Circular Letter No. 4,074, of July 24, 2020

Establishes procedures regarding the submission of documents and information, responses to requirements, and filing of appeals, the formalization of requirements, the communication of decisions, and other communications related to the preparation and examination of authorization processes conducted by the Department of Organization of the Financial System (Deorf), and gives other provisions.

The Head of the Department of Organization of the Financial System (Deorf), using the attribution conferred by art. 23, item I, letter “a”, of the Internal Regulations of the Central Bank of Brazil, annexed to Ordinance No. 84,287, of February 27, 2015, and taking into account the provisions of art. 40 of Law No. 9,784, of January 29, 1999,

RESOLVES:

Procedures for the preparation of requests, responses to requirements, and filing of appeals

Art. 1º Financial institutions, other institutions authorized to operate by the Central Bank of Brazil, and institutions part of the Brazilian Payments System (SPB), for the purposes of preparing authorization processes whose technical analysis is conducted by the Department of Organization of the Financial System (Deorf), must send, through the Central Bank's Digital Protocol system (Digital Protocol), available on the website of this Autarchy on the internet:

I - the documents and information provided for in the relevant regulation; and

II - the responses to requirements and the appeals filed due to the denial of requests.

Sole Paragraph. The responses to requirements and the appeals filed, referred to in item II of this article, when not accompanied by attached documents, must be sent through the Central Bank's Electronic Mail System (BC Mail) and must reference the official letter that formalized the requirement or that communicated the decision, in accordance with art. 8º, and the number of the Electronic Administrative Process (PE) established for the analysis of the request.

Art. 2º Access to the Digital Protocol must be carried out through the institutional user account registered in the Central Bank Information System (Sisbacen).

Sole Paragraph. In the case of the preparation of authorization requests for operation, access must be carried out through a natural person user account obtained by self-registration in the Registrato System - Central Bank Information Registry Statement.

Art. 3º Documents and information must be filed individually and in the order in which they are presented:

I - in the list of documents and information necessary for the preparation of processes, contained in the request model related to the type of request to be presented, referred to in Title 8 of the Manual of Organization of the Financial System (Sisorf), available for access on the Central Bank of Brazil's website on the internet;

II - in the official letter of requirements formalized by Deorf;

III - in the text of the appeal.

§ 1º Documents and information related to the same request must be associated with the request or, in the case of response to requirements or appeal, with the first document filed, by using the association functionality available in the Digital Protocol.

§ 2º In the event that the request to be presented does not have a request model established by Sisorf, the documents and information must be filed in the order in which they are presented in the relevant regulation for the type of request.

Art. 4º The sending of documents and information must be carried out by filling in the following fields on the initial screen of the Digital Protocol:

I - “Description”;

II - “Electronic Administrative Process Number - PE”, if applicable;

III - “Subject”; and

IV - “Destination”.

§ 1º In the case of initial preparation of authorization requests for operation, the “Description” field must be filled in:

I - for the request, the first document to be filed, with the components: “Institution – Type of request”; and

II - for the other documents associated with the request, filed in sequence, with the components: “Institution – Type of document – Name of the natural person (if applicable)”.

§ 2º In the case of initial preparation of other types of requests, the “Description” field must be filled in:

I - for the request, the first document to be filed, with the components: “CNPJ – Institution – Corporate Act Data – Type of request”; and

II - for the other documents associated with the request, filed in sequence, with the components: “CNPJ – Type of document – Name of the natural person (if applicable)”.

§ 3º In the presentation of a response to requirements or an appeal, the “Description” field must be filled in:

I - for the first document to be filed, with the components: “CNPJ (if applicable) – Institution – Content”; and

II - for the other associated documents, filed in sequence, with the components: “CNPJ (or, in its absence, "Institution") – Type of document – Name of the natural person (if applicable)”.

§ 4º To compose the “Description” field, referred to in this article, the institution or its representative must consider that the component:

I - “CNPJ” corresponds to the registration number (first eight digits) of the institution holding the request in the National Registry of Legal Entities (CNPJ), in the format nn.nnn.nnn;

II - “Institution” corresponds:

a) to the trade name or acronym or corporate name intended by the requesting institution, in the case of the requests referred to in § 1º of this article, with the exception of payment institutions and payment arrangement sponsors, which must observe the provision in letter “b” of this item; or

b) to the trade name or acronym or corporate name of the institution holding the request, in other cases;

III - “Corporate Act Data” corresponds, when applicable, to the acronym and date of the corporate act related to the request presented;

IV - “Type of request” corresponds to the type of authorization request presented, as specified in Section 3.4.20 of Sisorf;

V - “Content” corresponds, when applicable, to the indication that the document sent refers to a response to a requirement or an appeal;

VI - “Type of document” corresponds to the summary of the descriptive text of the documents and information necessary for the preparation of processes related in the list contained in the request model referred to in Title 8 of Sisorf, relative to the type of request to be presented, observing the provision in § 2º of art. 3º, or of the official letter of requirements formalized by Deorf or the text of the appeal, as the case may be; and

VII - “Name of the natural person” corresponds to the name of the natural person related to the document, in the case of documents and information related to members of the control group, holders of qualified participation, or persons elected or appointed to exercise a position in a corporate body.

§ 5º The “Subject” field must be filled in by selecting the option “Authorizations and Licensing for Supervised Institutions and for SPB Members”.

§ 6º The “Destination” field must be filled in by selecting the organizational component of Deorf to which the request must be presented, according to the list available in Subsection 3.4.30.12 of Sisorf.

§ 7º The examples and standards to be observed for filling in the “Description” field are contained in Annex I to this Circular Letter.

Art. 5º Processes whose preparation, including with regard to responses to formalized requirements, has been filed in an incomplete, untimely, or non-compliant manner with the required format, will be subject to archiving, considering the particularities of the concrete case.

Sole Paragraph. The provision in this article may also be applied when any of the following occurrences are identified:

I - documents and information filed in disagreement with the provisions of arts. 2º, 3º, and 4º of this Circular Letter;

II - non-sending or incorrect or incomplete sending of request models, declarations, authorizations, and registration forms, available in Sisorf;

III - absence of records or incorrect records in the Central Bank Interest Information System (Unicad);

IV - non-receipt of message sent by Deorf in the form of art. 8º, within 5 business days, counted from the date of its issuance;

V - non-sending of Statutes or Corporate Contracts files in “.rtf” format through the File Transfer System (STA);

VI - non-sending or incorrect or incomplete sending of the Capital Composition Map, through the STA; or

VII - non-sending of electronic spreadsheets with information for the analysis of the economic-financial viability of the intended undertaking.

Art. 6º Exceptionally, in requests where it is necessary to send spreadsheets or other types of files, not supported by the Digital Protocol, the person or institution must contact the Subunit of Deorf to which the institution is subject, according to the list available in Subsection 3.4.30.12 of Sisorf.

Art. 7º In case of unavailability, or any other technical problem in the Digital Protocol, the person or institution must contact the BCB ICT Service Center, by phone (61) 3414-2156 or by email suporte.ti@bcb.gov.br.

Procedures for formalization of requirements, communication of decisions, and general communications by Deorf

Art. 8º The formalization of requirements, the communication of the decision taken, and other communications related to the preparation and examination of authorization processes conducted by Deorf will be carried out through an official letter signed digitally by a competent server and sent:

I - to the requesting institution, by message from BC Mail, in the case of processes where the holder of the request is an institution authorized to operate by the Central Bank of Brazil; and

II - to the electronic address (email) of the following natural persons, with indication of the link by which it must be accessed on the Digital Protocol page, when it is the formalization of requirements:

a) of the representative of the requester, of the prospective controller(s), of the prospective holder(s) of qualified participation, of the elected or appointed person(s) for a position in a statutory or contractual body or of other natural persons, in the case of an institution requesting authorization for operation; and

b) of the persons referred to in letter “a”, of the controller(s), of the holder(s) of qualified participation, of the elected or appointed person(s) for a position in a statutory or contractual body, of the member(s) of a statutory or contractual body or of other natural persons, in the case of an institution authorized to operate by the Central Bank of Brazil.

§ 1º Communications to institutions that do not have access to BC Mail will be carried out in the manner mentioned in item II, letter “b”, of the caput of this article.

§ 2º The sending of the link referred to in item II of the caput of this article will only be carried out to the email of natural persons who have carried out self-registration in Registrato.

§ 3º The official letter referred to in the caput of this article must:

I - have as an attachment the approved statute or corporate contract, in the event that a statutory reform or contractual alteration has been deliberated; and

II - contain the list of elected or appointed persons whose names have been approved to exercise a position in a statutory or contractual body, in the case of requests related to the election or appointment of these persons.

§ 4º At the discretion of Deorf, the requirements and other communications referred to in the caput of this article may be formalized exclusively by message in BC Mail, without sending of an official letter.

General and transitional provisions

Art. 9º The transfer of members of corporate bodies must be communicated to Deorf through BC Mail, informing the data of the corresponding corporate act.

Art. 10. Circular Letter No. 4,038, of April 29, 2020, is revoked.

Art. 11. This Circular Letter enters into force on August 3, 2020.

José Reynaldo de Almeida Furlani

Annex I

Examples of Description of documents for the preparation of processes:

Below are examples of how to fill in the “Description” field of the Digital Protocol screen, for each document filed, as provided for in art. 4º of this Circular Letter, presented in the following order:

1. Authorization for the operation of a Multiple Bank;
2. Authorization for the operation of a Direct Credit Society;
3. Authorization for the operation of a Payment Institution;
4. Approval of election and statutory reform;
5. Approval of capital increase;
6. Response to requirement;
7. Filing of appeal.

Example 1:

Type of request: Authorization for the operation of a Multiple Bank

Sisorf Model 8.1.10.44: REQUEST - FAVORABLE MANIFESTATION TO THE PROPOSAL FOR THE CONSTITUTION OF AN INSTITUTION

Corporate name intended by the requesting institution: Banco ABCD S.A.

Intended trade name or acronym: Banco ABCD

Name of controller or holder of qualified participation: “José Abcd”

“Description” field of each document:

1. Request, first document to be filed:

“Banco ABCD – Authorization for operation”;
2. Other documents linked or associated with the first document, contained in the request:

a) “BANCO ABCD – Identification of controllers and holders of qualified participation”;

b) “BANCO ABCD – Draft declaration of purpose”;

c) “BANCO ABCD – Indication of corporate control form”;

d) “BANCO ABCD – Executive summary”;

e) “BANCO ABCD – Declaration – José Abcd”;

f) “BANCO ABCD – Demonstration of business knowledge – José Abcd”;

g) “BANCO ABCD – Origin of resources”;

h) “BANCO ABCD – Authorization to the Federal Revenue Service – José Abcd”;

i) “BANCO ABCD – Authorization to the Central Bank – José Abcd”;

j) “BANCO ABCD – Foreign authority”;

k) “BANCO ABCD – Registration form – José Abcd”;

l) “BANCO ABCD – Organogram”

Example 2:

Type of request: Authorization for the operation of a Direct Credit Society

Sisorf Model 8.1.10.66: REQUEST FOR AUTHORIZATION FOR THE OPERATION OF A DIRECT CREDIT SOCIETY OR A PERSON-TO-PERSON LENDING SOCIETY

Corporate name intended by the requesting institution: ABCD Sociedade de Crédito Direto S.A.

Intended trade name or acronym: ABCD SCD

Name of controller or holder of qualified participation: “José Abcd”

Name of Elected Director: “João Abc”

“Description” field of each document:

1. Request, first document to be filed:

“ABCD SCD – Authorization for operation”;
2. Other documents linked or associated with the first document, contained in the request:

a) “ABCD SCD – AGC of DD/MM/YYYY”;

b) “ABCD SCD – Subscription list”;

c) “ABCD SCD – Justified justification”;

d) “ABCD SCD – Identification of control group members and holders of qualified participation”;

e) “ABCD SCD – Registration Form - José Abcd”;

f) “ABCD SCD – Declaration – José Abcd”;

g) “ABCD SCD – Origin of resources”;

h) “ABCD SCD – Balance sheet”;

i) “ABCD SCD – IRPF - José Abcd”;

j) “ABCD SCD - Indication of corporate control form”;

k) “ABCD SCD – Authorization to the Federal Revenue Service – José Abcd”;

l) “ABCD SCD – Authorization to the Central Bank – José Abcd”;

m) “ABCD SCD – Organogram”;

n) “ABCD SCD – Foreign authority”;

o) “ABCD SCD – Information about the investment fund”;

p) “ABCD SCD – Shareholders' agreement”;

q) “ABCD SCD – Usufruct contract”;

r) “ABCD SCD – Declaration and authorizations – João Abcd”;

s) “ABCD SCD – Technical qualification declaration – João Abcd”;

t) “ABCD SCD – Curriculum – João Abcd”.

Example 3:

Type of request: Authorization for the operation of a Payment Institution

Sisorf Model - 8.13.10.15: REQUEST FOR AUTHORIZATION FOR THE OPERATION OF A PAYMENT INSTITUTION

Corporate name of the institution: “Exemplo Payment Services S.A.”

Trade name or acronym: “Exemplo IP”

CNPJ: 99.999.999/9999-99

Corporate Act: Extraordinary General Assembly of DD/MM/YYYY

Identification of control group members and holders of qualified participation: “José Abcd”, “João Xyz” and “Carlos Wyz”

Name of the administrator: “Maria Abcd”

“Description” field of each document:

1. Request, first document to be filed:

“Exemplo IP – Authorization for Operation”
2.

Other documents linked or associated with the first document, contained in the request:

a) “Exemplo IP – Justified justification”;

b) “Exemplo IP – Identification of control group members and holders of qualified participation”;

c) “Exemplo IP – Registration Form - José Abcd”;

d) “Exemplo IP – Registration Form - João Xyz”;

e) “Exemplo IP – Registration Form - Carlos Wyz”;

f) “Exemplo IP – Declaration - José Abcd”;

g) “Exemplo IP – Declaration - João Xyz”;

h) “Exemplo IP – Declaration - Carlos Wyz”;

i) “Exemplo IP – Organogram”;

j) “Exemplo IP – Indication of corporate control form”;

k) “Exemplo IP – Shareholders' agreement”;

l) “Exemplo IP – Usufruct contract”;

m) “Exemplo IP – Authorizations - José Abcd”;

n) “Exemplo IP – Authorizations - João Xyz”;

o) “Exemplo IP – Authorizations - Carlos Wyz”;

p) “Exemplo IP – Authorizations of the society ”;

q) “Exemplo IP – Controller financial statements”;

r) “Exemplo IP – IRPF - José Abcd”;

s) “Exemplo IP – IRPF - João Xyz”;

t) “Exemplo IP – IRPF - Carlos Wyz”;

u) “Exemplo IP – IP financial statements”;

v) “Exemplo IP – Foreign authority“;

w) “Exemplo IP – Corporate Statute”;

x) “Exemplo IP – EGE of DD/MM/YYYY”;

y) “Exemplo IP – Declaration and authorizations – Maria Abcd”

z) “Exemplo IP – Technical qualification declaration – Maria Abcd”;

aa) “Exemplo IP – Curriculum – Maria Abcd”;

bb) “Exemplo IP – Convocation notice”;

cc) “Exemplo IP – EGE of DD/MM/YYYY”;

dd) “Exemplo IP – Subscription list”;

ee) “Exemplo IP – bank deposit receipt”;

ff) “Exemplo IP – proof of origin of resources - José Abcd”;

gg) “Exemplo IP – proof of origin of resources - João Xyz”;

hh) “Exemplo IP – proof of origin of resources - Carlos Wyz”;

ii) “Exemplo IP – Volume of payment transactions”.

Example 4:

Type of request: Election and Statutory Reform

Sisorf Model 8.2.10.2: REQUEST FOR APPROVAL OF ELECTION AND STATUTORY REFORM IN A CREDIT COOPERATIVE

Corporate name of the Institution: “Coopexemplo - Cooperative for mutual economy and credit of employees of Exemplo S.A.”

Trade name or acronym: “Coopexemplo”

CNPJ: 99.999.999/9999-99

Corporate Act: Ordinary and Extraordinary General Assembly of DD/MM/YYYY

Name of Elected Director: “Maria Abcd”

Names of Elected Fiscal Councilors: “José Abcd”, “João Xyz” and “Carlos Wyz”

“Description” field of each document:

1. Request, first document to be filed:

“99.999.999 – Coopexemplo – OGA/EGA of DD/MM/YYYY – Election and statutory reform” 2.

Other documents linked or associated with the first document, in the order in which they are listed in the Request:

a) “99.999.999 – Declaration of Purpose”;

b) “99.999.999 – Convocation Notice”;

c) “99.999.999 – OGA/EGA of DD/MM/YYYY”;

d) “99.999.999 – Declaration and authorizations – Maria Abcd”;

e) “99.999.999 – Technical qualification declaration – Maria Abcd”;

f) “99.999.999 – Curriculum – Maria Abcd”;

g) “99.999.999 – Declaration and authorizations – José Abcd”;

h) “99.999.999 – Declaration and authorizations – João Xyz”;

i) “99.999.999 – Declaration and authorizations – Carlos Wyz”.

Example 5:

Type of request: Capital increase

Sisorf Model 8.3.10.13: REQUEST FOR APPROVAL OF CAPITAL INCREASE IN CONSORTIUM ADMINISTRATOR – JOINT STOCK COMPANY

Corporate name of the Institution: “Consórcio Exemplo Consortium Administrator S.A.”

Trade name or acronym: “Consórcio Exemplo”

CNPJ: 99.999.999/9999-99

Corporate Act: Extraordinary General Assembly of DD/MM/YYYY

“Description” field of each document:

1. Request, first document to be filed:

“99.999.999 – Consórcio Exemplo – EGE of DD/MM/YYYY – Capital Increase”
2. Other documents linked or associated with the first document, in the order in which they are listed in the Request:

a) “99.999.999 – Convocation Notice”;

b) “99.999.999 – EGE OF DD/MM/YYYY”;

c) “99.999.999 – Corporate Statute”;

d) “99.999.999 – Subscription list”;

e) “99.999.999 – Bank deposit receipt”;

f) “99.999.999 – Justified justification of the operation”.

Example 6:

In the response to requirements made by Deorf, when it is not possible via BC Mail because it is necessary to send attached documents, the “Description” field of the Digital Protocol must be filled in as follows:

Content: Response to requirements

Trade name or acronym or corporate name of the Institution: Institution XYZ

CNPJ: 99.999.999/9999-99

Declarations and Authorizations of the Elected: José Abcd

Curriculum of the Elected: José Abcd

1. First document to be filed:

“99.999.999 – Institution XYZ – Response to requirements”
2. If it is necessary to send a linked or associated document, in the order contained in the official letter of requirements:

a) “99.999.999 – Declarations and Authorizations – José Abcd”;

b) “99.999.999 - Curriculum – José Abcd”.

Example 7:

In the filing of an appeal against the denial decision to Deorf, when it is not possible via BC Mail because it is necessary to send attached documents, the “Description” field of the Digital Protocol must be filled in as follows:

Content: Appeal

Trade name or acronym or corporate name of the Institution: Institution XYZ

Declaration of the Elected: João Xyz

1. First document to be filed:

“99.999.999 – Institution XYZ – Appeal ”
2. If it is necessary to send a linked or associated document:

“99.999.999 – Declaration - João Xyz”