Circular No. 3433 — Dispenses on Authorization for Operation, Transfer of Corporate Control, Spin-off, Merger, Incorporation, Other Corporate Acts, and Exercise of Offices in Consortium Administrators

CIRCULAR NO. 003433

Dispenses on authorization for operation, transfer of corporate control, spin-off, merger, incorporation, practice of other corporate acts, and exercise of offices in statutory or contractual bodies in consortium administrators, as well as on the cancellation of authorization for operation and for administration of consortium groups.

The Collegiate Board of the Central Bank of Brazil, in an extraordinary session held on February 3, 2009, based on Articles 6 and 7 of Law No. 11,795, of October 8, 2008,

D E C I D E D:

Art. 1. This circular dispenses on the procedures to be observed by consortium administrators regarding:

I - obtaining authorization from the Central Bank of Brazil for:

a) constitution and operation of consortium administrators;

b) transfer of corporate control;

c) spin-off, merger, or incorporation;

d) statutory reform or contractual amendment;

e) alteration of the share capital value;

f) exercise of offices in statutory or contractual bodies;

g) transfer of registered office to another municipality;

h) any other form of corporate reorganization;

II - request for cancellation of authorization for:

a) operation;

b) administration of consortium groups granted until the date of entry into force of this circular.

§ 1º. Any direct or indirect change in the control group that may imply alteration in the management of the consortium administrator's business, resulting from:

I - shareholders'/partners' agreement;

II - inheritance and acts of disposition of will, such as donation, advance of legitime, and constitution of usufruct;

III - act, isolated or together, of any natural or legal person, or group of people representing a common interest, shall be subject to the same procedures applicable to the transfer of corporate control.

§ 2º. The provisions of this article do not apply to transfers of corporate control to legal entities where there is no entry of new natural persons into the final controlling body of the consortium administrator.

§ 3º. Corporate acts regarding the matters dealt with in this article may only be registered in the public registry after approval by the Central Bank of Brazil.

Art. 2. Consortium administrators must be constituted as limited liability companies or joint-stock companies.

§ 1º. The expression "Consortium Administrator" must obligatorily appear in the corporate name.

§ 2º. Consortium administrators in operation that do not comply with the provision of § 1º must, upon the first amendment of the bylaws or social contract made after the date of entry into force of this circular, alter their corporate name.

Art. 3. Consortium administrators must have as their main social object the administration of consortium groups.

§ 1º. The activities that may be performed by the consortium administrator must be restricted to those compatible with the administration of consortium groups, thus considered those related to the provision of services to third parties through the sale and placement of quotas of other consortium administrators, the administration of groups of other consortium administrators, and the provision of registration, research, and consulting services to other consortium administrators, which must be obligatorily included in the social object.

§ 2º. To exercise the faculty provided for in § 1º, consortium administrators already in operation on the date of entry into force of this circular must make the appropriate amendment to their social object.

Art. 4. The initial capital of consortium administrators must be paid in current currency.

Art. 5. Capital increases that are not made in current currency may only result from the incorporation of profit reserves, with the use of revaluation reserves prohibited for this purpose.

Art. 6. The following minimum standards of paid-in capital and Adjusted Net Equity (PLA) must be permanently observed by consortium administrators:

I - R$400,000.00 (four hundred thousand reais), for the administration of groups referenced in movable goods and services;

II - R$1,000,000.00 (one million reais), for the administration of groups referenced in real estate.

§ 1º. PLA is obtained by the algebraic sum of the following groups comprising the Accounting Plan of the Institutions of the National Financial System (Cosif):

(+) 6.0.0.00.00-2 Net Equity;
(+) 7.0.0.00.00-9 Creditor Income Accounts;
(-) 8.0.0.00.00-6 Debtor Income Accounts.

§ 2º. Compliance with the provisions of this article is an indispensable condition for the operation of consortium administrators.

§ 3º. Shortfalls in paid-in capital and PLA eventually verified as a result of the provisions of this circular must be eliminated by December 31, 2009.

Chapter I

ON THE CONSTITUTION AND AUTHORIZATION FOR OPERATION

Art. 7. The operation of consortium administrators presupposes:

I - constitution of the company, according to legal norms, the norms of this circular, and other current regulatory provisions;

II - authorization for operation.

Art. 8. The constitution of consortium administrators is subject to the following conditions, whose compliance will be examined by the Central Bank of Brazil, and the relevant documentation must compose the respective process, in accordance with Art. 27:

I - publication of a statement of purpose, by the natural or legal persons controlling the consortium administrator, in accordance with Art. 28;

II - indication of the composition of the control group of the consortium administrator;

III - demonstration of economic-financial capacity compatible with the size, nature, and objective of the enterprise, to be met, at the discretion of the Central Bank of Brazil, individually by the controlling shareholder or partner or by the control group;

IV - express authorization, by all members of the control group and by all holders of qualified participation:

a) to the Federal Revenue Secretariat of Brazil, for providing the Central Bank of Brazil with copies of the Annual Income Tax Adjustment Declaration and the Economic-Fiscal Information Declaration of the Legal Entity, relating to the last three fiscal years, for exclusive use in the respective authorization process;

b) to the Central Bank of Brazil, for access to information about them contained in any public or private registration and information system, for exclusive use in the respective authorization process;

V - indication of the origin of the resources that will be used in the enterprise by all members of the control group and by all holders of qualified participation;

VI - indication of the person, technically qualified, to conduct the project before the Central Bank of Brazil and identification of the organizing group of the new administrator, which must include representatives of the future control group and the future holders of qualified participation;

VII - presentation of a constitution project containing:

a) business plan, discriminating:

1. detailed description of the proposed organizational structure;

2. specification of the internal control structure, highlighting mechanisms that ensure adequate supervision by the administration and the effective use of internal and external audit as control instruments;

3. establishment of strategic objectives;

4. definition of the main products to be operated and target audience;

5. technologies to be used in the placement of products and sizing of the service network;

6. definition of the maximum deadline for the start of activities after the grant, by the Central Bank of Brazil, of the authorization to operate;

7. description of the criteria used in the selection of administrators, as well as identification of the latter, when requested by the Central Bank of Brazil;

8. definition of corporate governance standards to be observed, including the detailed structure of incentives and remuneration policy;

b) economic-financial feasibility study, covering at least the first three years of activity of the administrator, and containing at minimum:

1. economic-financial analysis of the area of operation and projection of participation in the consortium segments in which it intends to operate, with indication of the main competitors in each;

2. profitability expectation, with indication of expected returns in each of the chosen segments;

3. financial projections evidencing the expected results in the period.

§ 1º. In the evaluation of the controllers indicated, in accordance with item II, the eventual existence of restrictions that may affect their reputation will be taken into consideration, applying, where applicable, the other legal and regulatory norms regarding the conditions for the exercise of offices in statutory or contractual bodies in consortium administrators referred to in Art. 22.

§ 2º. In the evaluation of compliance with the conditions established in item VII, the nature and size of the administrator involved will be taken into consideration.

§ 3º. For the purposes of this circular, qualified participation is understood as the direct or indirect participation, by natural or legal persons, equivalent to 5% (five percent) or more of shares or quotas representing the total capital of the consortium administrator.

Art. 9. Once the measures established in Art. 8 are met and the favorable manifestation of the Central Bank of Brazil regarding the constitution project of the consortium administrator is obtained, the interested parties must formalize the corporate acts of constitution of the company and instruct the process related to the request for authorization for operation, in accordance with Art. 27, within a maximum period of ninety days, counted from the receipt of the respective communication, the non-observance of which will result in the archiving of the process.

Sole Paragraph. Upon justified request, an additional period of up to ninety days may be granted, after which, if the relevant measures are not adopted, the process will be automatically archived.

Art. 10. If there is a formalization of a request for authorization for operation without full compliance with the measures established in Arts. 8 and 9, after the appropriate communication of the situation to the interested party, the examination of the authorization request will be suspended for a period of ninety days, after which, if the pointed-out pending matters have not been regularized, the process will be automatically archived.

Art. 11. The authorization for operation depends on the approval, by the Central Bank of Brazil, of the formal acts of constitution, observing the current regulation.

Sole Paragraph. The authorization referred to in the caput is equally conditioned to the proof, by all members of the control group and by all holders of qualified participation, of the origin of the resources used in the enterprise.

Art. 12. The start of activities of the consortium administrator must observe the deadline provided in the business plan, and the Central Bank of Brazil may grant, on an exceptional basis, an extension of the deadline, upon reasoned request, signed by the administrators of the consortium administrator.

§ 1º. In the case of extension of the deadline provided in the caput, any documents and declarations necessary to update the authorization process may be required.

§ 2º. Once activities have started, the administrator must, during its first three fiscal years, evidence in the administration report accompanying the semi-annual financial statements the adequacy of the operations carried out with the constitution project mentioned in Art. 8, item VII.

Art. 13. Verified, during the first three fiscal years, the non-adequacy of the operations to the constitution project, the administrator must present justified justifications, which will be subject to examination by the Central Bank of Brazil, which may establish additional conditions, setting a deadline for their compliance.

Art. 14. The consortium administrator must prepare, send to the Central Bank of Brazil, and publish its financial statements from the date of publication, by the aforementioned agency, of the authorization for operation.

Sole Paragraph. The sending and publication of the financial statements of the groups must be carried out from the constitution of the first consortium group.

Chapter II

ON THE TRANSFER OF CORPORATE CONTROL

Art. 15. The authorization for transfer of corporate control and any direct or indirect change in the control group that may imply alteration in the management of the administrator's business depends:

I - on the adoption of the measures contained in Art. 8, items I to IV;

II - on the proof of the origin of the resources used in the enterprise;

III - on the respective instruction of the process, in accordance with Art. 27.

Art. 16. The following must be communicated to the regional component of the Department of Organization of the Financial System (Deorf) that has jurisdiction over the consortium administrator, within fifteen days of its occurrence, by sending the document mentioned in item 24 of the List of Documents and Information Necessary for the Instruction of Processes, annexed to this circular:

I - expansion of the participation held by a controlling shareholder or partner, in a percentage equal to or greater than 5% (five percent) of the capital, cumulatively or not;

II - expansion of the qualified participation held by a shareholder or partner in a percentage equal to or greater than 5% (five percent) of the capital of the administrator, cumulatively or not;

III - entry/assumption of the condition of shareholder or partner holding qualified participation, including as a result of legal acts formalized, directly or indirectly, with other partners or shareholders of the administrator.

§ 1º. The communication mentioned in the caput does not replace or invalidate other communications required by the regulation.

§ 2º. In the case of item I, it may be required, within a period of sixty days counted from the receipt of the communication mentioned in the caput, the compliance with the measures established in Arts. 8, items III and IV, and 15, item II.

§ 3º. In the cases of items II and III, it may be required, within a period of sixty days counted from the receipt of the communication mentioned in the caput, the compliance with the measures established in Arts. 8, item IV, and 15, item II.

Chapter III

ON SPIN-OFF, MERGER OR INCORPORATION AND STATUTORY REFORM OR CONTRACTUAL AMENDMENT

Art. 17. The authorization for the realization of spin-off, merger, and incorporation involving a consortium administrator or statutory reform or contractual amendment of a consortium administrator depends:

I - on the adoption, where applicable, of the measures contained in Art. 8;

II - on the respective instruction of the process, in accordance with Art. 27.

Chapter IV

ON THE CANCELLATION OF AUTHORIZATION FOR OPERATION AND FOR ADMINISTRATION OF CONSORTIUM GROUPS

Art. 18. The cancellation of the authorization for operation or for administration of consortium groups depends:

I - on the closure of typical consortium operations;

II - on the publication of a statement of purpose, in accordance with Art. 28;

III - on the respective instruction of the process, in accordance with Art. 27.

§ 1º. The provisions of the caput do not apply to the extinction of the administrator resulting from merger, spin-off, or incorporation, provided that the resulting or successor company is a consortium administrator.

§ 2º. The provisions of items II and III do not apply to the extinction of the administrator resulting from merger, spin-off, or incorporation, provided that the resulting or successor company is a financial institution or an institution authorized to operate by the Central Bank of Brazil.

§ 3º. The provisions of this article apply, inclusive, to the case of the practice of corporate acts that entail the extinction of the company or the change of social object, which results in its discharacterization as a consortium administrator.

Art. 19. The authorization for operation or for administration of consortium groups may be cancelled, when detected, at any time, one or more of the following situations:

I - operational inactivity, characterized by the non-existence of ongoing groups, for more than four months, without acceptable justification;

II - administrator not located at the address informed to the Central Bank of Brazil;

III - non-observance of the deadline for the start of activities.

§ 1º. Prior to the cancellation for the reasons referred to in this article, the intention to cancel the authorization in question will be published, with a view to the eventual presentation of objections, by the public, within a period of thirty days.

§ 2º. Once the authorization for operation or for administration of consortium groups is cancelled, the institutions may only return to operate by submitting to the terms of Arts. 7 and 8.

Chapter V

ON OFFICES IN STATUTORY OR CONTRACTUAL BODIES

Art. 20. The taking of office and exercise of offices in statutory or contractual bodies in a consortium administrator are exclusive to persons whose election or appointment has been approved by the Central Bank of Brazil.

Sole Paragraph. The use of the term director, whether assistant, executive, technical, or similar, is exclusive to persons elected or appointed in accordance with the bylaws or social contract of the consortium administrator for the exercise of the administration functions provided for in the legislation in force.

Art. 21. The approval of the election or appointment for the offices referred to in Art. 20 depends:

I - on the compliance with the provisions of Arts. 22 and 23;

II - on the publication of a statement of purpose, in accordance with Art. 28, in the case of election/appointment of an administrator;

III - on the respective instruction of the process, in accordance with Art. 27.

Art. 22. The following are basic conditions for the exercise of the offices referred to in Art. 20:

I - to have an unblemished reputation;

II - to be a resident in the country, in the cases of director and fiscal council member;

III - not to be impeded 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 prohibits, even temporarily, access to public offices;

IV - not to be declared ineligible or suspended for the exercise of offices in statutory or contractual bodies in institutions under the supervision of the Central Bank of Brazil, in complementary pension entities, in insurance companies, in reinsurance companies, in capitalization companies, or in publicly held companies;

V - not to be responding, nor any company of which it is a controller or administrator, for pending matters related to protest of titles, judicial collections, issuance of checks without funds, default on obligations, and other occurrences or analogous circumstances;

VI - not to be declared bankrupt or insolvent nor to have participated in the administration or controlled a firm or society in concordat or insolvent state.

§ 1º. In the case of elected or appointed persons not included in items V and VI, the individual situation of the candidates may be analyzed by the Central Bank of Brazil, with a view to evaluating the possibility of approval of their names.

§ 2º. The proof of compliance with the conditions provided for in this article must be carried out by means of a declaration signed by the candidates, accompanied by the authorizations referred to in Art. 8, item IV.

Art. 23. It is also a condition for the exercise of the offices referred to in Art. 20 to possess technical qualification compatible with the office for which they were elected or appointed.

§ 1º. Technical qualification must be proven based on academic training, professional experience, or other factors judged relevant, by means of a declaration, justified and signed by the consortium administrator, submitted to the evaluation of the Central Bank of Brazil, concomitantly with the corresponding acts of election or appointment.

§ 2º The declaration referred to in § 1 is waived in cases of election of an administrator with a mandate in force in the administrator itself or in another institution integrated into the respective financial conglomerate.

Art. 24. The approval, by the Central Bank of Brazil, of names for the exercise of the positions referred to in Art. 20 does not exempt the elected or appointed individuals, the administrator, its controllers, and administrators from responsibility for the veracity of the information provided in the name approval process.

Art. 25. If, at any time, a registration irregularity against the administrators, prior to their respective election or appointment, or falsity in the declarations or documents presented in the instruction of the process is found, the act granting approval of the name of the elected or appointed individual may be revoked, at the discretion of the Central Bank of Brazil.

Art. 26. Information regarding the dates of assumption of office, resignation, and dismissal, as well as temporary absences exceeding thirty days, of persons holding positions in statutory or contractual bodies must be communicated to the Central Bank of Brazil within five business days from the date of the event.

Sole paragraph. The information referred to in this article must be registered directly in the System of Information on Entities of Interest of the Central Bank (Unicad).

Chapter VI

ON THE INSTRUCTION OF THE PROCESS AND THE PURPOSE DECLARATION

Art. 27. Processes regarding the matters regulated by this circular must be instructed, as appropriate, by presenting, to the component of Deorf that has jurisdiction over the consortium administrator, the documents and information indicated below, contained in the List of Documents and Information Necessary for the Instruction of Processes, annexed to this circular:

I - constitution of consortium administrator: 1 to 7, 9 to 13, 17 to 20, 30 and 38;

II - authorization to operate: 1, 14 to 16, 21 to 24, 26 and 32;

III - transfer of corporate control: 1, 4, 6 to 8, 11 to 13, 17 to 20, 24 to 26, 29 and 30;

IV - spin-off, merger or incorporation: 1, 8, 21, 24, 27 and 28;

V - statutory reform and contractual amendment: 1, 21 and 22;

VI - alteration of social capital value: 1, 21 to 24 and 32;

VII - cancellation of authorization to operate or to administer consortium groups: 1, 7, 21, 22 and 31 and, in the event of unclaimed resources, 33 to 37;

VIII - election or appointment to positions in statutory or contractual bodies: 1, 7, 11, 12, 14 to 16, 21 and 22.

§ 1º In addition to providing the documentation specified in the main text, consortium administrators must include in Unicad the information necessary for the instruction of processes in the manner of Circular No. 3,180, of February 26, 2003, as well as remit the bylaws or contractual agreement in the manner of Circular No. 3,215, of December 12, 2003.

§ 2º The maximum period for the instruction of processes is thirty days, counted from the date of the corporate resolution or formalization of the operation.

§ 3º Deorf will publish the names of persons whose election or appointment has been approved, using, for this purpose, the means it deems most appropriate.

§ 4º The presentation of the curriculum vitae referred to in item 16 of the List of Documents and Information Necessary for the Instruction of Processes is waived when it concerns:

I - statutory or contractual member with a mandate in force, as administrator, in the administrator itself or in another institution integrated into the financial conglomerate;

II - member of the Fiscal Council or Advisory Council;

III - liquidator of an institution subject to ordinary liquidation regime.

Art. 28. The purpose declaration referred to in this circular must be:

I - prepared according to specific models to be published by Deorf and, in the cases of the declarations referred to in Art. 8, item I, and Art. 18, item II, presented to that department prior to the instruction of the authorization process, in the form of a draft;

II - published, in the country, twice, on different dates, in the economics section or equivalent of a newspaper of large circulation:

a) in the locations of the headquarters and domicile of the controllers, in the case of the declarations referred to in Art. 8, item I, and Art. 18, item II, citing the process number provided at the time of registration of the request, observing the provisions of § 1;

b) in the locations of the headquarters and domicile of the administrators, in the case of the declaration referred to in Art. 21, item II;

III - transmitted to the Central Bank of Brazil, using the rich text format (rtf) standard, via the internet, to the electronic address digep.deorf@bcb.gov.br, immediately after the last publication, indicating the newspapers and dates of publication.

§ 1º In the case of cancellation of authorization to operate or to administer consortium groups, the publication of the purpose declaration must also be carried out in a newspaper of large circulation in the locations of the other branches of the administrator, affiliated or not, maintained in the last twelve months.

§ 2º The publication of the purpose declaration is waived for:

I - natural and legal persons who already belong to the control group of a consortium administrator or financial institutions or other institutions authorized to operate by the Central Bank of Brazil, except for microentrepreneur credit companies and small business lending companies, in processes related to the constitution and authorization to operate or transfer of corporate control;

II - elected or appointed persons to positions in statutory or contractual bodies in consortium administrators whose names have already been previously approved for such positions in consortium administrators, financial institutions and other institutions authorized to operate by the Central Bank of Brazil, except for positions in:

a) microentrepreneur credit companies and small business lending companies;

b) credit cooperatives in which the elected persons have not submitted to the purpose declaration in accordance with the regulations in force.

Art. 29. In the examination of the processes, the following may be:

I - requested additional documents and information deemed necessary for the adequate conduct of the authorization or cancellation of authorization or name approval processes;

II - summoned for interview the members of the control group, the holders of qualified participation and the indicated administrators of the consortium administrator, in order to obtain full conditions for the analysis of the matter;

III - adopted the following measures regarding the purpose declarations provided for in this circular:

a) determine their publication in the event of situations for which the same has been waived or there is no specific provision;

b) proceed to their dissemination by any means.

Sole paragraph. Failure to comply with the measures provided for in items I, II and III, letter "a", within the period to be fixed by Deorf, may imply archiving of the process.

Art. 30. Once the authorization process is instructed, the request will be examined, with emphasis, on the following items:

I - economic and financial capacity of the controllers;

II - origin of the resources used in the undertaking;

III - eventual registration restriction regarding the administrators, controllers or holders of qualified participation, including due to the purpose declaration;

IV - technical capacity of the administrators;

V - compliance with the limits provided for in the regulations in force;

VI - eventual pending matter regarding an ended consortium group;

VII - existence of unclaimed resources by consortium members or withdrawing or excluded participants.

Art. 31. Requests related to the matters covered by this circular may be denied, without prejudice to other measures, if it is found:

I - registration irregularity regarding the administrators, members of the control group of the administrator or holders of qualified participation;

II - falsity in the declarations or documents presented in the instruction of processes.

Sole paragraph. In the cases referred to in item I, a period will be granted to the interested parties to remedy the registration irregularity or, if applicable, to present the corresponding justification.

Chapter VII

FINAL PROVISIONS

Art. 32. The provisions of Art. 1, item II, letter "b", 18, 19, 27, item VII, and 29 to 31 apply, to the extent applicable, to associations and non-profit civil entities authorized to administer consortium groups.

Art. 33. Deorf is authorized to establish document models for the instruction of processes regarding the matters regulated by this circular.

Art. 34. This circular enters into force on the date of its publication, producing effects from February 6, 2009, when Art. 1 of Circular No. 2,861, of February 10, 1999, and Circulars No. 2,942, of October 20, 1999, and 3,342, of February 23, 2007, will be repealed.

Sole paragraph. The citations and the validity basis of normative acts issued based on the now repealed norms will henceforth refer to this circular.

Brasília, February 3, 2009.

Alexandre Antonio Tombini
Director

LIST OF DOCUMENTS AND INFORMATION NECESSARY
FOR THE INSTRUCTION OF PROCESSES

1 - formal request formalizing the authorization request, signed by controllers, their legal representatives, in the case of companies in formation, or by administrators whose representation is recognized by the bylaws, contractual agreement or equivalent document of the operating administrator;

2 - indication of the person responsible for conducting the constitution project;

3 - identification of the members of the organizing group;

4 - identification of the members of the control group and holders of qualified participation;

5 - registration form of the members of the control group and holders of qualified participation;

6 - indication of the manner in which corporate control of the administrator will be exercised;

7 - complete pages of the newspaper copies in which the purpose declaration was published;

8 - justified justification for the intended operation, highlighting strategic, corporate, economic-financial and tax aspects;

9 - constitution project referred to in Art. 8, item VII;

10 - draft of the bylaws or contractual agreement of the company to be constituted;

11 - original authorization to the Federal Revenue Secretariat of Brazil for the provision of copies of the "Annual Adjustment Declaration of Individual Income Tax" and the "Economic-Fiscal Information Declaration of Legal Entities";

12 - authorization to the Central Bank of Brazil for access to information in any public or private registration and information system;

13 - declaration of non-existence of restrictions - controller;

14 - declaration of non-existence of restrictions - elected or appointed;

15 - declaration of technical capacity to exercise positions in statutory or contractual bodies;

16 - curriculum vitae of the elected/appointed administrator;

17 - report of independent auditor, duly registered with the Securities and Exchange Commission (CVM), based on the balance sheets closed in the three last fiscal years immediately preceding the request, relating to the economic-financial situation of the controlling legal entities, waived the document when it concerns an institution authorized to operate by the Central Bank of Brazil;

18 - copy of the balance sheet of the last fiscal year of the controlling legal entities, audited by independent auditor duly registered with CVM, waived the document when it concerns an institution authorized to operate by the Central Bank of Brazil;

19 - copies of the "Annual Adjustment Declaration of Individual Income Tax", relating to the last three fiscal years, of the controlling natural persons, direct or indirect, delivered to the Federal Revenue;

20 - complete organizational chart of the economic conglomerate, containing the identification of all companies with the National Registry of Legal Entities (CNPJ) number, or, if foreign, with the name of the country where the company's headquarters is located, and respective percentages of voting and total capital held, or declaration that the administrator does not belong to a conglomerate;

21 - proof of publication of the general assembly call notice, in the manner of the law, if applicable;

22 - two authentic copies of the corporate acts that deliberated on the subject;

23 - capital subscription list, in the regulatory manner;

24 - document "Capef - Capital Composition", contained in Cadoc as model 38029-8, of the consortium administrator and the legal entities participating in it, prepared in the manner of the regulations in force;

25 - copy of shareholders/partners agreement involving all levels of corporate participation, which must contain a clause of prevalence over any other not subject to approval by the Central Bank of Brazil, or declaration of its non-existence;

26 - proof of the origin and respective financial movement of the resources used by all controllers and holders of qualified participation to meet the undertaking;

27 - two authentic copies of the corporate acts of the involved institutions that deliberated on the merger/spin-off/incorporation and the appointment of experts to evaluate the assets, in the manner of the law;

28 - two authentic copies of the protocol and justification and the reports of the appointed experts, if not transcribed in the corporate acts and one copy of the balance sheet/balance statement at the base date accompanied by the respective report of external auditor duly registered with CVM;

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

30 - copy of the usufruct contract regarding the corporate participations of the controllers involving all levels of corporate participation, or declaration of its non-existence;

31 - responsibility declaration - cancellation;

32 - bank deposit receipt regarding the value of the integrated capital, when applicable;

33 - discrimination of unclaimed resources by consortium members, including consortium members excluded due to declared withdrawal or contractual default, specifying the names of the persons and respective values to be returned, discriminated by group;

34 - discrimination of values pending collection, subject to judicial collection;

35 - information regarding the effort undertaken by the administrator to locate consortium members creditors of unclaimed resources, accompanied by supporting documentation;

36 - information on the flow of return of resources from the last twelve months, specifying the names of the consortium members, the group to which they belonged and the respective values returned;

37 - proof of the effective existence of assets in the administrator to meet obligations related to the eventual return of resources to consortium members who may come to the company to claim their rights;

38 - draft of shareholders/partners agreement involving all levels of corporate participation, which must contain a clause of prevalence over any other not subject to approval by the Central Bank of Brazil, or declaration of its non-existence.