Resolution No. 81

BCB RESOLUTION

NO. 81, OF MARCH 25, 2021

Regulates the authorization processes related to the operation of payment institutions and the provision of payment services by other institutions authorized to operate by the Central Bank of Brazil.

The Collegiate Board of the Central Bank of Brazil, in a session held on March 25, 2021, based on the provisions of Arts. 6, §§ 1 and 4, and 9 of Law No. 12,865, of October 9, 2013, and considering the provisions of Resolution No. 4,282 of November 4, 2013,

R E S O L V E:

CHAPTER I

OF THE OBJECT AND SCOPE OF APPLICATION

Art. 1. This Resolution regulates the authorization processes related to the operation of payment institutions and the provision of payment services by other institutions authorized to operate by the Central Bank of Brazil.

CHAPTER II

OF THE REQUIREMENTS

Art. 2. The requirements for the authorizations referred to in Art. 1 are:

I - economic-financial capacity of the controllers, individually or jointly, compatible with the capital necessary for the structuring and operation of the institution, as well as for contingencies arising from market dynamics;

II - lawful origin of the resources used in the full payment of share capital, in the acquisition of control and qualified participation;

III - sustainability of the business model of the enterprise;

IV - compatibility of the information technology infrastructure with the complexity and risks of the business;

V - compatibility of the corporate governance structure with the complexity and risks of the business;

VI - unblemished reputation of the administrators, controllers, and holders of qualified participation, in the case of natural persons;

VII - knowledge, by the administration of the legal entity interested in the authorization, of the business sector, the segment in which the institution intends to operate, market dynamics, sources of operational resources, management of activities and associated risks;

VIII - technical qualification of the administrators, compatible with the functions to be exercised during the term of office; (Amended by BCB Resolution No. 495, of 5/9/2025.)

IX - compliance with the minimum capital and equity requirements provided for in the current regulation; and (Amended by BCB Resolution No. 495, of 5/9/2025.)

X - information on the address of the physical premises of the institution's headquarters. (Included by BCB Resolution No. 495, of 5/9/2025.)

§ 1. For the purposes of the provisions of items VI, VII, and VIII of the caput, administration comprises the directors and the members of the board of directors, if any.

§ 2. In proving the requirement referred to in item I of the caput, the Central Bank of Brazil may consider, subsidiarily, the net equity of the legal entity interested in the authorization, the recurring profit achieved in the last five years, and other situations at the discretion of this agency.

§ 3. The legal entity interested in the authorization must prepare and keep available to the Central Bank of Brazil an updated business plan, covering all modalities of payment services to be provided, demonstrating compliance with the requirements referred to in items III to V of the caput.

§ 4. The Central Bank of Brazil may require, before or after the issuance of the authorizations regulated by this Resolution, the presentation, in whole or in part, of the business plan referred to in § 3.

§ 5. In proving the requirements referred to in the caput, the Central Bank of Brazil may require technical certification or evaluation issued by a qualified independent company. (Amended by BCB Resolution No. 495, of 5/9/2025.)

§ 6. The address referred to in item X of the caput must be of effective and exclusive use by the payment institution, and the indication of a coworking address, virtual office, or other shared space as the institution's headquarters is prohibited, except in the case of institutions that are part of the same conglomerate. (Included by BCB Resolution No. 495, of 5/9/2025.)

§ 7. Payment institutions that were already authorized to operate by the Central Bank of Brazil on September 5, 2025, must comply with the provisions of item X of the caput, observed § 6. (Included by BCB Resolution No. 495, of 5/9/2025.)

CHAPTER III

OF THE AUTHORIZATIONS

Art. 3. The following depend on authorization from the Central Bank of Brazil:

I - the operation of the payment institution, conditioned on compliance with the requirements provided in Art. 2;

II - the provision of payment services by other institutions authorized to operate by the Central Bank of Brazil, conditioned on compliance with the requirements provided in items III, IV, V, and IX of Art. 2;

III - the activity of a payment transaction initiator institution in a new modality of payment service, conditioned on compliance with the requirements provided in items III, VII, and IX of Art. 2;

IV - the transfer or alteration of control in a payment institution, conditioned on compliance with the requirements provided in items I, II, and VI of Art. 2 and other conditions of Chapter VI, as well as the requirement provided in item III of Art. 2 in cases of change in strategic or operational nature;

V - the merger, spin-off, or incorporation of a payment institution, conditioned on compliance with the requirements provided in items III and IX of Art. 2;

VI - the corporate transformation of a payment institution;

VII - the election or appointment of persons to administrative positions in a payment institution, conditioned on compliance with the requirements provided in items VI and VIII of Art. 2 and other conditions of Chapter VI;

VIII - the alteration of the share capital value of a payment institution, conditioned on compliance with the requirement provided in item II of Art. 2, in case of increase, or the requirements provided in items III and IX of Art. 2, in case of reduction of capital;

IX - the change of the social name of the payment institution;

X - the cancellation of the authorization for operation resulting from dissolution or change of corporate object that results in the institution no longer being characterized as a payment institution; and

XI - the cancellation of the authorization for the provision of payment services by other institutions authorized to operate by the Central Bank of Brazil.

Sole Paragraph. The authorization for operation referred to in item I of the caput is conditioned on the approval, by the Central Bank of Brazil, of the names of the administrators with mandates in force, in accordance with Chapter VI, as well as on compliance with the conditions established in Art. 11 by the controllers and holders of qualified participation.

Art. 4. The Central Bank of Brazil will publish the procedures, documents, and information required in the authorization processes provided for in Art. 3, as well as the respective deadlines, considering compliance with the requirements established in Art. 2 related to each specific authorization process.

Art. 5. The Central Bank of Brazil, before or after the issuance of the authorizations provided for in Art. 3, may:

I - require additional documents and information; and

II - summon for an interview the members of the control group, the holders of qualified participation, and the administrators.

CHAPTER IV

OF CORPORATE CONTROL AND QUALIFIED PARTICIPATION

Art. 6. For the purposes of this Resolution, it is understood as:

I - controller: person who, individually or jointly with other members of a control group of which they are part, holds partner rights corresponding to the majority of the voting capital of a joint-stock company or to 75% (seventy-five percent) of the share capital of a limited liability company:

a) in the case of a natural person, directly or indirectly; or

b) in the case of a legal entity, directly or, if indirectly, provided that it appears at the last level of the branches of the control chain of the payment institution and its controllers are not identifiable in the manner provided for in this item;

II - control group: group of people linked by a voting agreement or under common control who assume the condition of controller of the payment institution, directly or indirectly;

III - holder of qualified participation: natural or legal person, not a controller of the payment institution, or investment fund that holds: (Amended, effective 1/4/2022, by BCB Resolution No. 205, of 3/22/2022.)

a) direct participation equivalent to 15% (fifteen percent) or more of the voting capital of the payment institution;

b) direct participation equivalent to 10% (ten percent) or more of the total capital of the payment institution, when this capital does not consist entirely of voting capital;

c) control of a legal entity holding the participation provided for in item "a" or item "b"; or

d) participation in the capital of a legal entity controlling the payment institution, in the percentage provided for in item "a" or the percentage provided for in item "b".

§ 1. It is considered at the last level of the branch of the control chain of the payment institution, in cases of direct or indirect participation, the financial institution or similar entity headquartered abroad responsible for the global consolidation of the financial group.

§ 2. The definitions of controller and holder of qualified participation apply to the beneficiaries of the right to vote.

§ 3. In cases where the control of the company is not identified according to the criteria mentioned in items I and II of the caput, the Central Bank of Brazil may use other elements to identify the controllers, including:

I - the majority of votes in deliberations of meetings or assemblies and the power to elect the majority of administrators; and

II - the effectiveness in conducting the business affairs.

§ 4. The Central Bank of Brazil may require the execution of a shareholders' or partners' agreement, encompassing the express definition of corporate control, direct or indirect.

§ 5. Investment funds are not admitted as controllers or members of a control group of a payment institution. (Included, effective 1/4/2022, by BCB Resolution No. 205, of 3/22/2022.)

§ 6. For the purposes of the provisions of this article, any attribution of plural voting to one or more classes of ordinary shares will be considered. (Included, effective 1/4/2022, by BCB Resolution No. 205, of 3/22/2022.)

Art. 7. The direct corporate participation that implies control of payment institutions can only be exercised by:

I - natural persons;

II - institutions authorized to operate by the Central Bank of Brazil;

III - financial institutions or similar entities headquartered abroad; or

IV - legal entities headquartered in the Country whose corporate object is exclusively the corporate participation in institutions authorized to operate by the Central Bank of Brazil.

Sole Paragraph. Participation in the control of payment institutions by non-profit persons is admitted who, on the date of entry into force of this Resolution, already participated in the control of institutions authorized to operate by the Central Bank of Brazil.

CHAPTER V

OF THE TRANSFER OR ALTERATION OF CONTROL AND CORPORATE REORGANIZATION IN A PAYMENT INSTITUTION

Art. 8. The authorization for transfer or alteration of control in a payment institution mentioned in item IV of Art. 3 covers any alteration, direct or indirect, in the control group, which may imply a change in the group of people who exercise effective management of the business of the payment institution, resulting from:

I - shareholders' or partners' agreement;

II - inheritance and acts of disposition of will, such as donation, advance of legitime, and constitution of usufruct; and

III - act, isolated or joint, of any person, natural or legal, or group of people representing a common interest.

Sole Paragraph. The provisions of the caput do not apply to transfers of corporate control to legal entities where there is no change in the group of final controllers of the institution.

CHAPTER VI

OF THE TENURE AND EXERCISE OF ADMINISTRATIVE POSITIONS AND ASSUMPTION OF THE CONDITION OF MEMBER OF THE CONTROL GROUP OR HOLDER OF QUALIFIED PARTICIPATION IN A PAYMENT INSTITUTION

Art. 9. In proving compliance with the requirement of unblemished reputation mentioned in item VI of Art. 2, the existence of the following shall be considered:

I - criminal process or police inquiry;

II - judicial or administrative process related to the National Financial System or the Brazilian Payments System;

III - process related to insolvency, liquidation, intervention, bankruptcy, or judicial reorganization;

IV - default on obligations; and

V - other situations, occurrences, or analogous circumstances.

Sole Paragraph. In the analysis of the situations and occurrences provided for in the caput, the relevance, gravity, recurrence, and circumstances of each case will be considered.

Art. 10. The proof of compliance with the requirement of technical qualification of occupants of administrative positions mentioned in item VIII of Art. 2 involves the competencies and qualifications necessary for the exercise of functions, acquired through certifications, academic training, specialized training, or professional experience, compatible with the nature, size, complexity, and risks incurred by the institution.

Sole Paragraph. The proof of technical qualification mentioned in the caput is waived in the case of an administrator with a mandate in force in the same payment institution or in another institution that is part of a financial or prudential conglomerate of which they participate, provided that previously approved by the Central Bank of Brazil, unless otherwise determined by this agency.

Art. 11. The conditions for the exercise of administrative positions and the assumption of the condition of member of the control group or holder of qualified participation in a payment institution, in addition to others required by legislation and current regulation, are:

I - to be a resident in the Country, for executive positions;

II - not to be barred by special law, nor convicted of bankruptcy crime, tax evasion, malfeasance, active or passive corruption, extortion, embezzlement, against the popular economy, public faith, property, or the National Financial System, or sentenced to a penalty that prohibits, even temporarily, access to public office;

III - not to be declared ineligible or suspended from exercising positions of fiscal councilor, administration councilor, director, or administrator in institutions authorized to operate by the Central Bank of Brazil or in complementary pension entities, insurance companies, capitalization companies, open companies, or entities subject to supervision by the Securities and Exchange Commission;

IV - not to be declared bankrupt or insolvent.

Art. 12. If the person elected or appointed to an administrative position in a payment institution is rejected by the Central Bank of Brazil, including after taking office or beginning the exercise, the institution must, within thirty days counted from the date the denial decision becomes final, carry out the election or appointment of the substitute for the unapproved person.

Sole Paragraph. The determination provided for in the caput is waived in the case where the minimum number of members for the respective administrative positions provided for in the bylaws or partnership agreement is met.

Art. 13. The temporary removal of occupants of administrative positions, determined during a sanctioning administrative process instituted in accordance with current legislation, does not exclude the removed person from the scope of prohibitions applicable to those in office.

Art. 14. The Central Bank of Brazil may determine the removal of administrators with mandates in force if circumstances pre-existing or subsequent to their election or appointment are found at any time that characterize non-compliance with the conditions provided in Arts. 9 and 11 of this Resolution.

Art. 14-A. In the case of qualified participation held by an investment fund, the provisions applicable to the natural or legal person holding qualified participation provided for in this Resolution may be extended to the investors of the investment fund who effectively hold powers for the conduct of its activity, in accordance with the terms established by the Central Bank of Brazil. (Included, effective 1/4/2022, by BCB Resolution No. 205, of 3/22/2022.)

CHAPTER VII

OF THE ARCHIVING, DENIAL, AND REVISION OF AUTHORIZATIONS

Art. 15. With regard to authorization requests referred to in this Resolution, the Central Bank of Brazil may:

I - archive, without assessing the merits of the request, when:

a) it verifies that the object or elements serving as the basis for the request were altered during the process;

b) there is non-compliance with the deadlines provided for in the current regulation;

c) it identifies that the requirements to complement the process documentation were not met within the established deadline;

d) the controllers, holders of qualified participation, or administrators fail to attend the summons by the Central Bank of Brazil for an interview; or

e) the documentation is in disagreement with the format required in the current regulation;

II - deny, if it comes to ascertain:

a) a circumstance that may affect the reputation of the administrators, controllers, or holders of qualified participation;

b) falsity or omission in the declarations and documents presented in the process documentation or discrepancy between them and the facts or data ascertained in the analysis; or

c) non-compliance with any of the requirements or conditions established in this Resolution, or failure by the interested parties to prove compliance with these requirements or conditions.

§ 1. In the cases referred to in item II of the caput, the Central Bank of Brazil, before the decision, may grant a deadline to the interested parties for manifestation.

§ 2. Payment institutions have exclusive standing to appeal decisions regarding authorization or approval requests.

Art. 16. The Central Bank of Brazil may review the approval or authorization decision, considering the relevance of the facts, based on the circumstances of each case and the public interest, if it verifies:

I - falsity or omission in the declarations and documents presented in the process documentation or discrepancy between them and the facts or data ascertained;

II - circumstances pre-existing to the decision capable of affecting the assessment regarding compliance with the requirements and conditions for approvals and authorizations; or

III - circumstances subsequent to the decision capable of characterizing, directly or indirectly, that the documents and declarations considered in the evaluation did not meet the requirements and conditions for approvals and authorizations.

§ 1. In the case of revision of the authorization for operation of the payment institution, the provisions of Art. 17 must be observed.

§ 2. In the case of transfer of control, corporate reorganization, assumption of the condition of controller or holder of qualified participation, and in the occurrence of one of the situations provided for in the caput, the Central Bank of Brazil may determine that the operation be regularized, including through its unwinding or alienation of the participation.

§ 3. In the hypotheses described in the caput, the Central Bank of Brazil must notify the institution to manifest regarding the irregularity ascertained.

§ 4. The competent registration body will be communicated of the measure adopted by the Central Bank of Brazil.

Art. 17. In the case of denial or archiving of the authorization request for operation for which no further appeal is possible, the payment institution that is already providing payment services must, within thirty days counted from the receipt of the notification of the decision by the Central Bank of Brazil: (Amended by BCB Resolution No. 495, of 5/9/2025.)

I - cease the provision of payment services; (Included by BCB Resolution No. 495, of 5/9/2025.)

II - communicate the closure of activities to its users and other interested parties, through communication and customer service channels, clearly and prominently indicating the procedures and deadlines for the return of values and settlement of operations; and (Included by BCB Resolution No. 495, of 5/9/2025.)

III - return any existing balances in the payment accounts of its users, transferring them to payment accounts or deposit accounts owned by these users, maintained in institutions authorized to operate by the Central Bank of Brazil. (Included by BCB Resolution No. 495, of 5/9/2025.)

§ 1º (Revoked by Resolution BCB No. 495, dated September 5, 2025.)

§ 2º (Revoked by Resolution BCB No. 495, dated September 5, 2025.)

§ 3º (Revoked by Resolution BCB No. 495, dated September 5, 2025.)

§ 4º (Revoked by Resolution BCB No. 495, dated September 5, 2025.)

§ 5º (Revoked by Resolution BCB No. 495, dated September 5, 2025.)

§ 6º (Revoked by Resolution BCB No. 495, dated September 5, 2025.)

CHAPTER VIII
OF THE CANCELLATION OF AUTHORIZATIONS

Art. 18. In cases of requests for cancellation of authorization provided for in items X and XI of art. 3, the institution must liquidate all obligations related to the activities specific to the payment service modality being discontinued, prior to the request.

Art. 19. The Central Bank of Brazil may cancel the operating authorization, ex officio, when one or more of the following situations are identified:

I - lack of habitual practice in the provision of payment services;

II - inability to locate the institution at the address reported to the Central Bank of Brazil;

III - interruption, for more than four months, without justification, of the submission to the Central Bank of Brazil of statements, reports, and information required by current regulations; or

IV - non-compliance with the business plan during its coverage period.

§ 1º Prior to the cancellation referred to in the main text, the Central Bank of Brazil must:

I - publish its intention to cancel the respective authorization to the public, with a view to possible presentation of objections within a period of thirty days; and

II - notify the payment institution to express its views on the intention to cancel.

§ 2º Once the cancellation referred to in this article is effected, the Central Bank of Brazil will communicate it to the competent registration body.

Art. 20. In the case of a payment institution subject to the extrajudicial liquidation regime, the cancellation of the operating authorization, ex officio, will occur upon the closure of the regime, except in the event of transfer of corporate control of the institution.

CHAPTER IX
GENERAL PROVISIONS

Art. 21. The Central Bank of Brazil, in analyzing the processes covered by this Resolution, considering the circumstances of each concrete case and the context of the facts, may exceptionally, due to duly justified public interest, dispense with compliance with conditions established for entering the control group, acquiring qualified participation, or exercising administrative positions in payment institutions.

Art. 22. The Central Bank of Brazil will publish, with a view to enabling public manifestation regarding potential objections, the following information, relating to requests of interest to the payment institution:

I - the names of persons interested in joining the control group;

II - the names of those elected or appointed to administrative positions; and

III - requests for cancellation of authorization to operate or cancellation of authorization to provide payment services in one or more modalities.

§ 1º The deadline for submitting objections to the Central Bank of Brazil by the general public resulting from the publication of the information referred to in the main text shall be fifteen days, counted from the date of publication.

§ 2º The payment institution must notify its users, through its website and premises, that it intends to file a request for cancellation of authorization to operate or cancellation of authorization to provide payment services in one or more modalities, with a minimum advance notice of thirty days from the date of said request.

Art. 23. The following operations must be communicated to the Central Bank of Brazil:

I - (Revoked, effective April 1, 2022, by Resolution BCB No. 205, dated March 22, 2022.)

II - assumption of the status of holder of qualified participation;

III - (Revoked, effective April 1, 2022, by Resolution BCB No. 205, dated March 22, 2022.)

IV - alteration of the structure of administrative positions provided for in the articles of association or social contract of the payment institution.

§ 1º In the occurrence of the situation described in item II of the main text, the Central Bank of Brazil may, within a period of sixty days from the communication, require proof of compliance with the requirements set forth in items II and VI of art. 2 and the conditions referred to in art. 11. (Wording given, effective April 1, 2022, by Resolution BCB No. 205, dated March 22, 2022.)

§ 2º Upon examining the aspects of the operation referred to in item II of the main text and finding any irregularity, the Central Bank of Brazil may determine that the operation be regularized, through its unwinding or the alienation of the qualified participation. (Wording given, effective April 1, 2022, by Resolution BCB No. 205, dated March 22, 2022.)

Art. 24. The acts covered by this Resolution may be formalized, communicated, and transmitted electronically, in the manner defined by the Central Bank of Brazil.

Art. 25. The provisions of this Resolution apply to authorization requests filed with the Central Bank of Brazil prior to the entry into force of this normative act.

Sole Paragraph. In evaluating the authorization requests referred to in the main text, the Central Bank of Brazil will consider the documentation filed prior to the entry into force of this Resolution.

CHAPTER X
FINAL PROVISIONS

Art. 26. This Resolution enters into force on May 3, 2021.

Otávio Ribeiro Damaso
Director of Regulation