Circular No. 3.502

CIRCULAR No. 003502 ------------------ Provides for the procedures to be observed by credit cooperatives for the instruction of processes referring to requests for authorization and makes other provisions. The Board of Directors of the Central Bank of Brazil, in a session held on 23 July 2010, based on art. 10, items X and XI, of Law No. 4.595, of 31 December 1964, in arts. 12 of Resolution No. 3.041, of 28 November 2002, and 48 of Resolution No. 3.859, of 27 May 2010, D E C I D E D : Art. 1 The credit cooperatives must observe the procedures established in this circular, with a view to the instruction of processes referring to requests for authorization to: I - constitution and operation; II - transformation of cooperative, expansion of the conditions of association, increase of the area of operation, splitting and other statutory reforms; III - holding of positions in statutory bodies; IV - merger and incorporation; and V - cancellation of the authorization to operate. Art. 2 It is considered: I - confederation of centrals: the cooperative society constituted by central credit cooperatives, intended for the provision of services to its members, being specifically referred to as "credit confederation" when authorized by the Central Bank of Brazil to operate as a financial institution; and II - cooperative system: the system of cooperative institutions organized on two levels, constituted by a central credit cooperative and by the singular credit cooperatives affiliated to it, or on three levels, when constituted by a confederation of centrals, by the central credit cooperatives affiliated to it and by the singular credit cooperatives affiliated to those centrals. Sole paragraph. Also integrate the cooperative system the guarantor funds and the entities referred to in art. 42 of Resolution No. 3.859, of 27 May 2010. CHAPTER I ON THE CONSTITUTION AND THE AUTHORIZATION TO OPERATE Art. 3 The beginning of activities of credit cooperatives presupposes the instruction of a process and the corresponding approval in two phases: I - constitution; and II - authorization to operate. Art. 4 Prior to the holding of the respective corporate act, those interested in the constitution of a credit cooperative must file a request containing the identification of the organizing group and the indication of a responsible person, technically qualified, for the conduct of the application at the Central Bank of Brazil, accompanied by a project constituted by the documentation specified in art. 3 of Resolution No. 3.859, of 2010, and by a draft of the bylaws to be adopted in the case of approval of the request. Art. 5 Once a favorable manifestation from the Central Bank of Brazil is obtained in relation to the constitution project, the examination of requests for authorization to operate a credit cooperative is conditioned upon the adoption of the following measures: I - holding of the corporate act of constitution, in the form of the law, contemplating the election of
the members of the statutory bodies, with observance of the provisions of the regulation in force; II - publication of a statement of purpose by the elected administrators, when applicable, as established in art. 12 of this circular; and III - payment in full of initial capital in an amount equivalent to at least the value of the minimum capital established for the cooperative in the form of the regulation in force, and remittance to the Central Bank of Brazil of the paid-in amount, in the terms of art. 27 of Law No. 4.595, of 31 December 1964. CHAPTER II ON THE TRANSFORMATION, THE EXPANSION, THE SPLITTING AND THE OTHER STATUTORY AMENDMENTS Art. 6 The provisions of arts. 4 and 5 apply, as applicable, to the following applications: I - transformation of a singular credit cooperative into a credit cooperative of: a) free admission; b) small businessmen, micro-entrepreneurs and micro-entrepreneurs; or c) businessmen; II - transformation of a confederation of centrals of a non-financial nature into a credit confederation; III - splitting of a credit cooperative; IV - statutory amendment aiming at the adoption, by a singular credit cooperative, of the association criteria provided for in art. 12, § 3, item I, of Resolution No. 3.859, of 2010; and V - other statutory amendments aiming at relevant expansion, at the discretion of the Department of Organization of the Financial System (Deorf), of the conditions of admission of members and/or of the area of operation. Sole paragraph. In the applications relating to items I and IV of the caput, as well as in those relating to item V when dealing with a singular cooperative affiliated to a central credit cooperative, the sending to the Central Bank of Brazil of the projection of the equity and results structure referred to in art. 3, item II, subitem "c", of Resolution No. 3.859, of 2010, is waived, and this document must remain at the disposal of the Central Bank of Brazil at the headquarters of the applicant institution and of the central credit cooperative or confederation of centrals sponsoring the application. Art. 7 Once a favorable manifestation from the Central Bank of Brazil is obtained in relation to the project of transformation, splitting or statutory reform, the examination of requests for authorization relating to the applications dealt with in art. 6 of this circular is conditioned upon the holding of the respective general meeting. § 1 In the applications relating to items I, II and IV of art. 6 of this circular, the examination is conditioned upon the publication of a statement of purpose by the administrators of the cooperative, as established in art. 12 of this circular. § 2 In the applications relating to item III of art. 6 of this circular, the examination is conditioned upon the election of the members of the statutory bodies and upon the publication of a statement of purpose by the elected administrators, when applicable, as established in art. 12 of this circular. Art. 8 The
examination of requests for authorization for amendments to bylaws not specified in art. 6 of this circular is conditioned upon the holding of the respective general meeting, in the form of the law. CHAPTER III ON THE HOLDING OF POSITIONS IN STATUTORY BODIES Art. 9 The examination of requests for approval of the names of those elected to statutory positions in the credit cooperative is conditioned upon the holding of the respective corporate act, in the form of the law, and upon the publication of a statement of purpose by those elected to management positions, in the cases in which it is required, as established in art. 12 of this circular. CHAPTER IV ON MERGER OR CONSOLIDATION Art. 10. The examination of requests for authorization for consolidation or merger of credit cooperatives is conditioned upon the holding of the pertinent general meetings by all companies involved, as well as upon compliance with the other provisions of arts. 57 to 59 and 62 of Law No. 5,764, of 16 December 1971. § 1 At the discretion of Deorf, in requests relating to merger or consolidation of credit cooperatives, the submission of a project consisting of the documentation referred to in art. 3 of Resolution No. 3,859, of 2010, may be required. § 2 The examination of merger requests is also conditioned upon the election of the members of the statutory bodies and upon the publication of a statement of purpose by the elected administrators, when applicable, as established in art. 12 of this circular. § 3 The examination of consolidation requests, in cases in which an election occurs, is also conditioned upon the publication of a statement of purpose by the elected administrators, when required, as established in art. 12 of this circular. CHAPTER V ON THE CANCELLATION OF AUTHORIZATION TO OPERATE Art. 11. The cancellation of the authorization to operate of a credit cooperative, upon request or as a result of entering into ordinary liquidation, is conditioned upon: I - the holding of the corporate act of dissolution or of change of corporate purpose to another type of cooperative that is not a credit cooperative; and II - the election of a liquidator and members of the fiscal council, in the case of dissolution. CHAPTER VI ON THE STATEMENT OF PURPOSE Art. 12. The statement of purpose referred to: I - in art. 15, item IV, of Resolution No. 3,859, of 2010, relating to administrators of free-admission credit cooperatives of associates, of entrepreneurs, of small entrepreneurs, microentrepreneurs and micro-entrepreneurs and of those constituted under art. 12, § 3, item I, of that resolution; and II - in art. 5 of Resolution No. 3,041, of 28 November 2002, with the wording given by Resolution No. 3,141, of 27 November 2003, relating to administrators of central credit cooperatives and credit confederations, must be published on two dates, in the economics section or equivalent of a newspaper or newspapers of large circulation, in the localities of the institution's headquarters
and of the domicile of the administrators involved. § 1 The statement must be prepared in the form of the models established by Deorf. § 2 The publication of the statement of purpose is waived when the administrator has previously been approved by the Central Bank of Brazil in a regular process containing the said publication, except for any determination to the contrary, as provided in art. 5, § 3, item I, of Resolution No. 3,041, of 2002. § 3 For the purposes of disclosure of a public notice in the Central Bank Information System (Sisbacen), the institution must transmit the text of the statement of purpose to the Central Bank of Brazil in the form determined by Deorf. § 4 The period for receiving objections from the public, as a result of the publication of the statement of purpose, shall be fifteen days, counted from the date of disclosure by the Central Bank of Brazil of the respective notice. CHAPTER VII OF THE INSTRUCTION OF PROCESSES Art. 13. The processes relating to the matters specified below must be instructed by presenting, to the Deorf component that has jurisdiction over the headquarters of the cooperative, the documents indicated below for each case, contained in the list of documents and information necessary for the instruction of processes, annexed to this circular, without prejudice to the other applicable provisions of the legislation and regulations in force: I - constitution of a singular credit cooperative: a) of free admission of members, of small entrepreneurs, microentrepreneurs and microentrepreneurs and cooperative constituted under art. 12, § 3, item I, of Resolution No. 3.859, of 2010: documents 1, 2, 3, 4 and 5; b) of entrepreneurs: documents 1, 2, 3, 4, 5 and 6; c) of the other types: documents 1, 2 and 3, in addition to documents 4 and/or 5 when affiliation to a central and/or adherence to a guarantor fund are provided for in the project; II - constitution of a central credit cooperative or credit confederation: documents 1, 2 and 3; III - demerger project: documents 1, 2, 3 and, when applicable, 4, 5 and 6; IV - project of statutory amendment of a singular credit cooperative in operation aiming at: a) transformation into a credit cooperative of free admission of members or of small entrepreneurs, microentrepreneurs and microentrepreneurs or adoption of the association criteria provided for in art. 12, § 3, item I, of Resolution No. 3.859, of 2010: documents 1, 2, 3, 4 and 5, the latter when the applicant cooperative is not yet a participant in a guarantor fund; or b) transformation into a credit cooperative of entrepreneurs: documents 1, 2, 3, 4, 5, the latter when the applicant cooperative is not yet a participant in a guarantor fund, and 6; V - project of relevant expansion of the conditions of association or of the area of operation: documents 1, 2, 3 and, if applicable, 4; VI - transformation of a confederation of non-financial centrals into a credit confederation: a) request for favorable manifestation to
the project: documents 1, 2 and 3; or request for waiver of the project: document 7; and b) approval of the transformation, after the holding of the corporate act: documents 1, 8, 9, 11, 12, 18, 19, 20, 21, 22, 23 and 24; VII - authorization for operation of a credit cooperative: documents 1, 8, 10, 12, 13, 14, 19, 20, 21, 22 and 23; VIII - demerger: documents 1, 8, 9, 12, 15, 16, 18, 19, 20, 21, 22 and 23; IX - statutory amendment aiming at transformation into a credit cooperative of small entrepreneurs, microentrepreneurs and microentrepreneurs, credit cooperative of entrepreneurs or credit cooperative of free admission, or the adoption of the association criteria provided for in art. 12, § 3, item I, of Resolution No. 3.859, of 2010: documents 1, 8, 9 and 11; X - other statutory amendments: documents 1, 9 and 11; XI - merger or incorporation: documents 1, 9, 15, 16, 17, 18 and, when applicable, 4, 8, 19, 20, 21, 22 and 23; XII - election of members of statutory bodies: documents 1, 8, 9, 11, 19, 20, 21, 22 and 23; and XIII - cancellation of the authorization for operation, due to entry into the ordinary liquidation regime or upon request: documents 1, 9 and 11 and, when it concerns ordinary liquidation, 19, 20 and 21. Art. 14. The compliance report referred to in art. 9, § 1, item I, subitem "b", and in art. 15, item II, of Resolution No. 3.859, of 2010, to be presented by a central credit cooperative or by a confederation of centrals, must address the following topics: I - reasons that support the consistency of the project, as well as commitment to monitor the corresponding execution; II - manifestation regarding the proof of the possibilities of meeting, control, carrying out operations and providing services; III - administrative, economic and financial situation of the applicant cooperative; IV - adequacy of the organizational structure of the applicant cooperative to the technical and administrative standards established in the specific norms of the cooperative system; V - observance of the systemic action guidelines dealt with in art. 21 of Resolution No. 3.859, of 2010; and VI - competition with other credit cooperatives, especially with affiliates of the same central credit cooperative or confederation of centrals. Art. 15. In addition to the documentation specified in art. 13, credit cooperatives must include in the Information System on Entities of Interest of the Central Bank (Unicad) the information necessary for the instruction of processes, in the form of Circular No. 3.180, of 26 February 2003, and send, in the requests relating to authorization for operation, merger, demerger or that involve statutory amendment, an electronic file containing the social statute approved in the corresponding corporate act, in the terms of Circular No. 3.215, of 12 December 2003. Sole paragraph. The Deorf may consider, for the purpose of complying with the provisions of art. 33, caput, of Law No. 4.595, of 1964, the date of insertion of the
election data in Unicad, provided that the documentation relating to the respective election is sent to the Central Bank of Brazil within fifteen days after that date. Art. 16. Deorf is authorized to: I - establish document models for the instruction of processes of interest to credit cooperatives; II - determine effective actions, on the part of the central credit cooperative or the confederation of centrals, to correct and prevent deficiencies of their affiliates regarding the instruction of processes, under the terms of art. 22, § 2, of Resolution No. 3.859, of 2010; III - specify the level of detail of the compliance report, as well as require the addressing of aspects complementary to those established in art. 14 of this circular, with the objective of adapting the report to the complexity of the request presented; and IV - reduce the scope of the studies that compose the project referred to in arts. 4, 6 and 10, § 1, of this circular, as well as waive their presentation, on a case-by-case basis, according to the nature of the cooperative and the extent of the request presented, upon formalization of a reasoned justification and, in the case of cooperatives affiliated with a central credit cooperative or the confederation of centrals, the presentation of the respective compliance report. CHAPTER VIII FINAL PROVISIONS Art. 17. The requests referred to in arts. 4 and 6 of this circular may be archived, upon preliminary examination, when: I - the sponsoring central credit cooperative or confederation of centrals, at the discretion of the Central Bank of Brazil, is not complying with the special duties established in Chapter V of Resolution No. 3.859, of 2010; II - the requesting institution is non-compliant with operational limits; or III - the requesting institution presents irregularities or restrictions in public or private registration and information systems. Sole paragraph. In the case referred to in item III of the caput, the Central Bank of Brazil may analyze the situation of the requester or grant a period for the registration irregularity to be remedied, with a view to assessing the possibility of accepting the request. Art. 18. Information regarding the dates of inauguration, resignation and termination, as well as temporary absences exceeding fifteen days, of the holders of statutory positions in credit cooperatives must be registered in Unicad within five business days counted from the date of the event. Art. 19. Central credit cooperatives and confederations of centrals must include in their internal regulations the requirements and criteria adopted to admit affiliation and proceed with the disaffiliation of credit cooperatives, as well as the strategy for enabling the affiliation of a newly constituted credit cooperative that does not meet possible requirements relating to equity size and organizational structure. Art. 20. Art. 3 of Circular No. 3.180, of 2003, shall come into force with the following wording: "Art. 3 In the
instruction of processes involving the matters listed below, the institutions mentioned in art. 1 must provide to Unicad, in the form of the complementary instructions to Circular No. 3.165, of 2002, the information indicated below, among those enumerated in the annex to this circular: I - financial institutions and other institutions authorized to operate by the Central Bank of Brazil: ....................................................... k) statutory reform involving alteration of the geographic area of operation of a credit cooperative: information No. 29; ................................................ " (NR) Art. 21. The Annex to Circular No. 3.180, of 2003, is added to with item 29, with the following wording: "Annex to Circular No. 3.180, of February 26, 2003 Information to be registered in Unicad ....................................................... 29 - data of the geographic area of operation of the credit cooperative." (NR) Art. 22. Credit cooperatives must include in Unicad the data of their geographic area of operation by May 16, 2011 or on the occasion of the first process instructed with Deorf, whichever occurs first. Art. 23. Circular No. 3.172, of December 30, 2002, does not apply to credit cooperatives. Art. 24. This circular enters into force on the date of its publication. Art. 25. Circulars nos. 3,201, of 20 August 2003, and 3,230, of 25 March 2004, and item II of art. 2 of Circular no. 3,311, of 2 February 2006, are revoked. Brasília, 26 July 2010. Alexandre Antonio Tombini Director Annex to Circular no. 3,502, of 26 July 2010. List of documents and information necessary for the instruction of processes: 1 - formal application formalizing the request for the intended authorization, in the form established by Deorf, signed by the organizers of the project or elected administrators, in the case of societies in formation, or by administrators whose representativeness is recognized by the bylaws of the operating institution; 2 - project, consisting of the documentation referred to in art. 3 of Resolution no. 3,859, of 27 May 2010; 3 - draft of the bylaws to be adopted in the case of approval of the request; 4 - compliance report of the respective central credit cooperative or confederation, observing the provisions of art. 14 of this circular; 5 - document signed by administrators of a guarantee fund, undertaking to accept the membership of the credit cooperative; 6 - compliance report of the unions or associations to which those interested in the constitution of a credit cooperative of entrepreneurs are linked, setting out the reasons justifying approval of the request, as well as the measures to support the installation and operation of the cooperative; 7 - detailed justification for the requested transformation; 8 - complete pages of newspapers containing the publications of the statements of purpose, if applicable; 9 - complete page of a copy of the newspaper in which the notice convening the general meeting was
published, dispensable if the date, the number of the page or sheet of the official gazette or of the private newspaper, as well as the content of said notice, are transcribed in the minutes of the general meeting; 10 - two authentic copies of the minutes of the general meeting or of the public instrument of constitution of the cooperative; 11 - two authentic copies of the corporate act that resolved on the matter; 12 - two authentic copies of the bylaws, when not an integral part of the minutes of the meeting; 13 - subscription list of the founding members, in the regulatory form; 14 - proof of payment to the Central Bank of Brazil of the amount related to the paid-in capital; 15 - two authentic copies of the minutes of the extraordinary general meetings that resolved on merger, incorporation or demerger, of all institutions involved, in the form of law; 16 - two authentic copies of the report of the joint committee referred to in art. 57 or 61, as the case may be, of Law no. 5,764, of 16 December 1971, if it has not been transcribed in the minutes of the meeting that approved it; 17 - substantiated justification for the operation, highlighting the strategic, corporate and economic-financial aspects, if such information is not contained in the report of the joint committee; 18 - one copy of the balance sheet or interim balance sheet as of the base date, of the cooperatives involved in a merger or demerger process, of the cooperatives being incorporated, or of the non-financial confederation in the process of transformation into a credit confederation, accompanied by the respective external audit opinion; 19 - declaration, signed by the elected person, that he meets the legal and regulatory requirements in force, as established in art. 3, caput, of Resolution no. 3,041, 28 November 2002; 20 - authorization, signed by the elected person, to the Federal Revenue Secretariat, for the supply, to the Central Bank of Brazil, of a copy of his Annual Personal Income Tax Adjustment Declarations, as established in art. 3, item I, of Resolution no. 3,041, of 2002; 21 - authorization, signed by the elected person, for the Central Bank of Brazil to have access to information about him contained in any public or private registration and information system, as established in art. 3, item II, of Resolution no. 3,041, of 2002; 22 - justified declaration signed by the legal representatives of the institution, in the form of art. 4, § 1, of Resolution no. 3,041, of 2002, dispensable when dealing with a fiscal council member, liquidator and director or administrative council member with a term in force at the cooperative; 23 - curriculum vitae of the elected persons, dispensable when dealing with a fiscal council member, liquidator and director or administrative council member with a term in force at the cooperative; 24 - copy of the corporate act that elected the current administrators of the confederation of non-financial centrals in the process of transformation
into a credit confederation, filed with the competent public registry.