Circular No. 3218 — Amends provisions regarding requirements and procedures for the establishment, authorization to operate, transfer of corporate control, and corporate reorganization of financial institutions and other institutions authorized by the Central Bank of Brazil

CIRCULAR N. 003218

Amends provisions regarding the requirements and procedures for the establishment, authorization to operate, transfer of corporate control, and corporate reorganization of financial institutions and other institutions authorized to operate by the Central Bank of Brazil, as well as the exercise of positions in the statutory bodies of said institutions.

The Collegiate Board of the Central Bank of Brazil, in a session held on January 8, 2004, based on Articles 10 of Resolution 2.874, of July 26, 2001, 3 of Resolution 3.040, and 12 of Resolution 3.041, both of November 28, 2002,

D E C I D E D:

Art. 1 Alter Articles 1 and 3 and Annex II of Circular 3.172, of December 30, 2002, which shall enter into force with the following wording:

"Art. 1 Establish that the processes for homologation of names of elected or appointed individuals to exercise positions in the statutory bodies of financial institutions and other institutions authorized to operate by the Central Bank of Brazil, except credit cooperatives, must be accompanied by a request with the following documentation, as applicable, without prejudice to the other requirements provided in Resolution 3.041, of November 28, 2002, with the changes introduced by Resolution 3.141, of November 27, 2003:

......

II - two original copies of the minutes of the general assembly or the board of directors meeting;

......

IV - two original copies of the instrument of contractual amendment;

V - two original copies of the proof of appointment of a legal representative of a branch, in the country, of financial institutions with headquarters abroad, legalized at a Brazilian Consulate;

VI - two original copies of the translation, by a sworn public translator, of the document referred to in item V, registered at the competent Titles and Documents Registry Office;

VII - declaration referred to in Article 3 of Resolution 3.041, of 2002, signed by the elected or appointed individual, in the form of Annex I;

VIII - authorization to the Federal Revenue Service, in accordance with Article 3, item I, of Resolution 3.041, of 2002, in the form of Annex II;

IX - authorization to the Central Bank of Brazil, in accordance with Article 3, item II, of Resolution 3.041, of 2002, in the form of Annex III;

X - justified declaration signed by the institutions in the form of Article 4, § 1, of Resolution 3.041, of 2002;

XI - complete pages of newspapers containing the publications of the purpose declaration referred to in Article 5 of Resolution 3.041, of 2002;

XII - curriculum vitae of the elected or appointed individual.

Sole Paragraph. The provisions of this article do not apply to federal public financial institutions, which must make available, in the System of Information on Entities of Interest to the Central Bank - Unicad, the data required under the complementary regulation to Circular 3.165, of December 4, 2002, without prejudice to the provision, to the component of the Department of Organization of the Financial System (Deorf) to which the institution is subject, of one copy of the corporate acts that deliberated on the respective election or appointment." (NR)

"Art. 3 ......

Sole Paragraph. The information referred to in this article must be registered directly in the Unicad System, in accordance with procedures established in the norms relating to said system." (NR)

"Annex II to Circular 3.172, of December 30, 2002

AUTHORIZATION MODEL

The undersigned, having been elected (appointed) to compose the (cite the statutory body) of the (cite the institution), in accordance with (specify the assembly or contractual act of election/appointment), authorizes, in accordance with Article 3, item I, of Resolution 3.041, of November 28, 2002, the Federal Revenue Service to provide the Central Bank of Brazil with copies of the 'Annual Income Tax Adjustment Declaration', relating to the last three fiscal years, for exclusive use in the examination of the respective homologation process.

......" (NR)

Art. 2 Annexes I, III, IV, V, and VII of Circular 3.179, of February 26, 2003, are amended, which shall enter into force with the following wording:

"Annex I to Circular 3.179, of February 26, 2003

PURPOSE DECLARATION MODEL
(denomination)

......

Corporate composition (in the case of item 'c', replace the title with 'New Members of the Control Group'):

......" (NR)

"Annex III to Circular 3.179, of February 26, 2003

AUTHORIZATION MODEL

The undersigned, in accordance with Article 5, item V, item 'a', of the Regulation annexed to Resolution 3.040, of November 28, 2002, authorizes the Federal Revenue Service to provide the Central Bank of Brazil with copies of the 'Annual Income Tax Adjustment Declaration' and the 'Economic-Fiscal Information Declaration of Legal Entities', relating to the last three fiscal years, for exclusive use in the examination of the process of (specify the request).

......

Name, individual taxpayer registry number (CPF) or national legal entity taxpayer registry number (CNPJ), and signature of the controller/holder of qualified participation." (NR)

"Annex IV to Circular 3.179, of February 26, 2003

AUTHORIZATION MODEL

......

Name, individual taxpayer registry number (CPF) or national legal entity taxpayer registry number (CNPJ), and signature of the controller/holder of qualified participation." (NR)

"Annex V to Circular 3.179, of February 26, 2003

PURPOSE DECLARATION MODEL
(Cancellation of Authorization to Operate)

......

I - ...

b) extinguish the company (includes extinction resulting from incorporation by a company not part of the National Financial System - SFN);

......" (NR)

"Annex VII to Circular 3.179, of February 26, 2003

DOCUMENTS AND INFORMATION NECESSARY FOR PROCESS INSTRUCTION

......

12 - original authorization to the Federal Revenue Service for the provision to the Central Bank of Brazil of copies of the 'Annual Income Tax Adjustment Declaration' and the 'Economic-Fiscal Information Declaration of Legal Entities', relating to the last three fiscal years, of the controllers and holders of qualified participation, for exclusive use in the analysis of the requests presented, in the form of Annex III;

......

15 - independent auditor's report, duly registered with the Securities and Exchange Commission (CVM), based on the balance sheets closed in the three fiscal years immediately preceding the application, relating to the economic-financial situation of the controlling legal entities, exempted when it concerns institutions authorized to operate by the Central Bank of Brazil;

......

17 - copies of the 'Annual Income Tax Adjustment Declaration', relating to the last three fiscal years, of the controlling natural persons, direct or indirect, of the institution, delivered to the Federal Revenue Service;

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21 - two original copies of the articles of association or bylaws, as applicable;

......" (NR)

Art. 3 Article 1 and Annexes II, III, IV, and V of Circular 3.182, of March 6, 2003, are amended, which shall enter into force with the following wording:

"Art. 1 ...

VI - ...

a) the Federal Revenue Service to provide the Central Bank of Brazil with copies of the 'Annual Income Tax Adjustment Declaration' and the 'Economic-Fiscal Information Declaration of Legal Entities', relating to the last three fiscal years, for exclusive use in the respective authorization process, in the form of Annex II;

......" (NR)

"Annex II to Circular 3.182, of March 6, 2003

AUTHORIZATION MODEL

The undersigned, in accordance with Article 1, item VI, item 'a', of Circular 3.182, of March 6, 2003, authorizes the Federal Revenue Service to provide the Central Bank of Brazil with copies of the 'Annual Income Tax Adjustment Declaration' and the 'Economic-Fiscal Information Declaration of Legal Entities', relating to the last three fiscal years, for exclusive use in the examination of the process of (specify the request).

......

Name, individual taxpayer registry number (CPF) or national legal entity taxpayer registry number (CNPJ), and signature of the controller." (NR)

"Annex III to Circular 3.182, of March 6, 2003

AUTHORIZATION MODEL

......

Name, individual taxpayer registry number (CPF) or national legal entity taxpayer registry number (CNPJ), and signature of the controller." (NR)

"Annex IV to Circular 3.182, of March 6, 2003

RESPONSIBILITY DECLARATION MODEL

......

I - ...

b) extinguish the company (includes extinction resulting from incorporation by a company not part of the National Financial System - SFN);

......" (NR)

"Annex V to Circular 3.182, of March 6, 2003

DOCUMENTS AND INFORMATION NECESSARY FOR PROCESS INSTRUCTION

......

2 - original authorization to the Federal Revenue Service for the provision to the Central Bank of Brazil of copies of the 'Annual Income Tax Adjustment Declaration' and the 'Economic-Fiscal Information Declaration of Legal Entities', 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;

......

6 - copies of the 'Annual Income Tax Adjustment Declaration', relating to the last three fiscal years, of the controlling natural persons, direct or indirect, of the institution, delivered to the Federal Revenue Service;

......

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

......" (NR)

Art. 4 This circular enters into force on the date of its publication.

Art. 5 Circular 3.178, of February 26, 2003, is hereby repealed.

Brasília, January 8, 2004.

Sérgio Darcy da Silva Alves
Director