Circular No. 3683 — Establishes Requirements and Procedures for the Establishment, Authorization to Operate, Control Changes, Corporate Reorganizations, Cancellation of Authorization, and Conditions for Holding Administrative Positions in Payment Institutions

The Collegiate Board of the Central Bank of Brazil, in an extraordinary session held on November 1, 2013, based on the provisions of Articles 6, §§ 1 and 4, and 9 of Law No. 12,865, of October 9, 2013, and considering the provisions of Resolution No. 4,282, of November 4, 2013,

R E S O L V E:

CHAPTER I

ON THE OBJECT AND SCOPE OF APPLICATION

Art. 1. This Circular establishes requirements and procedures for the authorization of establishment and operation, the cancellation of authorization, changes in control, changes in the administrative position structure, changes in the corporate name and headquarters location, corporate reorganizations, conditions for holding administrative positions in payment institutions, and authorization for the provision of payment services by financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

CHAPTER II

ON PAYMENT SERVICE MODALITIES AND ESSENTIAL CONDITIONS FOR THE OPERATION OF PAYMENT INSTITUTIONS

Art. 2. Payment institutions are classified into the following modalities, according to the payment services provided:

I - electronic money issuer: a payment institution that manages a prepaid-type payment account of an end user and provides payment transactions based on electronic money deposited in that account, which may authorize its acceptance and convert such resources into physical or book money, or vice versa;

II - post-paid payment instrument issuer: a payment institution that manages a post-paid-type payment account of a payer end user and provides payment transactions based on that account; and

III - acquirer: a payment institution that, without managing a payment account, enables receivers, natural or legal persons, to accept payment instruments issued by a payment institution or by a financial institution participating in the same payment scheme.

§ 1. For the purposes of item I of the main text, electronic money is considered to be Brazilian Real resources stored in an electronic device or system that allows the end user to make payment transactions.

§ 2. A payment institution may be classified in more than one of the modalities mentioned in items I to III of the main text.

Art. 3. The essential conditions for the operation of payment institutions are:

I - constitution in accordance with current legal and regulatory norms;

II - licensing, issued by a payment scheme operator, for the applicant to integrate one or more payment schemes previously authorized by the Central Bank of Brazil;

III - obtaining authorization to operate; and

IV - permanent observance of minimum paid-in capital limits.

§ 1. The payment institution must be constituted as a limited liability company or a corporation, and its main corporate purpose must include at least one of the activities listed in Article 2, item III, of Resolution No. 4,282, of November 4, 2013.

§ 2. The execution of other activities by the payment institution, in addition to those provided in § 1, is admitted, provided that they aim to enable the provision of payment services or add value to the service provided to the user, at the discretion of the Central Bank of Brazil.

Art. 4. The authorization to operate a payment institution must be requested for one or more of the modalities provided in Article 2, items I to III, according to the payment services to be provided.

CHAPTER III

ON AUTHORIZATIONS FOR THE ESTABLISHMENT AND OPERATION OF PAYMENT INSTITUTIONS

Section I

On the Authorization Process

Subsection I

On the Request

Art. 5. Interested parties wishing to establish a payment institution must file a request with the Central Bank of Brazil, identifying the technically qualified person responsible for leading the project and the organizing group of the institution, accompanied by:

I - draft of the statement of purpose provided for in item I of Article 8;

II - executive summary of the business plan, provided for in Article 8, item II, containing, at minimum, the classification mode(s) of the payment institution according to Article 2, description of the business, the payment scheme(s) it will be part of, indication of the services to be provided, target audience, area of operation, location of the headquarters and any dependencies, short-term goals, and long-term strategic objectives, capital structure, and funding sources, market opportunities that justify the venture, and competitive advantages of the institution to be established;

III - identification of the members of the control group of the payment institution and holders of qualified participation, with their respective equity participations;

IV - declaration mentioned in Article 30, signed by the members of the control group and holders of qualified participation;

V - organizational chart of the economic conglomerate of which the institution will be part, or a declaration that the institution will not be part of a conglomerate, and the identification of direct and indirect controllers;

VI - declarations and documents demonstrating that the members of the control group possess knowledge about the business sector and the segment in which the institution intends to operate, including aspects related to market dynamics, sources of operational resources, management, and risks associated with operations;

VII - document identifying the source of resources to be used in the venture by all members of the control group and all holders of qualified participation;

VIII - authorization, signed by all members of the control group and all holders of qualified participation:

a) to the Brazilian Federal Revenue Secretariat, for the provision to the Central Bank of Brazil of a copy of the income tax return, statement of assets and rights, and debts and real encumbrances, relating to the last three fiscal years; and

b) to the Central Bank of Brazil, for access to personal information contained in any public or private registration system, including police inquiries, judicial or administrative proceedings;

IX - document identifying any foreign authorities that supervise direct or indirect controllers; and

X - other documents provided for in Article 52, item I, letter “a”.

§ 1. Companies exclusively controlled by financial institutions and other institutions authorized to operate by the Central Bank of Brazil must submit the authorization request referred to in the main text accompanied by the documents listed in items II to VIII and X.

§ 2. In the case of shared control, the requirement referred to in item VI of the main text may be met, at the discretion of the Central Bank of Brazil, by a portion of the members of the control group.

Subsection II

On the Interview

Art. 6. After reviewing the documents referenced in Article 5, the Central Bank of Brazil will designate a date, time, and location for a technical interview.

§ 1. During the technical interview, the members of the control group:

I - may be questioned on any topics related to the venture proposal or the applicant group; and

II - may not be replaced by attorneys or representatives.

§ 2. In the case of establishing a payment institution controlled by a legal entity headquartered abroad, the controller or members of the control group may be allowed to be represented, in the technical interview, by an attorney with specific powers who possesses the necessary knowledge for the interview, especially regarding the controller, the control group of the institution, and its holders of qualified participation, as provided in item I of § 1 of this article.

§ 3. The interview may be waived if the venture proposal is sufficiently outlined in the executive summary of the business plan and the future controllers have demonstrated knowledge about the operations the institution intends to perform.

Subsection III

On the Statement of the Central Bank of Brazil

Art. 7. After the technical interview, the Central Bank of Brazil will communicate to the interested parties:

I - a favorable statement regarding the venture proposal, allowing interested parties to proceed with the processing of the application; or

II - the inadequacy of the venture proposal.

§ 1. In the case of item II of the main text, interested parties may, within 30 (thirty) days from the receipt of the communication, resubmit the venture proposal with the necessary adjustments.

§ 2. The request for the establishment of a payment institution will be denied if, upon resubmission as per § 1, the inadequacy persists.

Subsection IV

On Acts for the Establishment of the Legal Entity

Art. 8. Within 60 (sixty) days, from the receipt of the communication of the statement mentioned in item I of Article 7, interested parties must:

I - publish a statement of purpose in accordance with the terms and conditions established in Article 60, in the name of the members of the control group;

II - present a business plan containing the minimum information specified in Article 1 of Annex I of this Circular, which must cover at least the first 5 (five) years of the institution's activity;

III - present a commitment signed by at least one payment scheme operator previously authorized by the Central Bank of Brazil to license the applicant to integrate one or more payment schemes, or the license, if applicable;

IV - present drafts of the corporate acts for the establishment of the legal entity subject to authorization, containing the clauses provided for in § 1 of Article 9 and Article 35;

V - demonstrate that the control group or, individually, each member of the control group, at the discretion of the Central Bank of Brazil, possesses economic and financial capacity compatible with the venture, by presenting, at minimum, audited financial statements or copies of annual income tax adjustment declarations;

VI - be free of restrictions that may, in the judgment of the Central Bank of Brazil, affect the reputation of the controllers and holders of qualified participation, applying, where applicable, the requirements established in Articles 28 and 29; and

VII - complement the processing of the application with the documentation provided for in Article 52, item I, letter “b”.

§ 1. In the case of establishing payment institutions exclusively controlled by financial institutions and other institutions authorized to operate by the Central Bank of Brazil, the presentation of the document mentioned in item I of the main text is waived.

§ 2. The sending of the document mentioned in item III of the main text will be waived when the interested party intends to also operate as a payment scheme operator.

Art. 9. Within 180 (one hundred and eighty) days from the receipt of the favorable statement from the Central Bank of Brazil regarding compliance with the conditions provided in Article 8, interested parties must:

I - formalize the corporate acts for the establishment of the legal entity to be subject to the authorization to operate, taking them, after approval by the Central Bank of Brazil, to filing with the Commercial Registry;

II - implement the organizational structure, including corporate governance structures, business management structures, internal controls, and risk management, the hiring of electronic systems and labor, the acquisition of equipment, and the adoption of all other measures provided for in the business plan necessary for the institution's activities; and

III - submit to the Central Bank of Brazil a request for an inspection to verify the implemented organizational structure.

§ 1. The articles of association or bylaws of the legal entity mentioned in item I of the main text must expressly contain clauses establishing that:

I - until the issuance of the authorization to operate the institution, the performance of any activity is prohibited, especially operations exclusive to payment institutions, permitted only those necessary to comply with the provisions of this article;

II - the company will be governed subsidiarily by Law No. 6,404, of December 15, 1976, as per Article 1.053, sole paragraph, of Law No. 10,406, of January 10, 2002 (Civil Code), when organized as a limited liability company; and

III - in the event of withdrawal or denial of the authorization to operate, the company must, within 30 (thirty) days, be dissolved or change its corporate purpose to an activity not subject to authorization by the Central Bank of Brazil.

§ 2. The legal entity subject to the authorization request will not be considered, for any purposes, as a payment institution until the issuance of the authorization to operate by the Central Bank of Brazil.

§ 3. The corporate acts for the establishment of the legal entity requesting authorization to operate as a payment institution must be submitted to the Central Bank of Brazil, in two authentic copies, within 15 (fifteen) days of their formalization, accompanied by the other documents specified in Article 52, item I, letter “c”.

§ 4. The origin and respective financial movement of the resources used in the initial integration of share capital must be proven by all members of the control group and all holders of qualified participation, through the presentation of documents proving the indicated sources, the operations performed, and the financial movements, including regarding the transfer of resources to the legal entity.

Subsection V

On Inspection

Art. 10. Within 60 (sixty) days from the receipt of the document provided for in item III of the main text of Article 9, the Central Bank of Brazil will conduct an inspection at the institution, in order to evaluate the compatibility between the implemented organizational structure and that provided for in the business plan.

Sole paragraph. If incompatibility is found between the existing organizational structure and that provided for in the business plan, the Central Bank of Brazil will set a deadline for correction, after which, in case of non-compliance, it will deny the request.

Subsection VI

On Authorization to Operate

Art. 11. If compatibility between the implemented structure and the business plan is confirmed, a period of 90 (ninety) days will be granted for interested parties to present documentation proving the adoption of the following measures, with a view to obtaining authorization to operate:

I - amendment of the articles of association or bylaws of the legal entity, in order to adjust its share capital to the amount provided for in the business plan, if applicable;

II - election of administrators;

III - proof of the origin and respective financial movement of the resources used in the integration or increase of capital, by all members of the control group and all holders of qualified participation; and

IV - other documents provided for in Article 52, item I, letter “e”.

Art. 12. Upon verification of compliance with the conditions provided in Article 11, authorization to operate the institution will be issued.

Sole paragraph. Once the authorization referred to in the main text is issued, the institution will be considered to be operating, for the purposes of applying and observing the regulations in force.

Art. 13. The payment institution must, during its first 5 (five) years of activity, demonstrate, in the management report accompanying the semi-annual financial statements, the adequacy of the operations performed with the business plan.

Sole paragraph. If, during the first 5 (five) years of activity, the inadequacy of the operations to the establishment project is verified, the payment institution must present justified explanations, which will be subject to examination by the Central Bank of Brazil, which may establish additional conditions, setting a deadline for their compliance.

Section II

On Authorization to Operate for Payment Institutions in Operation

Art. 14. Payment institutions operating on the date of publication of this Circular must submit to the Central Bank of Brazil:

I - executive summary of the business plan, provided for in item IV of Article 16, containing, at minimum, the classification mode(s) of the payment institution according to Article 2, description of the business, the payment scheme it is part of, indication of the services provided, target audience, area of operation, location of the headquarters and any dependencies, market opportunities that justify the venture, and competitive advantages of the institution;

II - documents provided for in Article 5, items III, IV, V, VIII, and IX;

III - documents provided for in Article 27, § 1, items IV to VI and VIII for administrators with current mandates;

IV - copy of the act electing administrators with current mandates;

V - completed registration form by all administrators with current mandates; and

VI - other documents provided for in Article 52, item II, letter “a”.

Sole paragraph. Companies exclusively controlled by financial institutions and other institutions authorized to operate by the Central Bank of Brazil must submit the authorization request for operation referred to in the main text with the documents listed in items III to V of Article 5 and I and III to VI of this article.

Art. 15. After reviewing the documents mentioned in Article 14, the procedures described in Articles 6 and 7 will be applied.

Art. 16. Within 60 (sixty) days from the receipt of the communication of the statement mentioned in item I of Article 7, interested parties must:

I - submit, prior to filing with the Commercial Registry, two authentic copies of the corporate act related to the bylaws reform or contractual amendment that was carried out to adjust the articles of association or bylaws to the provisions of this Circular, if applicable;

II - present one copy of the consolidated articles of association or bylaws, including any bylaws or contractual amendments made;

III - complement the processing of the application with all documentation provided for in Article 52, item II, letter “b”;

IV - present a business plan containing the minimum information specified in Article 2 of Annex I of this Circular; and

V - present the documents provided for in Article 8, items III, V, and VI.

§ 1. The publication of a statement of purpose by the administrators and the natural or legal persons who make up the control group of the payment institution may also be required, in cases deemed necessary.

§ 2. The articles of association or bylaws mentioned in item II of the main text must expressly contain clauses establishing that:

I - the company's main corporate purpose includes at least one of the activities listed in item III of Article 2 of Resolution No. 4,282, of November 4, 2013; and

II - the company will be governed subsidiarily by Law No. 6,404, of 1976, as per Article 1.053, sole paragraph, of Law No. 10,406, of 2002 (Civil Code), when organized as a limited liability company.

§ 3. Companies exclusively controlled by financial institutions and other institutions authorized to operate by the Central Bank of Brazil are exempt from presenting the documents listed in items V and VI of Article 8.

§ 4. The Central Bank of Brazil may conduct an inspection to verify the organizational structure for the provision of payment services.

Art. 17. Upon verification of compliance with the conditions provided in Article 16, authorization to operate the institution will be issued.

Sole paragraph. The authorization to operate mentioned in the main text is conditional upon the approval of the names of the administrators with current mandates by the Central Bank of Brazil.

CHAPTER IV

ON AUTHORIZATION FOR PAYMENT INSTITUTIONS TO ACT IN A NEW MODALITY

Art. 18. Authorized payment institutions must request authorization when they intend to operate in modalities related to items I to III of Article 2 not provided for in the previously granted authorization.

Art. 19. The institutions mentioned in Article 18 must submit to the Central Bank of Brazil a justified statement of intent and other documents provided for in Article 8, item III, and Article 52, item V.

Sole paragraph. The Central Bank of Brazil may conduct an inspection to verify the organizational structure implemented for the provision of the payment service to be authorized.

Art. 20. A payment institution that wishes to no longer operate in the authorized mode(s) must submit a request to the Central Bank of Brazil requesting the cancellation of the authorization(s) for the relevant mode(s), accompanied by the documents provided for in Article 52, item XII.

CHAPTER V

ON THE TRANSFER OF CONTROL AND CORPORATE REORGANIZATION IN PAYMENT INSTITUTIONS

Art. 21. The transfer of corporate control and any direct or indirect change in the control group, which may imply a change in the group of persons exercising the effective management of the payment institution's business, resulting from:

I - shareholders' or partners' agreements;

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

III - act, isolated or joint, by any person, natural or legal, or group of persons representing a common interest,

are subject to authorization by the Central Bank of Brazil.

§ 1. The provisions of this article do not apply to transfers of corporate control to legal entities where there is no change in the final controllers of the institution.

§ 2. In any of the cases referred to in the main text, the authorization request must be filed with the Central Bank of Brazil within 15 (fifteen) days, counted from the date of the corresponding legal act, purchase and sale contract, donation instrument, partition deed, usufruct contract, or other legal form, and accompanied by a copy of the contract, corporate act, or instrument that formalizes the operation, and with the documents and information provided for in items I, III to VIII of Article 5, item V of Article 8, and item VI of Article 52, pertinent to the new members of the control group.

§ 3. After the Central Bank of Brazil's statement on the draft statement of purposes provided for in Article 5, I, the new members of the control group must arrange for its publication and carry out the procedures provided for in Article 60.

Art. 22. The following are also subject to authorization by the Central Bank of Brazil:

I - merger, spin-off, or incorporation; and

II - corporate transformation.

Sole paragraph. In the cases provided for in this article, authorization requests must be filed with the Central Bank of Brazil within 30 (thirty) days, counted from the date of the respective act or deliberation, accompanied by a justified statement for the operation, highlighting the strategic, corporate, and economic-financial aspects.

Art. 23. In the analysis of the requests referred to in Arts. 21 and 22, interested parties may be summoned to conduct a technical interview and may be required to present complementary documents and comply with other requirements provided for in Arts. 5 to 11.

Art. 24. The following changes in payment institutions must be submitted for authorization by the Central Bank of Brazil:

I - entry of a shareholder or partner with a qualified participation or with rights corresponding to qualified participation;

II - assumption of the status of shareholder or partner holding a qualified participation; and

III - expansion of the qualified participation by a percentage equal to or greater than 15% (fifteen percent) of the institution's capital, cumulatively or not.

§ 1º If, after examining the aspects of the change, any irregularity is found, regularization must be carried out by undoing or alienating the qualified participation.

§ 2º The changes provided for in items I, II, and III of the caput must be submitted to the Central Bank of Brazil within 15 (fifteen) days of their occurrence, by filing a request accompanied by a copy of the contract, corporate act, or instrument supporting the change and the documents provided for in Art. 52, items VII or VIII, as well as the declaration referred to in Art. 30, signed by the holders of qualified participation involved in the change.

CHAPTER VI

OF THE CANCELLATION OF THE AUTHORIZATION FOR OPERATION OF PAYMENT INSTITUTIONS

Art. 25. The cancellation of the authorization for operation at the request of a payment institution is conditioned on the adoption of the following measures:

I - filing of the request with the Central Bank of Brazil, accompanied by a draft of the statement of purpose in the terms and conditions established in Art. 60;

II - publication of the statement of purpose according to the provisions contained in item II of Art. 60, after the Central Bank of Brazil's statement on the draft presented, which may be disclosed by it, using, for this purpose, the means it deems most appropriate;

III - presentation of a corporate act of dissolution or change of corporate object that disqualifies the institution as a payment institution;

IV - presentation of a statement of responsibility, in the form defined by the Central Bank of Brazil; and

V - other documents provided for in Art. 52, item XII.

§ 1º In addition to the requirements established in this article, the applicant must settle all obligations related to the activities exclusive to payment institutions.

§ 2º Interested parties must conclude the processing of the respective file within 30 (thirty) days from the date of filing the request.

§ 3º The provisions of this article do not apply to the extinction of the company resulting from merger, spin-off, or incorporation, provided that the resulting or successor institution is a payment institution authorized to operate by the Central Bank of Brazil.

§ 4º The corporate acts referred to in item III of the caput can only be registered after authorization by the Central Bank of Brazil, observing the procedure provided for in this article.

§ 5º The Central Bank of Brazil, when authorizing the registration of the corporate acts referred to in item III of the caput, will cancel the authorization for operation of the payment institution.

Art. 26. The authorization for operation of the payment institution may be cancelled when it is found, at any time, one or more of the following situations:

I - lack of habitual practice of payment services;

II - operational inactivity;

III - non-location of the institution at the address informed to the Central Bank of Brazil;

IV - interruption, for more than 4 (four) months, without justification, of sending to the Central Bank of Brazil the statements required by current regulation; or

V - non-compliance with the business plan during the first 5 (five) years of operation.

§ 1º The Central Bank of Brazil, prior to the cancellation referred to in the caput, will initiate an administrative proceeding to:

I - disclose to the public, by means it deems most appropriate, its intention to cancel the respective authorization, with a view to the possible presentation of objections within 30 (thirty) days; and

II - notify the institution at the address provided to the Central Bank of Brazil to manifest its position on the intention to cancel.

§ 2º In the case of item III of the caput, or if the interested party cannot be found, the notification referred to in item II of § 1º will be carried out by means of a public notice.

§ 3º Once the cancellation referred to in the caput is effective, the Central Bank of Brazil will communicate the fact to the Board of Trade or the competent registration body.

CHAPTER VII

OF THE POSSESSION AND EXERCISE OF ADMINISTRATIVE POSITIONS IN PAYMENT INSTITUTIONS

Art. 27. The election or appointment to a management position or member of the board of directors in a payment institution must be submitted for approval by the Central Bank of Brazil, within a maximum period of 15 (fifteen) days of its occurrence.

§ 1º The approval requests referred to in the caput must be accompanied by a request addressed to the Central Bank of Brazil, accompanied by the following documentation, as appropriate:

I - full pages of newspaper copies containing the publication of the notice or announcement of the call for the general meeting, as required by law;

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

III - two authentic copies of the instrument of amendment of the bylaws or of the minutes of the meeting or of the partners' assembly;

IV - authorization, signed by the elected or appointed person, to the Federal Revenue Secretariat and to the Central Bank of Brazil, as per Art. 5, item VIII;

V - declaration, signed by the elected or appointed person, referred to in Art. 30;

VI - declaration signed by the institution attesting that the elected or appointed person meets the technical qualification requirement referred to in Art. 31;

VII - full pages of newspapers containing the publications, by the elected or appointed person, of the statement of purpose referred to in Art. 32; and

VIII - curriculum vitae of the elected or appointed person, waived when it concerns:

a) an administrator with a mandate in force in the institution or in another institution part of the financial conglomerate in which it participates, provided that previously approved by the Central Bank of Brazil; or

b) a liquidator of an institution subject to ordinary liquidation regime.

§ 2º In the document referred to in item V of § 1º, the institution must declare that it has conducted research regarding the elected or appointed person in public and private registration and information systems, assuming responsibility for the veracity of the information provided by him.

§ 3º The documents referred to in this article, when signed by the institution, must be countersigned by administrators whose representativeness is recognized by the bylaws or the articles of association.

Art. 28. The conditions for exercising the positions referred to in Art. 27, in addition to other requirements established by legislation and current regulation, are:

I - to have an impeccable reputation;

II - to be a resident in the country, except in the case of a member of the board of directors;

III - not to be barred 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, or sentenced to a criminal penalty that bars, even temporarily, access to public office;

IV - not to be declared ineligible or suspended from exercising positions as fiscal councilor, administration councilor, director, or administrator in payment institutions, financial institutions, and other institutions authorized to operate by the Central Bank of Brazil or entities of supplementary pension, insurance companies, capitalization societies, publicly held companies, or entities subject to the supervision of the Securities and Exchange Commission (CVM);

V - not to be responding to, nor any company of which he is a controller or administrator, to protest of titles, judicial collections, issuance of bad checks, default on obligations, and other occurrences or analogous circumstances;

VI - not to be declared bankrupt or insolvent; and

VII - not to have controlled or administered, in the two years preceding the election or appointment, a firm or company subject to a declaration of insolvency, liquidation, intervention, bankruptcy, or judicial reorganization.

Sole Paragraph. In the cases of elected or appointed persons who do not meet the provisions of items V to VII of the caput, the Central Bank of Brazil may analyze the individual situation of the candidates, with a view to evaluating the possibility of approving their names.

Art. 29. To evaluate the compliance, by the elected or appointed person, with the requirement established in Art. 28, item I, the following situations and occurrences will be considered:

I - criminal process or police inquiry to which the elected or appointed person is responding, or any company of which he is or has been, at the time of the facts, a controller or administrator;

II - judicial or administrative process that has a relationship with the National Financial System; and

III - other situations, occurrences, or circumstances judged relevant by the Central Bank of Brazil.

Sole Paragraph. In the analysis regarding the parameters stipulated in this article, the circumstances of each case will be considered, as well as the context in which the election of the candidates occurred, with the purpose of evaluating the possibility of accepting or refusing their names, in view of the public interest.

Art. 30. Without prejudice to the other documents necessary for the processing of the file, those elected or appointed to the positions referred to in Art. 27 must present to the Central Bank of Brazil a declaration regarding their eventual classification in any of the situations provided for in Arts. 28 and 29.

§ 1º If the elected or appointed person falls into any of the situations provided for in Art. 29, such circumstance must be informed in the declaration referred to in the caput of this article, which must be accompanied by documents that allow assessing the nature and stage of the reported occurrences.

§ 2º The acceptance, by the Central Bank of Brazil, of names for the exercise of the positions referred to in Art. 27 does not exempt the elected or appointed persons, the institution, its controllers, and administrators from responsibility for the veracity of the information provided to the agency.

Art. 31. It is also a condition for exercising the positions referred to in Art. 27 to possess technical qualification compatible with the duties of the position for which they were elected or appointed.

§ 1º The technical qualification mentioned in the caput must be proven based on academic training, professional experience, or other factors judged relevant, through documents and a declaration signed by the payment institutions, submitted for evaluation by the Central Bank of Brazil concurrently with the documentation provided for in Art. 30 and the authorization mentioned in Art. 27, item IV.

§ 2º The declaration referred to in § 1º is waived in the case of an administrator with a mandate in force in the payment institution itself or, if applicable, in another institution part of a financial conglomerate in which it participates, provided that previously approved by the Central Bank of Brazil, unless otherwise determined.

Art. 32. A statement of purpose must be published, with a view to the exercise of positions referred to in Art. 27, regarding the elected or appointed persons.

Sole Paragraph. The statement of purpose referred to in the caput must be prepared in observance of the provisions of Art. 60.

Art. 33. The temporary removal of occupants of the positions referred to in Art. 27, determined during the course of a proceeding instituted in accordance with current legislation, does not exclude the removed person from the scope of the prohibitions applicable to those in office.

Art. 34. The Central Bank of Brazil will disclose the names of the elected or appointed persons accepted by it, using, for this purpose, the means it deems most appropriate.

Art. 35. The articles of association of payment institutions constituted in the form of limited liability companies must contain clauses specifying that:

I - the term of office of the occupants of administrative positions cannot exceed 3 (three) years, reelection being permitted; and

II - the term of office of the occupants of administrative positions will extend until the assumption of office by their substitutes.

Sole Paragraph. Payment institutions that, on the date of publication of this Circular, do not have the clause referred to in the caput in their bylaws or articles of association must arrange for the inclusion of such provision in the first contractual amendment.

Art. 36. If the name of an elected or appointed person for the positions referred to in Art. 27 is rejected by the Central Bank of Brazil, the payment institution must, within 30 (thirty) days from the date the decision of denial becomes final, carry out the election or appointment of the substitute for the unapproved name.

Art. 37. Information regarding the dates of assumption, resignation, and removal, as well as temporary removals exceeding 15 (fifteen) days, of the occupants of the positions referred to in Art. 27 in payment institutions must be communicated to the Central Bank of Brazil, within a maximum period of 5 (five) business days from the date of the event.

CHAPTER VIII

OF THE CAPITAL AND EQUITY OF PAYMENT INSTITUTIONS

Art. 38. Payment institutions authorized to operate by the Central Bank of Brazil must fully pay an initial capital of R$ 2,000,000.00 (two million reais) for each of the modalities of payment institutions provided for in Art. 2º.

Art. 39. The initial capital of payment institutions must be fully paid in current currency.

Art. 40. The alteration of the value of the share capital depends on authorization by the Central Bank of Brazil.

§ 1º The request referred to in the caput must be filed accompanied by the documents listed in Art. 52, item XIII.

§ 2º The Central Bank of Brazil may require proof of the origin and the respective financial movement of the resources used in the increase of the share capital in current currency.

Art. 41. Capital increases that are not made in current currency can only be fully paid with profits or reserves, and capitalization with resources from asset valuation adjustments is prohibited.

Sole Paragraph. The capital increases mentioned in the caput are independent of the authorization provided for in Art. 40.

Art. 42. While the legal entity applying for authorization to operate as a payment institution maintains in its bylaws or articles of association the restrictive clause mentioned in Art. 9º, § 1º, item I, its fully paid capital may be restricted to the amount sufficient to adopt the measures for implementing the organizational structure and the other measures provided for in the business plan and necessary for the institution's activities.

CHAPTER IX

OF THE AUTHORIZATION FOR THE PROVISION OF PAYMENT SERVICES BY FINANCIAL INSTITUTIONS AND OTHER INSTITUTIONS AUTHORIZED TO OPERATE BY THE CENTRAL BANK OF BRAZIL

Section I

Of the Authorization Process

Art. 43. The provision of the services referred to in items I to III of Art. 2º by commercial banks, multiple banks with commercial portfolio, and savings banks is independent of authorization by the Central Bank of Brazil.

Sole Paragraph. Financial institutions not listed in the caput and other institutions authorized to operate by the Central Bank of Brazil that intend to provide payment services must request authorization to operate in one or more of the modalities provided for in Art. 2º, items I to III, according to the services to be provided.

Art. 44. The requests referred to in the sole paragraph of Art. 43 must be filed with the Central Bank of Brazil, identifying the technically qualified person responsible for leading the project, accompanied by the executive summary of the business plan referred to in Art. 2º of Annex I of this Circular and:

I - the documents listed in Arts. 5, item VI, and 52, item III, letter “a”, in the case of financial institutions and other institutions authorized to operate by the Central Bank of Brazil interested in starting the provision of payment services provided for in Art. 2º, items I to III; and

II - the documents provided for in Art. 52, item IV, letter “a”, in the case of financial institutions and other institutions authorized to operate by the Central Bank of Brazil that, on the date of publication of this Circular, provide the payment services provided for in Art. 2º, items I to III.

Sole Paragraph. The executive summary referred to in the caput must contain, at minimum, the service modality(ies) of payment according to Art. 2º of this Circular, description of the business, the payment arrangement(s) of which it is or is part, indication of the services provided, target audience, area of operation, short-term goals, and long-term strategic objectives, capital structure and financing sources, market opportunities that justify the undertaking, and competitive differentials of the institution.

Art. 45. After the examination of the documents mentioned in Art. 44, the procedures described in Arts. 6 and 7 will be applied.

Art. 46. Within 60 (sixty) days from the receipt of the communication of the decision referred to in item I of Art. 7, interested parties must:

I - present a business plan;

II - present a commitment signed by at least one payment arrangement issuer previously authorized by the Central Bank of Brazil to license the applicant to adhere to one or more payment arrangements, or the license, if applicable; and

III - complement the processing of the file with all the documentation provided for in Art. 52, item III, letter “b”, in the case of the institutions mentioned in item I of Art. 44, or documentation provided for in Art. 52, item IV, letter “b”, in the case of the institutions mentioned in item II of Art. 44.

§ 1º The business plan mentioned in item I of the caput of this article must contain the minimum information discriminated in Art. 2º of Annex I of this Circular.

§ 2º The sending of the document mentioned in item II of the caput of this article is waived when the interested party also intends to operate as a payment arrangement issuer.

§ 3º The Central Bank of Brazil may conduct an inspection to verify the organizational structure implemented for the provision of payment services.

Art. 47. Once compliance with the conditions provided for in Art. 46 is verified, the authorization to provide payment services in the requested modality will be issued.

Art. 48. In case of withdrawal or denial of the request for authorization to provide payment services, the institutions mentioned in item II of Art. 44 must cease the provision of the services related to items I to III of Art. 2º, within 30 (thirty) days of the decision.

Art. 49. The institutions mentioned in the sole paragraph of Art. 43 must request authorization when they intend to operate in a modality related to items I to III of Art. 2º not provided for in the previously granted authorization.

§ 1º The request mentioned in the caput must be presented to the Central Bank of Brazil accompanied by a reasoned justification of the claim and the other documents provided for in Art. 52, item V.

§ 2º The Central Bank of Brazil may conduct an inspection to verify the organizational structure implemented for the provision of payment activities in the requested modality.

§ 3º Once compliance with the conditions provided for in this article is verified, the authorization to provide payment services in the requested modality will be issued.

Section II

Of the Cancellation of Authorization

Art. 50. The cancellation of the authorization to provide payment services at the request of the institutions mentioned in the sole paragraph of Art. 43 is conditioned on the adoption of the following measures:

I - filing of the request with the Central Bank of Brazil;

II - presentation of a statement of responsibility, in the form defined by the Central Bank of Brazil; and

III - declaration of settlement of all obligations related to the payment services of the corresponding modality.

Section III

Of Capital

Art. 51. The institutions mentioned in the sole paragraph of Art. 43, in addition to the initial capital required by current regulation, must fully pay the amount of capital set forth in Art. 38, for each of the payment service modalities provided for in items I to III of Art. 2º.

CHAPTER X

OF THE DOCUMENTS FOR PROCESSING

Art. 52. The processes related to the matters regulated by this Circular must be processed, as appropriate, by presenting, to the Central Bank of Brazil, the documents and information indicated below, contained in the List of Documents and Information Necessary for Processing, in Annex II to this Circular:

I - authorization for operation of a payment institution:

a) proposal of the undertaking: documents 1 to 14. In the case of companies controlled exclusively by financial institutions and other institutions authorized to operate by the Central Bank of Brazil: documents 1 to 3, 5, 6, and 8 to 14;

b) constitution: documents 1, 15 to 21 and 42. In the case of companies controlled exclusively by financial institutions and other institutions authorized to operate by the Central Bank of Brazil: documents 1, 16 to 21 and 42;

c) approval of constitutive acts: documents 1, 22 to 26, 29 and 41;

d) request for inspection: document 1; and

e) authorization for operation: documents 1, 22, 23, 27, 43, and, if there is an increase in share capital, documents 24, 25, 28, 29 and 41;

II - authorization for payment institutions in operation:

a) preliminary information of the undertaking: documents 1, 2, 5 to 10, 13, 14, 27 and 37. In the case of companies controlled exclusively by financial institutions and other institutions authorized to operate by the Central Bank of Brazil: documents 1, 2, 5, 6, 8 to 10, 13, 14, 27 and 37; and

b) authorization for operation: documents 1, 16, 18, 19, 21 to 23, 37, 41 and 43, and, if there is an increase in share capital, documents 24, 25, 28 and 29. In the case of companies controlled exclusively by financial institutions and other institutions authorized to operate by the Central Bank of Brazil: documents 1, 16, 21 to 23, 27, 37, 41 and 43, and, if there is an increase in share capital, documents 24, 25, 28 and 29;

III - authorization for institutions mentioned in item I of Art. 44 to provide the payment services related to items I to III of Art. 2º:

a) proposal of the undertaking: documents 1, 2, 5 and 11; and

b) authorization for provision of services: documents 1, 16 and 42 or 43;

IV - authorization for institutions mentioned in item II of Art. 44 that provide the payment services related to items I to III of Art. 2º:

a) preliminary information of the undertaking: documents 1, 2 and 5; and

b) authorization for provision of services: documents 1, 16 and 43;

V - authorization to operate in a new modality: documents 1, 22, 23, 31 and 42 or 43;

VI - transfer or change of control: documents 1, 4, 6, 8 to 15, 18 to 21, 29, 30 and 41;

VII - acquisition of qualified participation: documents 1, 6, 8, 13, 14, 29, 30 and 41;

VIII - expansion of qualified participation: documents 1, 29, 30 and 41;

IX - cancellation of authorization to operate in an authorized modality: documents 1, 22, 23, 31 and 32;

X - merger, spin-off or incorporation: documents 1, 9, 22, 31, 33 to 35 and 41;

XI - corporate transformation: documents 1, 20, 22, 23, 25, 31 and 41;

XII - cancellation of authorization to operate at the request of the institution: documents 1, 4, 15, 22, 23, 32, 36, 38 and 40;

XIII - change in the amount of share capital: documents 28, 41 and, at the discretion of the Central Bank of Brazil, document 29, and additionally, in the case of capital reduction, document 31;

XIV - statutory reform or contractual amendment relating to the change in the structure of administrative positions: documents 1, 22 and 23;

XV - transfer of registered office to another municipality: documents 1, 22, 23 and 44;

XVI - change of corporate name: documents 1, 22, 23, 41, including the new corporate name, and document 39; and

Art. 53. The Central Bank of Brazil shall establish models of documents to support processes related to the matters governed by this Circular.

CHAPTER XI

GENERAL PROVISIONS

Art. 54. Payment institutions must include in the System of Information on Entities of Interest to the Central Bank (Unicad) the information necessary to support processes as defined by the Central Bank of Brazil and submit the bylaws or articles of association in the form of Circular No. 3,215, of December 12, 2003.

Art. 55. In the examination of processes governed by this Circular, additional documents and information deemed necessary may be required, and members of the controlling group, holders of qualified participation, and designated administrators of the payment institution may be summoned for interviews, in order to obtain full conditions for the analysis of the matter.

Art. 56. The Central Bank of Brazil, in the analysis of the processes covered by this Circular, considering the circumstances of each concrete case and the context of the facts, may exceptionally, and in the face of duly justified public interest, dispense with compliance with the conditions established for entry into the controlling group of payment institutions or for holding administrative positions in payment institutions.

Art. 57. The maximum period for the instruction of processes, when not specified, is 30 (thirty) days, counted from the date of the corporate resolution or formalization of the operation.

Art. 58. Changes in the capital composition of payment institutions must be communicated to the Central Bank of Brazil within 15 (fifteen) days of their occurrence, in accordance with current regulations, except those resulting from the matters mentioned in Chapter V.

Art. 59. For the purposes of this Circular, the following are considered:

I - controlling group: a person, or group of persons linked by a voting agreement or under common control, that holds shareholder rights corresponding to the majority of the voting capital of a corporation or at least 75% (seventy-five percent) of the share capital of a limited liability company; and

II - qualified participation: the direct or indirect participation held by natural or legal persons, equivalent to 15% (fifteen percent) or more of shares or quotas representing the total capital.

§ 1º In cases where the control of the company is not identified according to the criteria mentioned in item I of the caput, the Central Bank of Brazil may use other elements to identify the controlling group.

§ 2º In the case of undefined control by share participation, represented by the absence of a single shareholder with more than 50% (fifty percent) of the voting capital, in the case of a corporation, or of a single quota holder with 75% (seventy-five percent) or more of the share capital, in the case of a limited liability company, the members of the controlling group must present a draft shareholders' or quota holders' agreement involving all levels of share participation, with the purpose of defining the exercise of control power, which must include a clause of precedence of said agreement over any other not submitted to the appreciation of the Central Bank of Brazil.

Art. 60. The purpose declaration referred to in this Circular must be:

I - prepared according to models published by the Central Bank of Brazil and, in the cases of the declarations referred to in Art. 5, item I, and Art. 21, § 2º, presented previously 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 or equivalent section of a newspaper of large circulation:

a) in the localities of the headquarters and domicile of the controllers, in the case of the declarations referred to in Art. 5, item I, and Art. 21, § 2º, citing the process number provided at the time of registration of the request, observing the provisions of § 1º of this article; and

b) in the localities of the headquarters and domicile of the administrators, in the case of the declaration referred to in Art. 32; and

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 publication dates.

§ 1º In the case of cancellation of the authorization to operate, the publication of the purpose declaration must also be carried out in a newspaper of large circulation in the localities of the other dependencies of the payment institution, whether 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 are already part of the controlling group of a payment institution or financial institutions or other institutions authorized to operate by the Central Bank of Brazil, except for microentrepreneur credit companies and small business companies, in processes related to the establishment and authorization to operate or transfer of corporate control; and

II - those elected or appointed to administrative positions in payment institutions whose names have previously been approved for said positions in payment institutions, 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 companies; and

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

§ 3º The period for presenting objections by the public to the Central Bank of Brazil resulting from the publication of the purpose declaration shall be thirty days, counted from the date of disclosure of the respective Notice.

§ 4º The Central Bank of Brazil may determine the republication of the purpose declaration if it considers that the newspaper in which it was originally published does not meet the objective of disclosure.

§ 5º The Central Bank of Brazil may adopt the following measures regarding purpose declarations:

a) determine their publication, in the occurrence of situations for which the same was waived or there is no specific provision; and

b) proceed with their disclosure by any means.

Art. 61. Authorization requests referred to in this Circular may be denied if:

I - a circumstance that may affect the reputation of the administrators, members of the controlling group, and holders of qualified participation is verified; or

II - falsity in the declarations or documents presented in the instruction of the process is verified.

Sole paragraph. In the cases mentioned in items I and II of the caput, a period may be granted to remedy any irregularities found, or, if applicable, to present justifications.

Art. 62. Verified, at any time, falsity in the declarations or documents presented in the instruction of the processes provided for in this Circular and considering the relevance of the facts omitted or distorted, based on the circumstances of each case and public interest, the Central Bank of Brazil may:

I - in the case of processes for authorization for establishment and operation, review the decision that authorized the operation of the institution;

II - in the case of change of control, corporate reorganization, or acquisition of qualified participation, determine that the operation be regularized; and

III - in the case of election or appointment to exercise an administrative position in the institution, review the decision that approved the election or appointment.

§ 1º In the hypotheses described in the caput, an administrative process will be initiated, notifying the interested party at the address provided to the Central Bank of Brazil to manifest regarding the irregularity found.

§ 2º The interested party will be notified by public notice, if not found at the address provided to the Central Bank of Brazil.

§ 3º The measures provided for in this article may also be adopted if circumstances pre-existing or subsequent to the election or appointment that may affect the reputation of those elected or appointed to administrative positions are found, at any time.

§ 4º The relevant registration body will be notified of the measure adopted by the Central Bank of Brazil.

Art. 63. Requests related to the matters governed by this Circular may be archived when:

I - there is non-compliance with any of the deadlines provided for in the regulation; or

II - requests for presentation of additional documents, provision of information, appearance for technical interviews, or other requests related to the process are not met within the specified period.

Art. 64. In the event of withdrawal or denial of the authorization to operate request, the company must, within a period of up to 30 (thirty) days, be dissolved or change its corporate object to an activity not subject to authorization by the Central Bank of Brazil.

§ 1º In the hypotheses provided for in the caput of this article, the respective corporate acts must be submitted to the Central Bank of Brazil within a period of up to 15 (fifteen) days after their realization.

§ 2º In the event of non-compliance with the provisions of § 1º, the Central Bank of Brazil may disclose, by the means it deems appropriate, the withdrawal or denial of the request.

CHAPTER XII

FINAL PROVISIONS

Art. 65. Payment institutions, financial institutions, and other institutions authorized to operate by the Central Bank of Brazil that adhere to a new payment arrangement, maintaining the previously authorized payment service modality, or that withdraw from a payment arrangement with which they had a contractual link, must communicate the fact to the Central Bank of Brazil and, in the case of adherence, present the license granted by the initiator of the payment arrangement.

Art. 66. Payment institutions in operation on the date of publication of this Circular and the institutions mentioned in item II of Art. 44 must file the request for authorization to operate within 90 (ninety) days counted from the entry into force of this Circular.

Art. 67. This Circular enters into force 180 (one hundred and eighty) days after the date of its publication.

Luiz Edson Feltrim
Deputy Director of Regulation

Sidnei Corrêa Marques
Director of Organization of the Financial System and Control of Rural Credit Operations

ANNEX I TO CIRCULAR NO. 3,683, OF NOVEMBER 4, 2013

BUSINESS PLAN REGULATIONS

Art. 1º The business plan referred to in Art. 8, item II, of this Circular must include, at minimum:

I - indication of the payment arrangement whose initiator has formalized a document accepting its participation;

II - indication of the modality(ies), referred to in Art. 2 of this Circular, in which it operates;

III - discrimination of the activities and payment services to be provided;

IV - own corporate composition and of the economic group to which the institution belongs, explicitly stating, at all levels of participation, the members of the controlling group, the holders of qualified participation, the foreign participants, if any, as well as the respective quantities and types of shares or quotas held, until it is evident who the final controllers are;

V - economic-financial feasibility study of the project containing, at minimum:

a) economic premises of the project;

b) projection, prepared on a monthly basis, of the financial statements and cash flow;

c) capital structure and financing sources;

d) estimate of the discount rate, calculated based on a widely accepted methodology for calculating the cost of equity capital;

e) calculation of the Net Present Value (NPV) of the project based on the Cash Flow Available to Shareholders; and

f) description of the critical variables for the success of the venture, as well as the construction of three scenarios (base, conservative, and ideal), in which it is possible to verify the impact generated by changes in these variables on the results obtained;

VI - marketing plan; and

VII - technical-operational plan.

§ 1º The marketing plan mentioned in item VI of the caput must include the following topics, at minimum:

I - strategic objectives of the venture;

II - description of the market in which the institution intends to operate, including the risks existing therein and those resulting from eventual business concentration;

III - target audience;

IV - main products and services to be offered;

V - competition analysis; and

VI - technologies to be used in product placement and sizing of the service structure.

§ 2º The technical-operational plan mentioned in item VII of the caput must include, at minimum:

I - the organization chart of the institution and the personnel policy;

II - the relationship that the institution intends to maintain with other natural or legal persons that make up the economic group to which it belongs;

III - all operational processes related to the activities of the payment institution, including those performed by third parties, including general flowchart and flowchart of each process;

IV - the physical and technological infrastructure that will support its operations, including the action of third parties as agents of the payment institution;

V - the contract with the clearing and settlement system for settlement of transactions within the payment arrangement, when applicable;

VI - documentation that evidences the technical-operational capacity of the payment institution, including tests performed for licensing of the institution, when required by the initiator of the payment arrangement;

VII - corporate governance standards and the business management structure;

VIII – internal controls and structure to be used in risk management;

IX - the structure provided to meet the requirements of the Central Bank of Brazil regarding the provision of information for statistical and supervisory purposes and the disclosure of financial statements in the established standards;

X - indication of the systems, procedures, and controls to be used for detection and prevention of operations whose characteristics may indicate the existence of the crimes of "money laundering" or concealment of assets, rights, and values typified in Law No. 9,613, of March 3, 1998; and

XI - business continuity plans to be adopted, addressing, at minimum, the following items:

a) line of responsibility for business continuity, collectively linking the administrators of the entity;

b) description of critical scenarios to be included in the approach to business continuity management, which must include situations of severe operational rupture, which impose a substantial risk to the operational continuity of the entity;

c) description of recovery objectives, which take into account the risk imposed by the entity on the fluidity of retail payments in the country;

d) description of communication procedures with internal and external participants, in cases of severe rupture situations; and

e) description of procedures to periodically test the business continuity plan, as well as its improvement based on the evaluation of the results of these tests.

Art. 2º Payment institutions in operation on the date of entry into force of this Circular must present a business plan, referred to in Art. 16, item IV, of this Circular, including, at minimum:

I - indication of the payment arrangement whose initiator has formalized a document accepting its participation;

II - indication of the modality(ies), referred to in Art. 2 of this Circular, in which it operates;

III - discriminate the activities and payment services provided;

IV - own corporate composition and of the economic group to which the institution belongs, explicitly stating, at all levels of participation, the members of the controlling group, the holders of qualified participation, the foreign participants, if any, as well as the respective quantities and types of shares or quotas held, until it is evident who the final controllers are;

V - description of the market in which it operates; and

VI - description of the technical-operational structure.

§ 1º The description of the market in which it operates mentioned in item V of the caput must include the following topics, at minimum:

I - target audience;

II - main products and services offered;

III - competition analysis; and

IV - technologies used in product placement and service structure.

§ 2º The description of the technical-operational structure mentioned in item VI of the caput must include, at minimum:

I - the organization chart of the institution and the personnel policy;

II - the operational processes related to the activities of the payment institution, including those performed by third parties, including general flowchart and flowchart of each process;

III - the physical and technological infrastructure that supports its operations, including the action of third parties as agents of the payment institution;

IV - the contract with the clearing and settlement system for settlement of transactions within the payment arrangement, when applicable;

V - corporate governance standards and the business management structure;

VI - internal controls and structure to be used in risk management;

VII - the structure provided to meet the requirements of the Central Bank of Brazil regarding the provision of information for statistical and supervisory purposes and the disclosure of financial statements in the established standards;

VIII - indication of the systems, procedures, and controls used for detection and prevention of operations whose characteristics may indicate the existence of the crimes of "money laundering" or concealment of assets, rights, and values typified in Law No. 9,613, of 1998; and

IX - business continuity plans to be adopted, addressing, at minimum, the following items:

a) line of responsibility for business continuity, collectively linking the administrators of the entity;

b) description of critical scenarios to be included in the approach to business continuity management, which must include situations of severe operational rupture, which impose a substantial risk to the operational continuity of the entity;

c) description of recovery objectives, which take into account the risk imposed by the entity on the fluidity of retail payments in the country;

d) description of communication procedures with internal and external participants, in cases of severe rupture situations; and

e) description of procedures to periodically test the business continuity plan, as well as its improvement based on the evaluation of the results of these tests.

ANNEX II TO CIRCULAR NO. 3,683, OF NOVEMBER 4, 2013

LIST OF DOCUMENTS AND INFORMATION NECESSARY FOR PROCESS INSTRUCTION

1 - petition signed by the controllers, in the case of companies in formation, or by administrators whose representativeness is recognized by the bylaws, articles of association, or equivalent document, in the case of an institution in operation;

2 - indication of the person responsible for leading the project before the Central Bank of Brazil;

3 - identification of the members of the organizing group, which must include representatives of the future controlling group and the future holders of qualified participation;

4 - draft of the purpose declaration;

5 - executive summary of the business plan;

6 - identification of the members of the controlling group and the holders of qualified participation, with their respective shareholdings;

7 - registration form filled out by all members of the controlling group and by all holders of qualified participation, if entering the National Financial System;

8 - declaration referred to in Art. 30 of this Circular;

9 - complete organization 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 headquarters is located, and respective percentages of voting and total capital held, or declaration that the institution does not belong to an economic conglomerate;

10 - indication of the form by which the corporate control of the institution will be exercised;

11 - declarations and documents that prove that the members of the controlling group have knowledge about the business branch and the segment in which the institution intends to operate;

12 - identification of the origin of the resources to be used in the operation;

13 - authorization, signed by the controllers and holders of qualified participation, to the Federal Revenue Secretariat of Brazil for the provision to the Central Bank of Brazil of the Annual Income Tax Adjustment Declaration – Individual or the Economic-Fiscal Information Declaration of the Legal Person, as applicable, relative to the last three fiscal years, for exclusive use in the respective authorization process;

14 - authorization, signed by the controllers and holders of qualified participation, to the Central Bank of Brazil for access to information about them in any public or private registration and information system, including judicial or administrative processes and police inquiries, for exclusive use in the respective authorization process;

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

16 - business plan meeting the requirements established in Art. 1º or 2º of Annex I to this Circular, as applicable;

17 - drafts of corporate acts for the establishment of the legal entity, when applicable;

18 - copy of the balance sheet of the last three fiscal years of the controlling legal entities – except when it is an institution authorized to operate by the Central Bank of Brazil –, audited by an independent auditor duly registered with the CVM, or equivalent document, in the case of a legal entity headquartered abroad;

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19 - copy of Annual Income Tax Adjustment Declarations – Individual Income Tax, from the controlling natural persons, directly or indirectly, referring to the last three fiscal years, with proof of submission to the Brazilian Federal Revenue Secretariat, or equivalent document, in the case of residents abroad, which evidences the annual income earned and a list of assets, rights, and liabilities of the natural person, with their respective values;

20 - copy or draft of a shareholders' or partners' agreement involving all levels of corporate participation, which must include a clause establishing precedence over any other not submitted to the approval of the Central Bank of Brazil, or a declaration of its non-existence;

21 - copy of the usufruct agreement relating to the corporate participations of the controllers involving all levels of corporate participation, or a declaration of its non-existence;

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

23 - two authentic copies of the corporate acts that deliberated on the subject, where applicable;

24 - subscription list, in the regulatory format;

25 - proof of registration of the issuance of shares with the CVM (Securities and Exchange Commission of Brazil), when it concerns the constitution of a company by public subscription, transformation into an open company, or capital increase by public subscription;

26 - proof of bank deposit of the amount related to the initial social capital subscription;

27 - copy of a shareholders' or partners' agreement involving all levels of corporate participation, or a declaration of its non-existence;

28 - proof of bank deposit of the amount related to the subscription of the social capital increase;

29 - proof of the origin and respective financial movement of the resources used in the operation;

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

31 - reasoned justification for the intended operation, highlighting strategic, corporate, and economic-financial aspects;

32 - declaration that all passive operations specific to the original institution have been settled;

33 - two authentic copies of the corporate acts of the involved institutions that deliberated on the merger/spin-off/incorporation and the appointment of experts for asset valuation, in accordance with the law;

34 - two authentic copies of the minutes of the debenture holders' assembly that approved the merger/spin-off/incorporation, or a document proving that the rights of debenture holders were secured, when the involved company is an issuer of debentures in circulation;

35 - two authentic copies of the protocol and justification and the valuation reports of the appointed experts, if they have not been transcribed in the corporate acts, and one copy of the balance sheet/asset statement on the base date, accompanied by the respective report from an independent auditor duly registered with the CVM;

36 - declaration of responsibility;

37 - one copy of the consolidated articles of association or social contract;

38 - information on the measures to be adopted regarding third-party funds, if applicable;

39 - reasoned justification for the change of corporate name, with an analysis of any potential impacts of this change on customer relationships and a plan for the disclosure of the new name;

40 - in the case of an institution holding a Bank Reserves account of optional ownership or a Settlement Account, a copy of the correspondence sent to the Department of Banking Operations and Payment Systems (Deban), requesting the closure of the said account;

41 - map of the institution's capital composition and the legal entities participating in it (Capef document – “Capital Composition”, model Cadoc 38029-8), in accordance with current regulations;

42 - commitment made by at least one payment arrangement initiator previously authorized by the Central Bank of Brazil to license the proponent to integrate one or more payment arrangements;

43 - licensing, issued by a payment arrangement initiator, for the proponent to integrate one or more payment arrangements previously authorized by the Central Bank of Brazil; and

44 - reasoned justification for the transfer of the corporate headquarters to another municipality, with an analysis of any potential impacts of this transfer on the organizational structure and customer relationships.