BCB Resolution No. 376 — Regulates the Registry of Resolution Regime Responsible Parties (Caresp) and the appointment of receivers and liquidators under Law No. 6,024/1974 and Board Members under Decree-Law No. 2,321/1987

Resolution No. 376

BCB RESOLUTION NO. 376, OF APRIL 30, 2024

Regulates the Registry of Resolution Regime Responsible Parties (Caresp) and the appointment of receivers and liquidators governed by Law No. 6,024, of March 13, 1974, and of members of the board of directors governed by Decree-Law No. 2,321, of February 25, 1987, and revokes Ordinance No. 94,854, of September 13, 2017.

The Collegiate Board of the Central Bank of Brazil, in a session held on April 30, 2024, based on the provisions of Articles 5 and 16 of Law No. 6,024, of March 13, 1974, Articles 3 and 8 of Decree-Law No. 2,321, of February 25, 1987, and Article 8 of Law No. 9,447, of March 14, 1997,

RESOLVES:

CHAPTER I
OBJECT AND SCOPE OF APPLICATION

Art. 1 This Resolution regulates the Registry of Resolution Regime Responsible Parties (Caresp) and the appointment of receivers and liquidators of institutions supervised by the Central Bank of Brazil subject to the regimes governed by Law No. 6,024, of March 13, 1974, and of members of the board of directors of an institution subject to a temporary special administration regime, in accordance with Decree-Law No. 2,321, of February 25, 1987.

Art. 2 The Caresp is intended for the registration of information from natural or legal persons who express interest in exercising the duties referred to in Art. 1 and who meet the requirements established in this Resolution and in other normative acts dealing with the subject.

§ 1 The registration of the inscription does not imply certification of the suitability or qualification of the registered person, nor does it presume the right to appointment for the exercise of the duty.

§ 2 There shall be no order of classification or seniority among the registered persons.

Art. 3 The Caresp shall be managed by the Department of Resolution and Sanctioning Action (Derad), with the following responsibilities:

I - to publish the instructions, procedures, and documents necessary for registration in the Caresp;

II - to publish the criteria to be observed for the indication and exclusion of registered persons in the Caresp;

III - to examine registration requests from interested parties and to exclude, at any time, the name of persons registered in the Caresp, if circumstances implying non-compliance with registration conditions are found.

CHAPTER II
APPOINTMENT OF THE RECEIVER, LIQUIDATOR, OR BOARD MEMBER

Art. 4 When it is necessary to appoint a receiver, a liquidator, or a member of the board of directors, the Derad shall forward to the competent authority for appointment a list containing the first ten classified persons registered in the Caresp to act in the relevant geographic area, according to availability and compatibility with the specific case.

§ 1 In the event of a tie among candidates that exceeds the number provided in the main text, all tied candidates shall have their names included in the list.

§ 2 The competent authority for appointment may request the Derad to send a list with a larger number of classified persons and with the waiver of the requirement for the intended geographic area of operation.

Art. 5 The conditions for the appointment of natural persons to exercise the duties referred to in Art. 1, which must be maintained throughout the entire period of exercise, are:

I - to have a degree from a higher education course provided by an educational institution recognized by the Ministry of Education;

II - to have technical knowledge;

III - to have professional experience compatible with the duties of the position;

IV - to have an impeccable reputation;

V - not be prohibited by law or by a penalty that bars, even temporarily, access to public offices;

VI - not be declared ineligible or suspended from exercising the position of administrator or member of a statutory or contractual body in:

a) financial institutions or other institutions authorized to operate by the Central Bank of Brazil;

b) entities subject to the supervision of the Superintendence of Private Insurance and the National Superintendence of Complementary Pension;

c) publicly held companies or other entities subject to the supervision of the Securities and Exchange Commission;

VII - not be subject to, nor any company controlled by them, to protest of bills, judicial collections, issuance of bad checks, default on obligations, and other analogous occurrences or circumstances;

VIII - not be declared bankrupt or insolvent; and

IX - not have controlled or administered, in the two years preceding the appointment, a company subject to a declaration of insolvency, extrajudicial liquidation, bankruptcy, or judicial reorganization, except in the capacity of receiver, liquidator, member of the board of directors of a temporary special administration regime, or judicial administrator.

Art. 6 The conditions for the appointment of legal persons to exercise the duties referred to in Art. 1, which must be maintained throughout the entire period of exercise, are:

I - the designation of a technical responsible person for the exercise of the duty referred to in Art. 1;

II - the requirements set forth in items VI, VII, and VIII of Art. 5;

III - compliance by the technical responsible person and the administrators of the legal person with the requirements set forth in Art. 5, insofar as applicable; and

IV - compliance by the shareholders or partners who make up the controlling group of the legal person with the requirements set forth in items III to VIII of Art. 5, considered as the person or group of persons linked by a voting agreement or under common control, who hold partner rights corresponding to the majority of the voting capital of a publicly held company or to 75% (seventy-five percent) of the social capital of a limited liability company.

Sole Paragraph. In cases where the control of the company is not identifiable in the manner of item IV of the main text, due to its legal nature, the Derad may waive compliance with the requirements provided therein.

Art. 7 Once chosen by the competent authority for appointment, the Derad shall notify the indicated person, through the provided contact, so that they promptly manifest their availability for the duty.

§ 1 The indicated person shall be informed about the institution to be subject to the resolution regime, the type of resolution regime to which it will be subject, its general characteristics, and the remuneration to be fixed.

§ 2 If the indicated person cannot be found or does not promptly manifest their availability, the competent authority for appointment shall choose another registered person, in accordance with Art. 4.

Art. 8 The indicated person must sign a declaration of absence of ties with the institution, according to the model defined in a normative act by the Derad.

Sole Paragraph. In the case where the indicated person is a legal person, its administrators, shareholders, or partners holding more than 15% (fifteen percent) of the social capital, and the technical responsible person must also sign a declaration of absence of ties.

CHAPTER III
GENERAL PROVISIONS

Art. 9 The exercise of the duties referred to in Art. 1 does not constitute holding a public office nor generates an employment bond with the Central Bank of Brazil or with the institution in which the duty will be exercised.

Art. 10 The appointment shall have no effect if the decree of the regime for which the interested party was appointed is not concretized, and reimbursement of any expenses incurred by the indicated person shall not be due.

Art. 11 The competent authority for appointment, considering the circumstances of each specific case and the context of the facts and aiming at the protection of the public interest, may exceptionally and motivatedly waive compliance with the conditions established in Arts. 5 and 6 for the exercise of the duties referred to in Art. 1.

Art. 12 Ordinance No. 94,854, of September 13, 2017, is hereby revoked.

Art. 13 This Resolution enters into force on June 3, 2024.

RENATO DIAS DE BRITO GOMES
Director of Organization of the Financial System and Resolution