Circular No. 3182 — Procedures for Authorization to Operate, Transfer of Corporate Control, Corporate Reorganization, and Cancellation of Authorization for Microentrepreneur Credit Societies

CIRCULAR NO. 003182

Dispenses with the procedures for authorization to operate, transfer of corporate control, corporate reorganization, and cancellation of authorization to operate for microentrepreneur credit societies, as well as for the installation of microentrepreneur service posts.

The Collegiate Board of the Central Bank of Brazil, in a session held on March 6, 2003, based on Art. 10 of Resolution 2,874, of July 26, 2001,

D E C I D E D:

Art. 1. Interested parties seeking authorization to operate, transfer of corporate control, and corporate reorganization of microentrepreneur credit societies must:

I - file a request with the Central Bank of Brazil directed to the component of the Department of Organization of the Financial System (Deorf) in the jurisdiction of the institution's headquarters;

II - present, when requested, the characteristics of the project in a meeting to be held at the Central Bank of Brazil;

III - demonstrate that direct and indirect controllers have economic-financial capacity compatible with the undertaking, by presenting, at a minimum, balance sheets and/or copies of income tax returns;

IV - prove the origin and respective financial movement of the resources used in the undertaking by the controllers;

V - present a declaration, signed by the controllers, regarding the non-existence of restrictions that may affect their reputation, in the form of Annex I;

VI - expressly authorize:

a) the Federal Revenue Secretariat to provide the Central Bank of Brazil with a copy of the income, assets and rights, and debts and real burdens declaration, relating to the last three fiscal years, for exclusive use in the respective authorization process, in the form of Annex II;

b) the Central Bank of Brazil to access information about them contained in any public or private registration and information system, in the form of Annex III.

On Authorization to Operate

Art. 2. The requirements for the examination of requests for authorization to operate for microentrepreneur credit societies are:

I - execution of the corporate act of constitution, in accordance with the law;

II - full payment and remittance to the Central Bank of Brazil, in accordance with Law 4,595, of December 31, 1964, of the share capital in an amount equivalent to at least the value of the minimum capital and net equity established for the institution, in accordance with current regulations;

III - election/appointment of the members of the statutory bodies, in accordance with current regulations.

On Transfer of Corporate Control and Corporate Reorganization

Art. 3. The transfer of corporate control and corporate reorganization of microentrepreneur credit societies must be notified to the Central Bank of Brazil within fifteen days from the date of the respective act, deliberation, or event (purchase and sale contract, deed of donation, inventory and distribution deed, usufruct contract, or other legal form), and their requests must be filed with a justified explanation for the operation.

Sole Paragraph. The provisions of this article also apply to any direct or indirect change in the control group that may imply alteration in the effective interference in the business of the 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;

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

On Cancellation of Authorization to Operate

Art. 4. The requirements for the cancellation, upon request, of the authorization to operate for microentrepreneur credit societies are:

I - execution of a corporate act of extinction or change of corporate purpose that disqualifies the institution as an entity integrated into the financial system;

II - documentation of the process within thirty days from the date of the execution of the corporate act.

General Provisions

Art. 5. For the purpose of evaluating processes involving the assumption of corporate control of a microentrepreneur credit society referred to in Art. 3 of Resolution 2,874, of July 26, 2001, the controlling proposer must additionally present a certificate of qualification as a Civil Society Organization of Public Interest - OSCIP.

Sole Paragraph. Proof of economic-financial capacity is waived in the cases referred to in this article.

Art. 6. It is prohibited for microentrepreneur credit societies, whose corporate control is held by an OSCIP, to transform into another type of financial institution or institution authorized to operate by the Central Bank of Brazil.

Art. 7. Microentrepreneur credit societies are exempt from the obligation to hire independent audit as provided in Resolution 2,267, of March 29, 1996.

Art. 8. The installation, address change, and closure of a Microcredit Service Post (PAM), defined by Art. 8 of Resolution 2,874, of 2001, must, within the period established therein, be registered in the Information System on Entities of Interest to the Central Bank of Brazil - Unicad, in accordance with Circular-Circular 3,066, of December 13, 2002, within the period established therein, by providing the following information:

I - name, sequential code, and check digit of the National Registry of Legal Entities (CNPJ) of the institution, or, if applicable, of the branch to which the post is linked;

II - location (street, neighborhood, municipality, ZIP code, and state) or, in the case of a mobile post, the region to be served;

III - date of occurrence.

On Documentation of Processes

Art. 9. Processes must be documented, as appropriate, by presenting the documents or information indicated below, contained in Annex V:

I - operation of a new institution: documents nos. 1 to 14, 18, and 20;

II - transfer of corporate control: documents nos. 1 to 7, 13, 14, 17, 18, and 20, plus documents nos. 9 and 10 in the case of limited liability quota companies;

III - merger, spin-off, and incorporation: documents nos. 1, 7, 8, 10, 15, 16, and 20;

IV - cancellation of authorization to operate: documents nos. 1, 8 to 10, and 19.

Final Provisions

Art. 10. Deorf is authorized to request, during the analysis of processes covered by this circular, any additional documents and/or information deemed necessary for the decision regarding the claim.

Art. 11. The provisions of Circulars 3,076, of January 7, 2002, and 2,502, of October 26, 1994, apply to processes filed with the Central Bank of Brazil prior to the effective date of this circular.

Art. 12. This circular enters into force on the date of its publication.

Art. 13. Circular 3,076, of January 7, 2002, is hereby revoked.

Brasília, March 6, 2003

Sérgio Darcy da Silva Alves
Director

Annex I to Circular 3,182, of March 6, 2003
MODEL OF DECLARATION OF NON-EXISTENCE OF RESTRICTIONS

The undersigned subscribers, in their capacity as controlling shareholders/partners of (indicate the corporate name of the institution), declare to the Central Bank of Brazil that there are no restrictions that may affect their respective reputations, as well as that:

a) they are not prohibited by special law, nor convicted of bankruptcy crime, tax evasion, prevarication, active or passive corruption, extortion, embezzlement, against the popular economy, public faith, property, or the National Financial System (SFN), or sentenced to a criminal penalty that bars access to public office;

b) they are not declared ineligible for administrative positions in the institutions referred to in Art. 1 of the Regulation annexed to Resolution 3,040, of November 28, 2002, or in other institutions subject to authorization, control, and supervision by direct and indirect public administration bodies or entities, including complementary pension entities, insurance companies, capitalization societies, and publicly held companies;

c) they do not answer, nor any company of which they are controllers or administrators, for pending issues related to protest of bills, judicial collections, issuance of bad checks, and default on other obligations;

d) they are not declared bankrupt or insolvent, nor have they participated in the administration or had control of a partnership or society in bankruptcy or insolvency.

Place and date

Names, CPF, and signatures of controllers

Annex II to Circular 3,182, of March 6, 2003
MODEL OF AUTHORIZATION

The undersigned, pursuant to Art. 1, item VI, letter "a", of Circular 3,182, of March 6, 2003, authorizes the Federal Revenue Secretariat to provide the Central Bank of Brazil with a copy of their income, assets and rights, and debts and real burdens declaration, relating to the last three fiscal years, for exclusive use in the examination of the process of (specify the request).

Place and date

Name, CPF, and signature of the controller

Annex III to Circular 3,182, of March 6, 2003
MODEL OF AUTHORIZATION

The undersigned, pursuant to Art. 1, item VI, letter "b", of Circular 3,182, of March 6, 2003, authorizes the Central Bank of Brazil to access information about them contained in any public or private registration and information system.

Place and date

Name, CPF, and signature of the controller

Annex IV to Circular 3,182, of March 6, 2003
MODEL OF RESPONSIBILITY DECLARATION

(indicate the corporate name of the institution and the registration number in the National Registry of Legal Entities - CNPJ)

The undersigned, in their capacity as controlling shareholders/partners and administrators of (indicate the corporate name of the institution), for the purpose of documenting the process for cancellation of the authorization to operate, before the Central Bank of Brazil,

DECLARE, for all legal purposes and under the penalties of the law, that:

I - according to .......... (indicate act and date), the shareholders/partners of this society deliberated (fill in according to options below):

a) to amend the bylaws/articles of association of the institution, modifying its corporate purpose, which shall become (indicate the new corporate purpose), as well as its corporate name to (indicate the new name), for which reason the society will cease to act as an entity integrated into the National Financial System (SFN);

b) to extinguish the society;

II - they are aware of the obligation to keep in good custody all documentation related to the typical operations of an institution subject to authorization by the Central Bank of Brazil to operate and carried out by this society, until they prescribe or lapse the actions that may relate to them (Art. 1,194 of Law 10,406, of January 10, 2002);

III - they commit to:

a) provide the Central Bank of Brazil, when requested within the prescriptive or decadential period referred to in item II, all and any documentation related to the typical operations of an institution subject to authorization by that Autarchy to operate, so as not to hinder the exercise of the legal attributes of the supervisory authority of the SFN;

b) inform the Central Bank of Brazil of any change of address or name of this society, mentioning the number of the respective process for cancellation of the authorization to operate (in the case of letter "a" of item I);

c) include in agreements for transfer of corporate control the assumption, by the new controllers, of the obligations contained in items II and III (in the case of letter "a" of item I);

IV - the custody of the documentation cited in item II (in the case of letter "b" of item I) will be the responsibility of .................. (fill in according to letters "a" and "b" below):

a) Mr......................(name, Individual Taxpayer Registry number - CPF, qualification, and address)

b) the ................ (indicate the corporate name and the registration number in the CNPJ of the non-financial company resulting from a merger, total spin-off, or incorporation);

V - they assume full responsibility for compliance with the obligations provided in this document, as well as for the truthfulness of the declarations made, with the Central Bank of Brazil, from now on, authorized to make, within the limits of the law, in court or out of court, the use it deems appropriate.

Place and date

Names, CPF, and signatures of controllers and administrators

Annex V to Circular 3,182, of March 6, 2003
LIST OF DOCUMENTS AND INFORMATION NECESSARY FOR THE DOCUMENTATION OF THE PROCESS

1 - formal request formalizing the request for authorization for the intended operation, signed by controllers, their legal representatives, in the case of societies in formation, or by administrators whose representativeness is recognized by the bylaws, articles of association, or equivalent document of the institution in operation;

2 - original authorization to the Federal Revenue Secretariat, for the provision to the Central Bank of Brazil of a copy of the income, assets and rights, and debts and real burdens declaration, relating to the last three fiscal years, of the controllers, for exclusive use in the analysis of the requests presented, in the form of Annex II;

3 - authorization to the Central Bank of Brazil to access information about the controllers in any public or private registration and information system, for exclusive use in the analysis of the requests presented, in the form of Annex III;

4 - declaration of non-existence of restrictions, in the form of Annex I;

5 - copy of the balance sheet of the last fiscal year of the controlling legal entities - except when it is an institution authorized to operate by the Central Bank of Brazil;

6 - copy of the income, assets and rights, and debts and real burdens declaration, of the natural person controllers, direct or indirect, of the institution, contained in the last income tax return forwarded to the Federal Revenue Secretariat;

7 - when applicable, organizational chart with the identification of all companies in the group and CNPJ registration number;

8 - proof of publication of the call for general assembly, in accordance with the law, if applicable;

9 - two original copies of the corporate acts that deliberated on the subject;

10 - four original copies of the articles of association or bylaws, as applicable;

11 - subscription list, in regulatory form;

12 - proof of remittance to the Central Bank of Brazil of the amounts related to the paid-up capital;

13 - when applicable, copy of the shareholders'/partners' agreement involving all levels of corporate participation, which must contain a clause of precedence over any other not submitted to the approval of the Central Bank of Brazil;

14 - proof of the origin of the resources used by all controllers to meet the undertaking;

15 - two original copies of the corporate acts of the involved institutions that deliberated on the merger/spin-off/incorporation and the appointment of experts for the evaluation of the assets, in accordance with the law;

16 - two original copies of the Protocol and Justification and the reports of the appointed experts, if they have not been transcribed in the corporate acts, and one copy of the balance sheet/balance statement at the base date, accompanied by the respective external audit report;

17 - purchase and sale contract, or equivalent instrument, which must contain a clause stipulating that the completion of the business is conditioned upon approval by the Central Bank of Brazil;

18 - when applicable, copy of the usufruct contract relating to the corporate participations of the controllers involving all levels of corporate participation;

19 - responsibility declaration, in the form of Annex IV;

20 - map of the capital composition of the institution and the legal entities participating in it, in accordance with current regulations.