Circular No. 3.201

CIRCULAR N. 003201 ------------------ Provides for procedures to be observed by credit cooperatives for the instruction of processes. The Collegiate Board of the Central Bank of Brazil, in a session held on 20 August 2003, based on art. 10, items IX and X, of Law 4.595, of 31 December 1964, with the renumbering given by art. 19 of Law 7.730, of 31 January 1989, in arts. 3, 4, 5, § 3, item I, 6 and 12 of Resolution 3.041, of 28 November 2002, 3 and 4 of Resolution 3.106, of 25 June 2003, and 10, 11, 15 and 35 of its annexed Regulation, D E C I D E D: Art. 1 Establish that interested parties in the constitution of credit cooperatives must, before holding the corresponding corporate act, file, in the form of art. 9 of this circular, a request containing the identification of the organizing group and the indication of a technically qualified person responsible for conducting the project with the Central Bank of Brazil, accompanied by the project referred to in art. 2 or art. 3 of the Regulation annexed to Resolution 3.106, of 25 June 2003, as the case may be. § 1 The provisions of the caput also apply to the following cases of statutory amendment, for which the project referred to in art. 2 of the Regulation annexed to Resolution 3.106, of 2003, must be submitted and duly adapted to each case: I - transformation of an existing credit cooperative into a cooperative with free admission of members; II - transformation of an existing credit cooperative into a cooperative of small business owners, micro-entrepreneurs or individual micro-entrepreneurs; III - expansion of the area of operation; IV - expansion of the admission conditions. § 2 The Department of Organization of the Financial System (Deorf) is authorized to waive the submission of the above-mentioned project, on a case-by-case basis, upon formalization of a reasoned justification, when the statutory amendment is restricted to an expansion considered, at its discretion, of little relevance, of the area of operation or of the conditions for admission of members. Art. 2 The examination of requests for authorization to operate a credit cooperative, observing the provisions of art. 5 of the Regulation annexed to Resolution 3.106, of 2003, is conditioned upon the adoption of the following measures: I - holding of the corporate act of constitution, in the form of the law, also contemplating the election of the members of the statutory bodies, in compliance with the provisions of the regulations in force; and II - payment of an amount equivalent to at least the value of the minimum capital established for the institution in the form of the regulations in force, and remittance to the Central Bank of Brazil of the paid-in amount, also respecting the other provisions of art. 27 of Law 4.595, of 31 December 1964. Art. 3 The examination of requests for authorization for statutory amendments aimed at adapting an existing credit cooperative to the modalities of cooperative with free admission of members or
cooperative of small business owners, micro-entrepreneurs or individual micro-entrepreneurs is conditioned upon: I - holding of the corporate act, in the form of the law; and II - publication of a statement of purpose by the administrators of the cooperative, as established in art. 8 of this circular. Art. 4 The examination of requests for authorization for incorporation, merger or demerger of a credit cooperative is conditioned upon the adoption of the following measures: I - submission of a reasoned justification for the operation, highlighting the aspects of a strategic, corporate and economic-financial nature; and II - holding of the pertinent corporate acts by all the companies involved. Art. 5 The examination of requests for entry into the ordinary liquidation regime is conditioned upon: I - holding of the corporate act of dissolution; and II - election of the liquidator and members of the Fiscal Council. Art. 6 It is a requirement for the cancellation, upon request, of the authorization to operate a credit cooperative, the holding of a corporate act of dissolution of the company, or of change of corporate purpose to another type of company that is not a credit cooperative. Art. 7 Central credit cooperatives must include in their internal rules the requirements and criteria adopted to admit the affiliation and proceed with the disaffiliation of singular cooperatives, as well as the strategy for enabling the affiliation of a newly constituted singular credit cooperative that does not yet meet possible requirements relating to patrimonial size and organizational structure. § 1 Central credit cooperatives must send to the Deorf component that has jurisdiction over them, by 30 April 2004, a certified copy of their internal rules containing the provisions established in this article. § 2 Any changes in the requirements and criteria addressed herein must be communicated to Deorf by sending a certified copy of the updated internal rules, within 30 days of the change. Art. 8 The declarations of purpose established in arts. 10, item IV, and 11, item II, of the Regulation annexed to Resolution 3.106, of 2003, relating, respectively, to administrators of free-admission credit cooperatives of members and of credit cooperatives of small entrepreneurs, microentrepreneurs or microentrepreneurs, must be published on two dates in the economy section or equivalent of a newspaper of large circulation, in the localities of the institution's headquarters and of the domicile of the administrators involved. § 1 The declaration must be prepared in the form of Annex IV, in the case of processes for approval of elected administrators, and in the form of Annex V, in the case of the statutory amendment processes referred to in art. 3. § 2 The publication of the declaration of purpose referred to in the caput is waived when the administrator has been previously approved by this Autarchy in a regular process containing said publication, except for any determination to
the contrary, as provided in art. 5, § 3, item I, of Resolution 3.041, of 28 November 2002. § 3 The institution must transmit the text of the declaration of purpose to the Central Bank of Brazil using the rich text format - rtf standard, via the Internet, to the electronic address copec.deorf@bcb.gov.br, immediately after the last publication, with the indication of the newspapers and the dates of publication. § 4 The deadline for the Central Bank of Brazil to receive objections from the public, as a result of the publication of the declaration of purpose, shall be fifteen days, counted from the date of the last publication. Art. 9 The processes relating to the approval of elected persons for statutory positions, as well as the other matters dealt with in this circular, must be instructed by presenting, to the Deorf component that has jurisdiction over the cooperative, the documents or information indicated below, as the case may be, contained in Annex VI, without prejudice to the other applicable provisions of the legislation and regulations in force: I - project for the constitution of a new singular credit cooperative establishing admission conditions provided for in art. 6, items I, II or III, of the Regulation annexed to Resolution 3.106, of 2003: documents 1, 2, 3, 4 and, if requested, 17 and 18; II - project for the constitution of a new singular credit cooperative establishing the admission condition provided for in art. 6, item IV or V, of the Regulation annexed to Resolution 3.106, of 2003: documents 1, 2, 3, 4, 6 and, if requested, 17 and 18; III - project for the constitution of a new central credit cooperative: documents 1, 2, 3 and 5; IV - project for statutory amendment aiming at the adaptation of an existing singular credit cooperative to the modalities of cooperative referred to in art. 6, item IV or V, of the Annex to Resolution 3.106, of 2003: documents 1, 4, 6 and, if requested, 17 and 18; V - authorization for the operation of a credit cooperative: documents 1, 7, 8, 9, 10, 11, 12, 19, 20, 21, 22 and 23; VI - merger, demerger and incorporation: documents 1, 8, 9, 13, 14, 15, 16 and, if applicable, 10, 19, 20, 21, 22 and 23; VII - statutory amendment aiming at the adaptation of an existing singular credit cooperative to the modality of cooperative referred to in art. 6, item IV or V, of the Regulation annexed to Resolution 3.106, of 2003: documents 1, 7, 8, 9 and 10; VIII - other statutory amendments: documents 1, 8, 9 and 10; IX - election of members to statutory positions: documents 7, 8, 9, 19, 20, 21, 22 and 23; X - entry into the ordinary liquidation regime: documents 1, 8 and 9; XI - cancellation, upon request, of the authorization for operation: documents 1, 8 and 9; Art. 10 In addition to the documentation specified in art. 9, credit cooperatives must include in the Information System on Entities of Interest to the Central Bank - Unicad, the information necessary for the instruction of processes in the form of Circular
3.180, of 26 February 2003. Art. 11 The information relating to the dates of taking office, resignation and termination, as well as temporary absences exceeding fifteen days, of the occupants of statutory positions of credit cooperatives must be communicated to the Central Bank of Brazil within five business days counted from the date of the event. Sole paragraph. The information referred to in this article must be recorded directly in the Unicad System, in accordance with the procedures established in the rules relating to said registry. Art. 12 It is established that Circular 3.172, of 30 December 2002, does not apply to credit cooperatives. Art. 13 This circular enters into force on the date of its publication. Art. 14 Circular 3.175, of 15 January 2003, is revoked. Brasília, 20 August 2003. Sérgio Darcy da Silva Alves Director Annex I to Circular 3.201, of 20 August 2003 MODEL DECLARATION The undersigned, having been elected to compose the (cite the statutory body) of (name of the credit cooperative), declares before the Central Bank of Brazil that: I - fulfills the conditions established in art. 2 of Resolution 3.041, of 28 November 2002, for the exercise of the position for which he was elected; II - is a member of the institution for which he was elected and fulfills the statutory requirements for membership (only for those elected to singular credit cooperatives, except liquidators); III - is a member of (cite the institution), a cooperative affiliated with (cite the central cooperative for which the candidate was elected) (only for those elected to central credit cooperatives, except liquidators); IV - does not participate in the administration, nor holds 5% or more of the capital, of other financial institutions of a non-cooperative nature; V - assumes full responsibility for the fidelity of the declarations made herein, and the Central Bank of Brazil is hereby authorized to make, within legal limits and in court or out of court, whatever use it deems appropriate. Place and date Name, individual taxpayer registration number (CPF) and signature of the elected person Annex II to Circular 3.201 of 20 August 2003 AUTHORIZATION FORM The undersigned, having been elected to serve on the (a) (state the statutory body) of (name of the credit cooperative), in accordance with the (formation/ordinary/extraordinary/joint) general meeting of (state the date of the meeting), authorizes, under the terms of art. 3, item I, of Resolution 3.041 of 28 November 2002, the Federal Revenue Secretariat to provide the Central Bank of Brazil with a copy of their Individual Income Tax Annual Adjustment Returns for the last three fiscal years, for exclusive use in the examination of the respective approval process. Place and date Name, individual taxpayer registration number (CPF) and signature of the elected person Annex III to Circular 3.201 of 20 August 2003 AUTHORIZATION FORM The undersigned, having been elected to serve on the (a) (state the statutory body) of
(name of the credit cooperative), in accordance with the (formation/ordinary/extraordinary/joint) general meeting of (state the date of the meeting), authorizes, under the terms of art. 3, item II, of Resolution 3.041 of 28 November 2002, the Central Bank of Brazil to have access to information concerning them contained in any public or private registration and information system. Place and date Name, individual taxpayer registration number (CPF) and signature of the elected person Annex IV to Circular 3.201 of 20 August 2003 STATEMENT OF PURPOSE FORM Names, identity documents and CPF of the elected persons DECLARE their intention to hold management positions at (name of the credit cooperative for which they were elected) and that they meet the conditions established in art. 2 of Resolution 3.041 of 28 November 2002. THEY CLARIFY that, under the terms of the regulations in force, any objections to this declaration must be communicated directly to the Central Bank of Brazil, at the address below, within fifteen days from the date of publication hereof, by formal means in which the authors are duly identified, accompanied by supporting documentation, it being understood that the declarants may, in accordance with the legislation in force, be entitled to inspect the respective case file. Central Bank of Brazil (Address of the component of the Department of Organization of the Financial System - Deorf to which the institution is subject) Place and date Annex V to Circular 3.201 of 20 August 2003 STATEMENT OF PURPOSE FORM The undersigned, in the capacity of managers of (name of the credit cooperative), hereby, I - D E C L A R E: a) that the Extraordinary General Meeting of (date) resolved to amend the bylaws, with a view to transforming the institution into a credit cooperative (with open membership or for small business owners, micro-entrepreneurs or micro-entrepreneurs), under the terms of the regulations in force issued by the Central Bank of Brazil, with the characteristics specified below: New corporate name: Location of headquarters: Area of operation: b) that they have no registration restrictions and enjoy an unblemished reputation and, furthermore, that they have not been and are not being held liable in judicial action or administrative proceedings before the public authorities; c) that they meet the conditions established in art. 2 of Resolution 3.041 of 28 November 2002, for the exercise of management positions. II - T H E Y C L A R I F Y that, under the terms of the regulations in force, any objections to this declaration must be communicated directly to the Central Bank of Brazil, at the address below, within fifteen days from the date of publication hereof, by formal means in which the authors are duly identified, accompanied by supporting documentation, it being understood that the declarants may, in accordance with the legislation in force, be entitled to inspect the respective case file. Banco Central do Brasil (Address of the
component of the Department of Organization of the Financial System - Deorf to which the institution is subject) Place and date: (name, CPF and position of the signatories) Annex VI to Circular 3.201, of 20 August 2003 DOCUMENTS AND INFORMATION NECESSARY FOR THE INSTRUCTION OF THE PROCESS 1 - formal request for the intended authorization, signed by the organizers of the project or elected administrators, in the case of companies in formation, or by administrators whose representativeness is recognized by the bylaws of the operating institution; 2 - indication of the person responsible for conducting the project; 3 - identification of the members of the organizing group; 4 - project referred to in art. 2 of the Regulation annexed to Resolution 3.106, of 25 June 2003; 5 - project referred to in art. 3 of the Regulation annexed to Resolution 3.106, of 2003; 6 - compliance report of the respective central credit cooperative setting out the reasons that recommend approval of the request; 7 - complete pages of the newspapers containing the publications of the statements of purpose, if applicable; 8 - complete page of a copy of the newspaper in which the notice convening the general meeting was published, if applicable; 9 - two original copies of the corporate acts that deliberated on the matter; 10 - two original copies of the bylaws; 11 - subscription list of the founding members, in the regulatory form; 12 - proof of payment to the Banco Central do Brasil of the amounts related to the paid-in capital; 13 - substantiated justification for the operation, highlighting the aspects of a strategic, corporate and economic-financial nature; 14 - two original copies of the corporate acts of the institutions involved that deliberated on the merger/acquisition/spin-off and the appointment of the members of the joint committee, in the form of the law; 15 - two original copies of the report of the joint committee referred to in art. 57 or 61, as the case may be, of Law 5.764, of 1971, if it has not been transcribed in the corporate acts; 16 - one copy of the balance sheet/balance sheet as of the base date, accompanied by the respective external audit opinion; 17 - feasibility study provided for in Item I of art. 4 of the Regulation annexed to Resolution 3.106, of 2003; 18 - documents intended to prove the possibilities of association, control, carrying out operations and providing services, accompanied by a statement from the respective central cooperative, when applicable, in accordance with art. 4, item II, of the Regulation annexed to Resolution 3.106, of 2003; 19 - declaration referred to in art. 3 of Resolution 3.041, of 2002, signed by the elected person, in the form of Annex I; 20 - authorization to the Secretariat of the Federal Revenue, in accordance with art. 3, item I, of Resolution 3.041, of 2002, in the form of Annex II; 21 - authorization to the Banco Central do Brasil, in accordance with art. 3, item II, of Resolution 3.041, of 2002, in the form of
Annex III; 22 - justified declaration signed by the credit cooperative, in the form of art. 4, § 1, of Resolution 3.041, of 2002; 23 - curriculum vitae of the elected persons.