessively or other events that hinder the satisfaction of their obligations;

IV - dissolution of the group:

a) in the occurrence of irregularities in the compliance with legal or regulatory provisions related to the administration of the consortium group or the clauses established in the contract;

b) in the cases of exclusions in number that compromise the award of consortium members within the period established in the contract; and

c) in the event of discontinuation of the production of goods or the provision of services object of the contract;

V - substitution of goods or services, in the event of discontinuation of the production of goods or the provision of services object of the contract or for other reasons deliberated in assembly; and

VI - any other matters of interest to the group, provided they do not conflict with the provisions of this Resolution.

§ 1º The consortium administrator must convene an extraordinary general assembly within a maximum period of five business days after knowledge of the discontinuation of production of goods or the provision of services object of the contract, for the deliberation referred to in item V of the caput.

§ 2º The extraordinary general assembly must be convened by the consortium administrator, which undertakes to do so within a maximum period of five business days, counted from the date of request of, at least, 30% (thirty percent) of the consortium members of the group.

§ 3º The convening of the extraordinary general assembly must be carried out by sending to all consortium members of the group physical or electronic correspondence, with receipt control, with up to eight business days' advance notice of its holding, and it must contain, in addition to the information referred to in art. 44, § 1º, the matters to be deliberated.

§ 4º The period referred to in § 3º shall be counted including the day of the holding of the assembly and excluding the day of dispatch of the correspondence.

Art. 48. The consortium administrator must draft minutes of the general assemblies, which must contain, in addition to date, time, place, number of the group and of the assembly, and the list of participants, at minimum, the following information:

I - in the minutes of the first ordinary general assembly:

a) the duration period of the group;

b) the maximum quantity of active quotas of the group;

c) the initial quantity of active quotas of the group;

d) the values or ranges of credits of the group;

e) the possibility or not of charging a differentiated administration fee in the group;

f) the names of the elected consortium members, as provided in art. 46, item III;

g) the decision of the group regarding the financial application modality, as provided in art. 46, item II; and

h) data related to the independent audit company hired;

II - in the minutes of the last ordinary general assembly:

a) the remaining availability for distribution to active quotas;

b) the values pending receipt, including those that are subject to judicial collection; and

c) the holding fee to be charged on unclaimed resources after the closure of the consortium group;

III - in the minutes of all ordinary general assemblies, insofar as applicable:

a) the following financial data of the group before the holding of the award process of the month:

1. quantity of active quotas up to date, including paid off, and in default;

2. quantity of active quotas, awarded and not awarded;

3. quantity of excluded quotas, awarded and not awarded;

4. balance of the common fund, informing the values destined for award by lottery and by bid, according to the award system of the group; and

5. balance of the reserve fund;

b) the account rendering performed by the consortium administrator, exposing in particular the measures adopted regarding the level of default, the performance, and the dynamics of the group;

c) the list of quotas drawn and the chronological order in which the draw occurred, segregating the quotas in:

1. not eligible for award, specifying the reason for ineligibility; and

2. awarded;

d) the list of quotas offering bids, specifying the respective bid percentages offered, with the indication of those that were awarded;

e) the names of new consortium members eventually elected, as per art. 46, item III; and

f) the quantity of quotas of active consortium members eligible to vote and the result of the vote regarding the matters deliberated; and

IV - in the minutes of the extraordinary general assemblies:

a) the detailed description of the matters object of the convening;

b) the quantity of quotas of active consortium members eligible to vote; and

c) the deliberations made and the respective results.

Sole paragraph. The information referred to in item I, letter "h", of the caput, in the event of substitution of the hired independent audit company, must be updated in the minutes of the first assembly after the occurrence.

CHAPTER XII
OF THE INDIVIDUAL STATEMENT OF THE CONSORTIUM MEMBER

Art. 49. The consortium administrator must send to active consortium members, before the holding of the ordinary general assembly of the period, together with the monthly installment billing document, the Individual Statement of the Consortium Member, filled with data related to the assembly of the immediately preceding month, containing, at minimum, the following information:

Art. 49. The consortium administrator must send to active consortium members, before the holding of the ordinary general assembly of the period, together with the installment billing document, the Individual Statement of the Consortium Member, filled with data related to the immediately preceding assembly, containing, at minimum, the following information: (Amended by Resolution BCB No. 362, of 12/14/2023.)

I - number of the group and of the quota;

II - duration of the plan in months;

III - monthly amortization percentage of the credit;

IV - date of the next ordinary general assembly to be held;

V - percentage of the administration fee and, if applicable, of the reserve fund;

VI - value of the current installment to be paid, in nominal values and percentages, broken down by:

a) monthly portion of the common fund;

b) monthly portion of the reserve fund, if applicable;

c) administration fee;

d) insurance premium, if applicable;

e) difference in the installment value, if applicable; and

e) difference in the installment value and proration of compensation of the purchasing power of the consortium group, if applicable; and (Amended by Resolution BCB No. 362, of 12/14/2023.)

f) fine and late interest, if applicable;

VII - price of the good, set of goods, service, or set of services or updated value of the credit object of the contract, on the base date of the assembly; and

VII - price of the good, set of goods, service, or set of services or updated value of the credit object of the contract, on the date of issuance of the installment billing document; (Amended by Resolution BCB No. 362, of 12/14/2023.)

VIII - table containing the breakdown of payments made since the beginning of the group, including advance payments for bids or administration fees or related to other events, and respective credit amortization percentages, total value related to the administration fee, and other values due, referring to the status of the consortium member on the date of the last ordinary general assembly.

VIII - table containing the breakdown of payments made by the consortium member referring, at minimum, to the period related to the last three ordinary general assemblies, including advance payments for bids or administration fees, and respective credit amortization percentages, total value concerning the administration fee, and other values due; and (Amended by Resolution BCB No. 362, of 12/14/2023.)

Sole paragraph. The documents referred to in the caput must be sent by physical or electronic means according to the form and channel chosen by the consortium member among the options made available by the consortium administrator.

Sole paragraph. (Revoked by Resolution BCB No. 362, of 12/14/2023.)

IX - breakdown of installments in arrears, if any, containing due dates and value, as well as the respective consequences of non-compliance with financial obligations, especially the characterization of the provision in art. 32. (Included by Resolution BCB No. 362, of 12/14/2023.)

§ 1º The documents referred to in the caput must be sent by physical or electronic means according to the form and channel chosen by the consortium member among the options made available by the consortium administrator. (Included by Resolution BCB No. 362, of 12/14/2023.)

§ 2º The information referred to in item VIII covering the period between the beginning of the group and the date of consultation by the consortium member must be made available to the consortium member on the consortium administrator's website on the internet. (Included by Resolution BCB No. 362, of 12/14/2023.)

CHAPTER XIII
GENERAL PROVISIONS

Art. 50. Consortium groups constituted by associations and non-profit civil entities can only be composed of effective members of their social body, in accordance with their bylaws.

Art. 51. The consortium administrator must keep the registration information of consortium members up to date, including excluded consortium members, especially address, phone number, and data related to the deposit account or payment account owned by them, if they have one, as well as the corresponding Pix key for these accounts, if any, for the purposes provided for in this Resolution.

Art. 52. Saturdays, Sundays, and national holidays, as well as state and municipal holidays in the locality where the consortium groups are constituted, are considered non-business days for the purpose of counting the deadlines provided for in the regulation of consortium operations governed by this Resolution.

Art. 53. In the offering of bids with resources from the Severance Indemnity Fund (FGTS), the provisions issued by the FGTS Board of Trustees and by Caixa Econômica Federal, as the operating agent of the FGTS, or by other entities with legal competence to regulate matters related to the FGTS, must be observed.

Art. 54. The consortium administrator must prepare and send to the Central Bank of Brazil information about consortium operations, in the form, content, and scope defined in current regulation.

Art. 55. The consortium administrator must indicate a director responsible for compliance with the provisions of this Resolution.

CHAPTER XIV
FINAL PROVISIONS

Art. 56. The provisions of this Resolution apply to consortium groups constituted from the date of entry into force of this Resolution.

Art. 57. As a transition rule, consortium groups constituted prior to the date of entry into force of this Resolution remain governed by the rules in force until that date until their closure, except for arts. 14, 25, 36, 44, 49, 51, and 53 to 55 of this Resolution, which must also be applied to groups in progress on that date.

Art. 57. As a transition rule, consortium groups constituted before the date of entry into force of this Resolution remain governed by the rules in force until that date until their closure, except for the provisions in arts. 14, 25-A, 25-B, 36, 44, 49, 51, and 53 to 55 of this Resolution, which must also be applied to groups in progress on that date. (Amended by Resolution BCB No. 362, of 12/14/2023.)

Art. 58. The following are revoked:

I - Circular No. 2,381, of November 18, 1993;

II - Circular No. 3,023, of January 11, 2001;

III - Circular No. 3,394, of July 9, 2008;

IV - Circular No. 3,432, of February 3, 2009;

V - Circular No. 3,524, of February 3, 2011;

VI - Circular No. 3,558, of September 16, 2011;

VII - Circular No. 3,618, of December 13, 2012;

VIII - Circular No. 3,785, of February 4, 2016;

IX - Circular No. 3,936, of April 4, 2019;

X - Circular No. 4,009, of April 28, 2020;

XI - Circular Letter No. 3,671, of September 22, 2014; and

XII - Circular Letter No. 3,776, of July 22, 2016.

Art. 59. This Resolution enters into force on January 1, 2024.

Art. 59. This Resolution enters into force on July 1, 2024. (Amended by Resolution BCB No. 362, of 12/14/2023.)

Otávio Ribeiro Damaso
Director of Regulation