Central Bank of Brazil Instruction Normative No. 595 of March 21, 2025

Resolution No. 222

INSTRUCTION NORMATIVE
BCB No. 595, OF MARCH 21, 2025

Publishes procedures, documents and information necessary for the processing of applications for authorization and for cancellation of authorization for the exercise of the activity of book-entry duplicate writing.

The head of the Department of Organization of the Financial System (Deorf), in the exercise of the powers conferred by arts. 23, item I, letter “a”, and 97, item V, of the Internal Regulations of the Central Bank of Brazil, annexed to Resolution BCB No. 340, of September 21, 2023, based on art. 41 of Resolution BCB No. 339, of August 24, 2023.

R E S O L V E :

CHAPTER I
OF THE OBJECT AND SCOPE OF APPLICATION

Art. 1º The procedures, documents and information necessary for the processing of applications for authorization and cancellation of authorization for the exercise of the activity of book-entry duplicate writing, which are governed by Resolution BCB No. 339, of August 24, 2023, are hereby published.

CHAPTER II
OF THE PROCESSING OF APPLICATIONS

Section I
Of General Provisions

Art. 2º Applications for authorization referred to in this Instruction Normative must be filed with the Central Bank of Brazil, addressed to the Department of Organization of the Financial System (Deorf), in accordance with current regulations, accompanied by the relevant documents and information.

Sole paragraph. For the purposes of processing the applications governed by the caput, the independence of the qualified independent company hired to carry out the assessment provided for in art. 5, item III, is understood as the non-existence of:

I - direct or indirect participations by the hiring company in the share capital of the hired company, or by the hired company in the hiring company, in a percentage that exceeds 15% (fifteen percent) of the society's net worth; and

II - a link between a member of the statutory body of the applicant entity and the hired company or a link between a member of the statutory body of the hired company and the applicant entity.

Art. 3º Entities must include in the Information System on Entities of Interest of the Central Bank (Unicad) the information necessary for the processing of applications.

Art. 4º The document models provided for in this Instruction Normative are available in the Manual of Organization of the Financial System (Sisorf), accessible through the Central Bank of Brazil's website.

Section II
Of Authorization for the Exercise of the Activity of Book-Entry Duplicate Writing

Art. 5º The application for authorization for the exercise of the activity of book-entry duplicate writing must be accompanied by the following documents and information:

I - request, in the form of model Sisorf 8.25.10.1;

II - draft of the system regulation(s) for electronic book-entry duplicate writing, observing the provisions of Chapter III of Resolution BCB No. 339, of 2023;

III - assessment, carried out by an independent qualified company, in accordance with the provisions of the Annex to this Instruction Normative, which ensures the compatibility of the electronic book-entry duplicate writing system and its regulations with the convention governed by Chapter VII of Resolution BCB No. 339, of 2023, and with current regulations;

IV - proof of compliance with the minimum capital and net worth requirements provided for in current regulations through the presentation of:

a) proof of full payment of share capital, in the case of a company constituted within the 12 months prior to the date of the authorization request;

b) copy of the entity's financial statements for the last three fiscal years, audited by an independent auditor registered with the Securities and Exchange Commission (Comissão de Valores Mobiliários), in the case of an entity that has already started its activities; and

c) updated balance sheet of the entity, signed by the accountant; and

V - declaration of success in the homologation tests governed by
Chapter VIII of Resolution BCB No. 339, of 2023, in the form of model Sisorf
8.25.20.1.

Section III
Of Cancellation of Authorization for the Exercise of the Activity of Book-Entry Duplicate Writing

Art. 6º The application for cancellation of authorization for the exercise of the activity of book-entry duplicate writing must be accompanied by the following documents and information:

I - request, in the form of model Sisorf 8.25.10.2;

II - reasoned justification, which must highlight aspects of a strategic, corporate and economic-financial nature that underpin the entity's decision;

III - proof that the entity notified its participants, through its website and other available means, regarding the intention to file the application governed by this article;

IV - proof that the following have been closed or transferred:

a) pending obligations regarding participants, book-entry duplicate registrars, book-entry duplicate registration entities, book-entry duplicate central depositories and regulatory bodies;

b) open operations related to the exercise of activities for which authorization was obtained;

c) book-entry duplicates; and

V - liability declaration, in the form of model Sisorf 8.25.20.2.

CHAPTER III
OF FINAL PROVISIONS

Art. 7º This Instruction Normative enters into force on the date of its publication.

CAROLINA PANCOTTO BOHRER

ANNEX

CONTENT OF THE ASSESSMENT OF
COMPATIBILITY OF THE SYSTEM REGULATIONS WITH THE CONVENTION AND WITH THE REGULATIONS

Art. 1º For the purposes of compliance with the provisions of art. 5, item III, an assessment carried out by an independent qualified company with competence and experience in preparing legal compliance reports, preferably in the area of financial assets related to central depositories, financial asset registrars and book-entry of securities, shall be submitted.

Art. 2º The assessment shall include a report covering the following aspects:

I - list of legal and regulatory norms related to the activity of book-entry duplicate writing that supported the assessment;

II - list of the applicant institution's documents and the system that were compared with the norms referred to in item I and with the convention referred to in Chapter VII of Resolution BCB No. 339, of 2023;

III - table that relates, for each of the obligations imposed on the applicant institution or its system by the norms referred to in item I:

a) type, number and date of issuance of the norm;

b) indication of the regulatory provision (title, chapter, section, article, item, letter, item, etc.) in which the obligation is found;

c) regulatory obligation;

d) excerpts from the applicant institution's and system's documents that attest to compliance with the regulatory obligation;

e) indication of the document and respective provision (document, section, article, item, page, etc.) in which the excerpts referred to in letter “d” are found;

f) additional information that the hired company deems pertinent to clarify the compliance referred to in letter “d”;

IV - table that relates, for each of the obligations imposed on the applicant institution or its system by the convention referred to in Chapter VII of Resolution BCB No. 339, of 2023:

a) indication of the convention provision (for example: title, chapter, section, article, item, letter, item, etc.) in which the obligation to be fulfilled is found;

b) obligation to be fulfilled;

c) excerpts from the applicant institution's and system's documents that attest to compliance with the obligation;

d) indication of the document and respective provision (document, section, article, item, page, etc.) in which the excerpts referred to in letter “c” are found;

e) additional information that the hired company deems pertinent to clarify the compliance referred to in letter “c”;

V - conclusion of the hired company regarding the compatibility of the system regulation with the convention referred to in Chapter VII of Resolution BCB No. 339, of 2023, and with the applicable regulations.

§ 1º For the purposes of compliance with items III and IV of the caput, the listing of regulatory obligations and obligations provided for in the convention imposed on the applicant institution or its system must be done with the maximum possible specificity, and for this purpose, articles, paragraphs, letters, items or sub-items may be divided into more than one obligation.

§ 2º The report referred to in the caput shall be accompanied by the working papers, related to the applicant institution and the system, that supported it.

Art. 3º The assessment report shall include:

I - the identification of the technical person responsible for the assessment activities carried out; and

II - the history of the hired company and the technical person responsible regarding competence and experience in relation to the assessment performed, indicating previous work carried out in this area, certifications, courses taken, among other documents that contribute to such proof.

Art. 4º If the report presents a reservation that does not allow the hired company to conclude that the system regulation is fully compatible with the convention referred to in Chapter VII of Resolution BCB No. 339, of 2023, or with the applicable regulations and there is a disagreement between the hired company and the applicant institution regarding the reservation, a report with the said reservation may be submitted by the applicant institution to the Central Bank of Brazil, provided that:

I - the hired company's report identifies which regulatory or convention obligations the condition of compliance was not fully satisfied for, explaining the reasons for such; and

II - the applicant institution submits a document containing its arguments regarding the reservation pointed out, clarifying the reasons that led it to maintain in its documents the aspects that, according to the hired company's reservation, are not in total compliance with the regulatory or convention obligations.

Sole paragraph. In the situation governed by the caput, the Central Bank of Brazil will evaluate the set of information and documents presented to support the decision regarding compliance or non-compliance with the provisions of art. 5, item III.

NOTE

This Instruction Normative BCB (IN BCB) aims to publish the procedures, documents and information necessary for the processing of applications for authorization and for cancellation of authorization for the exercise of the activity of book-entry duplicate writing governed by Resolution BCB No. 339, of August 24, 2023.

2. Decree No. 10.411, of June 30, 2020, regulates the carrying out of regulatory impact analysis (AIR) as a prerequisite for the issuance of normative acts. However, in its article 4, the aforementioned decree establishes the hypotheses for dispensing with the carrying out of AIR. This IN BCB falls under the hypothesis provided for in item II, as it does not bring any additional requirement to that contained in current regulations and is intended to clarify the manner of compliance with obligations defined in a hierarchically superior norm. Thus, based on item II of art. 4 of Decree No. 10.411, of 2020, I understand that the issuance of this IN BCB dispenses with the carrying out of AIR.

CAROLINA PANCOTTO BOHRER
Head of Deorf