Circular No. 1202 - Public Documentation Requirements for Financial Institutions under Law 6,404/76 — BCB — BR

CIRCULAR N. 001202

We communicate that the Board of Directors of the Central Bank, in a session held on this date, established that proof of publication of the documents mentioned in Art. 133 of Law n. 6,404, of 15.12.76, shall be required, except for the cases provided for in art. 294, item II, of the cited legal provision, when presenting the minutes of the respective ordinary general assembly.

The proof referred to in the previous item shall be made by means of a declaration, as provided in the Manual of Norms and Instructions (MNI), and the institution must keep archived, available at the disposal of this Central Bank, copies of the publications of the mentioned documents.
As a consequence, sections 13-10-1, 16-17-1, 18-12-1, 19-10-1, 20-9-1, 21-9-1, 24-8-1 and 27-7-1 of the MNI are amended, which shall now come into force with the wording indicated in the attached pages.

Brasília-DF, July 8, 1987

Wadico Waldir Bucchi Luiz Aranha Corrêa do Lago Director Director

TITLE : DEVELOPMENT BANKS - 13
CHAPTER: Process Instructions - 10
SECTION : Preliminary Provisions - 1

1 - Requests shall be addressed to the Central Bank Unit under whose jurisdiction the headquarters of the development bank is located, according to the following outline: (Circ. 598; Cta.-Circ. 1,096) a) qualification of the bank (name and complete address of the headquarters); (Circ. 598) b) place and date; (Circ. 598) c) reasoned exposition of the request; (Circ. 598) d) full name and position of the signatory(ies); (Circ. 598) e) declaration that the documents referred to in items I to III of art. 133 of Law n. 6,404, of 15.12.76, were published with observance of the deadlines provided for, when presenting the minutes of the respective ordinary general assembly. (Circ. 1,202) (*)

2 - For the purposes contained in the previous item, the following jurisdictions must be observed: (Cta.-Circ. 1,096)

DEORB - Brasília Regional Department of Belo Federal District Horizonte Minas Gerais Goiás

Regional Department of Belém Regional Department of Rio de Pará Janeiro Acre Rio de Janeiro Amapá Espírito Santo Amazonas Rondônia Roraima

Regional Department of Regional Department of São Paulo Fortaleza São Paulo Ceará Mato Grosso Maranhão Mato Grosso do Sul Piauí

Regional Department of Recife Regional Department of Curitiba Pernambuco Paraná Alagoas Santa Catarina Paraíba Rio Grande do Norte Fernando de Noronha

Regional Department of Regional Department of Porto Salvador Alegre Bahia Rio Grande do Sul Sergipe

3 - In the petitions dealt with in sections 7 to 11 of this chapter, all elements deemed indispensable for the examination and resolution of the request must be presented. (Circ. 598)

4 - The authorizations referred to in sections 7, 8, 10 and 11 of this chapter will automatically lose their validity if not used within a period of 180 (one hundred and eighty) days from their granting. (Circ. 598)

5 - Upon decision regarding the processes, the Central Bank shall, independently of any request, arrange: (Circ. 598) a) the release of deposits required by current legal and regulatory provisions, where applicable; (Circ. 598) b) the publication, in the Official Gazette of the Union, of the approving dispatch, where applicable; (Circ. 598) c) the direct sending to the institution of: (Circ. 598) I - letter communicating, in a succinct manner, the main acts of the process and the decisional dispatch; (Circ. 598) II - copy of minutes of general assemblies, corporate statutes and other pertinent documents, duly authenticated. (Circ. 598)

6 - It is incumbent upon the institution, subsequently, to arrange, in compliance with current legislation: (Circ. 598) a) the archiving, at the Commercial Board of the location where the corporate headquarters is situated, of the documents referred to in item II of clause "c" of the previous item; (Circ. 598) b) the publication, in full, of the certificate of this archiving in the State Official Gazette. (Circ. 598)

7 - The administrators of the requesting institutions are responsible for compliance with the respective legal provisions pertaining to the meetings held, as well as:
a) for the proportionality in the distribution of bonus shares, respecting the provisions of Law n. 6,404, of 15.12.76; (Circ. 598) b) for the fidelity of the declarations made, the Central Bank being hereby authorized to make, within legal limits and in court or out of it, the use it sees fit; (Circ. 598) c) for the regularity and perfection of the papers linked to acts referred to in the processes and whose attachment to the records is not required. (Circ. 598)

8 - The following documents referred to in clause "c" of the previous item shall be kept archived in the institution, available for eventual examination by the Central Bank: (Circ. 598) a) proofs of publications, in the official organ and in the common press, of: (Circ. 598; Circ. 1,202) (*) I - minutes of general assemblies; (Circ. 598) II - documents referred to in items I to III of art. 133 of Law n. 6,404/76; (Circ. 1,202) III - notices relating to the exercise of the right of preference; (Circ. 598) b) list of distribution of bonus shares; (Circ. 598) c) instruments of assignment of rights; (Circ. 598) d) declaration of fulfillment of requirements referred to in art. 162 of Law n. 6,404/76; (Circ. 598) e) instruments of proxy granted by shareholders; (Circ. 598) f) original subscription bulletins; (Circ. 598) g) judicial warrants relating to interdicts, estates, etc.; (Circ. 598) h) proof of publication in the State Official Gazette of the certificate of archiving issued by the Commercial Board. (Circ. 598)

9 - Observing what is contained in clauses "a" to "d" of item 1, the petition must be signed:
a) by the elected president, in the requests referred to in section 2 of this chapter; (Circ. 598) b) by a director, legal representative or proxy accredited by them, in other cases. (Circ. 598)

10 - Publications of edicts and minutes of meetings shall be made, according to the locality where the headquarters of the company is located: (Circ. 598) a) in the official organ of the Union or the State; (Circ. 598) b) in a newspaper of large circulation, edited in the locality. (Circ. 598)

11 - In the case of no newspaper edition in the locality, the publication provided for in clause "b" of the previous item shall be made in an organ of large local circulation. (Circ. 598)

TITLE : COMMERCIAL BANKS - 16
CHAPTER: Process Instructions - 17
SECTION : Preliminary Provisions - 1

1 - Requests shall be addressed to the Central Bank Unit under whose jurisdiction the headquarters of the commercial bank is located, according to the following outline: (Circ. 598; Cta.-Circ. 1,096) a) name of the bank; (Circ. 598) b) location of the headquarters or agency when the request relates to the maintenance of a deposit account; (Circ. 598) c) place and date; (Circ. 598) d) reasoned exposition of the request; (Circ. 598) e) full name and position of the signatory(ies); (Circ. 598) f) declaration that the documents referred to in items I to III of art. 133 of Law n. 6,404, of 15.12.76, were published with observance of the deadlines provided for, when presenting the minutes of the respective ordinary general assembly. (Circ. 1202) (*)

2 - For the purposes contained in the previous item, the following jurisdictions must be observed: (Cta.-Circ. 1,096)

DEORB - Brasília Regional Department of Belo Federal District Horizonte Minas Gerais Goiás

Regional Department of Belém Regional Department of Rio de Pará Janeiro Acre Rio de Janeiro Amapá Espírito Santo Amazonas Rondônia Roraima

Regional Department of Regional Department of São Paulo Fortaleza São Paulo Ceará Mato Grosso Maranhão Mato Grosso do Sul Piauí

Regional Department of Recife Regional Department of Curitiba Pernambuco Paraná Alagoas Santa Catarina Paraíba Rio Grande do Norte Fernando de Noronha

Regional Department of Regional Department of Porto Salvador Alegre Bahia Rio Grande do Sul Sergipe

3 - In the petitions dealt with in sections 25 to 32 of this chapter, all elements deemed indispensable for the examination and resolution of the request must be presented. (Circ. 598)

4 - The authorizations referred to in sections 25 to 27 and 29 to 31 will automatically lose their validity if not used within a period of 180 (one hundred and eighty) days from their granting. (Circ. 598)

8 - The following documents referred to in clause "c" of the previous item shall be kept archived in the institution, available for eventual examination by the Central Bank: (Circ. 598) a) proofs of publications, in the official organ and in the common press, of: (Circ. 598; Circ.1,202) (*) I - minutes of general assemblies; (Circ. 598) II - documents referred to in items I to III of art. 133 of Law n. 6,404/76; (Circ. 1,202) III - notices relating to the exercise of the right of preference; (Circ. 598) b) list of distribution of bonus shares; (Circ. 598) c) instruments of assignment of rights; (Circ. 598) d) declaration of fulfillment of requirements referred to in art. 162 of Law n. 6,404/76; (Circ. 598) e) instruments of proxy granted by shareholders; (Circ. 598) f) original subscription bulletins; (Circ. 598) g) judicial warrants relating to interdicts, estates, etc.; (Circ. 598) h) proof of publication in the State Official Gazette of the certificate of archiving issued by the Commercial Board. (Circ. 598)

9 - Observing what is contained in clauses "a" to "e" of item 1, the petition must be signed:
a) by the elected president, in the requests referred to in section 2 of this chapter; (Circ. 598) b) by an agency manager, when the request concerns the movement of deposit accounts; (Circ. 598) c) by a director, legal representative or employee accredited by them, in other cases. (Circ. 598)

11 - In the case of no newspaper edition in the locality, the publication provided for in clause "b" of the previous item shall be made in an organ of large local circulation. (Circ. 598)

TITLE : INVESTMENT BANKS - 18
CHAPTER: Process Instructions - 12
SECTION : Preliminary Provisions - 1

1 - Requests must be addressed to the Central Bank/Capital Market Organization Department (DEORC) or the Regional Department that has jurisdiction over the headquarters of the institution, according to the following outline: (Circ. 556; Circ. 1,202) a) qualification of the institution (name and complete address of the headquarters); (Circ. 556) b) exposition of the request; (Circ. 556) c) indication of the person responsible for withdrawing the check for release of the deposit (name, CPF and ID card number), in cases of authorization to operate and capital increase in cash; (Circ. 556) d) declaration that the documents referred to in items I to III of art. 133 of Law n. 6,404, of 15.12.76, were published, with observance of the deadlines provided for, when presenting the minutes of the respective ordinary general assembly; (Circ. 1,202) (*) e) place and date; (Circ. 556) f) full name and position of the signatories. (Circ. 556)

2 - Upon decision regarding the processes, the Central Bank must, independently of any request, arrange: (Circ. 556) a) the release of deposits required by current legal and regulatory provisions, where applicable; (Circ. 556) b) the publication, in the Official Gazette, of the approving dispatch; (Circ. 556) c) the direct sending to the institution of: (Circ. 556) I - letter communicating, in a succinct manner, the main acts of the process and the decisional dispatch; II - copy of minutes of general assemblies, corporate statutes and other pertinent documents, duly authenticated.

3 - It is incumbent upon the institution, subsequently, to arrange, in compliance with current legislation: (Circ. 556) a) the archiving, at the Commercial Board of the location where the corporate headquarters is situated, of the documents referred to in item II of clause "c" of the previous item; (Circ. 556) b) the publication, in full, of the certificate of this archiving in the state official gazette. (Circ. 556)

4 - The administrators of the requesting institutions are responsible for the fidelity of the declarations made, the Central Bank being hereby authorized to make, within legal limits and in court or out of it, the use it sees fit, as well as:
a) for compliance with legal provisions pertaining to the "quorum" for installation and deliberation of the meetings held; (Circ. 556) b) for the regularity and perfection of the papers linked to acts referred to in the processes and whose attachment to the records is not required. (Circ. 556)

5 - The following documents referred to in clause "b" of the previous item must be kept archived in the institution, available for eventual examination by the Central Bank: (Circ. 556; Circ. 1,202) a) proofs of publications, in the official organ and in the common press, of: (Circ. 556; Circ. 1,202) (*) I - minutes of general assemblies; II - documents referred to in items I to III of art. 133 of Law n. 6,404/76; III - notices relating to the exercise of the right of preference; b) list of distribution of bonus shares; (Circ. 556) c) instruments of assignment of rights; (Circ. 556) d) declaration of fulfillment of requirements referred to in art. 162 of Law n. 6,404/76; (Circ. 556) e) instruments of proxy granted by shareholders who had themselves represented in the subscription acts and in assemblies, including representatives of corporate shareholder entities; (Circ. 556) f) original subscription bulletins; (Circ. 556) g) judicial warrants relating to interdicts, estates, etc.; (Circ. 556) h) proof of publication in the State Official Gazette of the certificate of archiving issued by the Commercial Board. (Circ. 556)

6 - The petition referred to in item 1 must be signed:
a) by an elected director, in the requests referred to in 18-12-2; (Circ. 556) b) by the legal representative of the institution or its proxy, in other cases. (Circ. 556)

7 - Publication of edicts and minutes of meetings must be made, according to the locality where the headquarters of the company is located: (Circ. 556) a) in the official organ of the Union or the State; (Circ. 556) b) in a newspaper of large circulation, edited in the locality. (Circ. 556)

8 - In the case of no newspaper edition in the locality, the publication provided for in clause "b" of the previous item must be made in an organ of large local circulation. (Circ. 556)

TITLE : CREDIT, FINANCING AND INVESTMENT COMPANIES - 19
CHAPTER: Process Instructions - 10
SECTION : Preliminary Provisions - 1

6 - The petition referred to in item 1 must be signed:

a) by an elected director, in the requests referred to in 19-10-2;

b) by the legal representative of the institution or their proxy, in other cases.

7 - The publication of notices and meeting minutes must be carried out, according to the location where the company's headquarters is situated:

a) in the official organ of the Union or the State;

b) in a newspaper of large circulation, published in the locality.

8 - In the event that there is no newspaper edition in the locality, the publication provided for in item "b" of the previous item must be made in a local organ of large circulation.

TITLE: BROKER COMPANIES - 20
CHAPTER: Process Instructions for Corporations - 9
SECTION: Preliminary Provisions - 1

1 - Requests must be addressed to the Central Bank/Capital Market Organization Department (DEORC) or the Regional Department that has jurisdiction over the institution's headquarters, according to the following outline:

a) identification of the institution (name and complete address of the headquarters);

b) statement of the request;

c) indication of the person responsible for picking up the release check for the deposit (name, CPF and ID card number), in cases of authorization to operate and increase in capital in cash;

d) declaration that documents referred to in items I to III of art. 133 of Law No. 6,404 of December 15, 1976, were published, observing the prescribed deadlines, if applicable, when presenting the minutes of the respective ordinary general assembly;

e) place and date;

f) full name and position of the signatories.

2 - Upon decision regarding the processes, the Central Bank, regardless of any request, must arrange:

a) the release of deposits required by current legal and regulatory provisions, when applicable;

b) the publication, in the Official Gazette, of the approving dispatch;

c) the direct sending to the institution of:
I - a letter communicating, briefly, the main acts of the process and the decisional dispatch; II - copies of minutes of general assemblies, corporate bylaws, and other pertinent documents, duly authenticated.

3 - It is incumbent upon the institution, subsequently, to arrange, in compliance with current legislation:

a) the filing, at the Commercial Board of the location where the corporate headquarters is situated, of the documents referred to in item II of item "c" of the previous item;

b) the publication, in full, of the certificate of this filing in the State Official Gazette.

4 - The administrators of the requesting institutions are responsible for the fidelity of the declarations made, with the Central Bank hereby authorized to make, within legal limits and in court or out of it, the use it deems fit, as well as:

a) for the observance of legal provisions concerning the "quorum" for installation and deliberation of the conclaves held;

b) for the regularity and perfection of the papers linked to acts referred to in the processes and whose attachment to the records is not required.

5 - The documents referred to in item "b" of the previous item, listed below, must be kept filed at the institution, available for eventual examination by the Central Bank:

a) proof of publications, in the official organ and in the common press, of:
I - minutes of general assemblies;
II - documents referred to in items I to III of art. 133 of Law No. 6,404/76; III - notices regarding the exercise of preemptive rights;

b) list of distribution of bonus shares;

c) instruments of assignment of rights;

d) declaration of fulfillment of requirements referred to in art. 162 of Law No. 6,404/76;

e) instruments of power of attorney granted by shareholders who had themselves represented in subscription acts and in assemblies, including representatives of corporate shareholders;

f) original subscription bulletins;

g) judicial warrants relating to interdictions, estates, etc.;

h) proof of publication in the State Official Gazette of the certificate of filing issued by the Commercial Board.

6 - The petition referred to in item 1 must be signed:

a) by an elected director, in the requests referred to in 20-9-2;

b) by the legal representative of the institution or their proxy, in other cases.

7 - The publication of notices and meeting minutes must be carried out, according to the location where the institution's headquarters is situated:

a) in the official organ of the Union or the State;

b) in a newspaper of large circulation, published in the locality.

8 - In the event that there is no newspaper edition in the locality, the publication provided for in item "b" of the previous item must be made in a local organ of large circulation.

TITLE: DISTRIBUTOR COMPANIES - 21
CHAPTER: Process Instructions for Corporations - 9
SECTION: Preliminary Provisions - 1