Circular No. 3689 — Regulates Foreign Capital in Brazil and Brazilian Capital Abroad

The Collegiate Board of the Central Bank of Brazil, in a session held on December 12, 2013, based on the provisions of Articles 10 and 11 of Law No. 4,595, of December 31, 1964, Article 65, paragraph 2, of Law No. 9,069, of June 29, 1995, Decree No. 55,762, of February 17, 1965, Decree No. 93,872, of December 23, 1986, Article 16, item III, of Resolution No. 2,901, of October 31, 2001, Article 6 of Resolution No. 3,312, of August 31, 2005, Article 38 of Resolution No. 3,568, of May 29, 2008, Article 10 of Resolution No. 3,844, of March 23, 2010, Articles 2, paragraph 2, and 11 of Resolution No. 3,854, of May 27, 2010, and Article 4 of Resolution No. 4,033, of November 30, 2011, in view of the provisions of Law No. 4,131, of September 3, 1962, and Provisional Measure No. 2,224, of September 4, 2001,

R E S O L V E:

TITLE I

BRAZILIAN CAPITALS ABROAD

CHAPTER I

GENERAL PROVISIONS

Art. 1 Financial institutions and other institutions authorized to operate by the Central Bank of Brazil, authorized to operate in the foreign exchange market, may process, through a bank authorized to operate in the foreign exchange market, transfers abroad in national currency and foreign currency for the benefit of individuals or legal entities residing, domiciled, or headquartered in the country, provided that, for the application of the modalities treated in this title, they observe the specific provisions of each chapter.

Sole paragraph. The following also applies to the transfers referred to in the caput:

I - financial transfers related to investments abroad by financial institutions and other institutions authorized to operate by the Central Bank of Brazil must observe specific regulation;

II - investment funds may make transfers to and from abroad related to their investments outside the country, in compliance with the regulation issued by the Securities and Exchange Commission (CVM) and the foreign exchange rules issued by the Central Bank of Brazil;

III - financial transfers related to investments abroad by complementary pension entities must observe specific regulation.

Art. 2 Payments and receipts related to the operations covered by this title, when in national currency, must be made through movement in a current account, in the country, held by an individual or legal entity residing, domiciled, or headquartered abroad, maintained and operated in accordance with the legislation and regulation in force.

Art. 3 Individuals and legal entities residing, domiciled, or headquartered in Brazil, who possess funds of any nature, currency assets, goods, and rights outside the national territory, must declare them to the Central Bank of Brazil, in the manner, periodicity, and conditions established by it.

Art. 4 The reinvestment, including in other assets, of resources transferred for the purpose of investments, as well as the earnings obtained abroad, is permitted, provided that the purposes allowed in the relevant regulation are observed.

Art. 5 Without prejudice to the regulation in force on the matter, investors residing, domiciled, or headquartered in the country must keep the documents supporting the remittances made, duly formalized with perfect identification of all signatories, available to the Central Bank of Brazil for a period of five years.

Art. 6 The operations covered by this title must be carried out based on documents that prove the legality and economic basis of the operation, as well as the observance of applicable tax aspects, with the intervening institution responsible for verifying the faithful compliance with these conditions, keeping the respective documentation in the operation file, in accordance with the regulation in force.

CHAPTER II

AVAILABILITIES ABROAD

Art. 7 Financial institutions and other institutions authorized to operate by the Central Bank of Brazil, authorized to operate in the foreign exchange market, may process, through a bank authorized to operate in the foreign exchange market, transfers abroad by an individual or legal entity, residing, domiciled, or headquartered in the country, for the establishment of availability abroad.

Art. 8 For the purposes of the provisions of this chapter, "availability abroad" is the maintenance by an individual or legal entity, residing, domiciled, or headquartered in the country, of funds in an account maintained in their own name at a financial institution abroad.

Sole paragraph. When carrying out transfers intended to establish availabilities abroad, the account number and the name of the depositary institution abroad must be informed in the "Other specifications" field of the foreign exchange contract.

Art. 9 The portion of foreign currency funds maintained abroad related to receipts from Brazilian exports of goods and services, carried out by individuals or legal entities, can only be used to carry out investments, financial applications, or payment of obligations specific to the exporter, prohibiting the making of loans or loans of any nature.

Art. 10 The foreign currency availabilities of banks authorized to operate in the foreign exchange market may be the object of investment abroad, considered as follows:

I - the institution's own foreign exchange position;

II - the balances observed in current accounts in foreign currency in the country, opened and operated in conformity with the legislation and regulation in force; and

III - other foreign currency resources in an account abroad of the institution itself, including those received in payment of Brazilian exports.

§ 1 The investments referred to in the caput must be limited to the following modalities:

I - bonds issued by the Brazilian government;

II - sovereign debt bonds issued by foreign governments;

III - bonds issued or guaranteed by a financial institution; and

IV - time deposits at a financial institution.

§ 2 In the investments treated in this article, banks must adequately manage the assets, liquidity, and risks associated with the operations, as well as fulfill their commitments and attend to the interest of clients.

CHAPTER III

BRAZILIAN INVESTMENTS ABROAD

Section I

Direct Investment

Art. 11 For the purposes of the provisions of this section, Brazilian direct investment abroad is considered to be the direct or indirect participation, by an individual or legal entity, residing, domiciled, or headquartered in the country, in a company constituted outside Brazil.

Art. 12 Financial institutions and other institutions authorized to operate by the Central Bank of Brazil, authorized to operate in the foreign exchange market, may process, through a bank authorized to operate in the foreign exchange market, transfers of resources for the purpose of installing dependencies outside the country and corporate participation, direct or indirect, abroad, for the benefit of an institution authorized to operate by the Central Bank of Brazil, observing the specific regulation on the subject.

Art. 13 When carrying out investments through international share conferment or other assets, simultaneous foreign exchange operations related to the entry of external investment into the country and the exit of Brazilian investment abroad will be required, carried out without issuing payment orders with immediate and simultaneous settlement in the same bank.

§ 1 International share conferment or other assets is understood as the capitalization of a Brazilian company's capital effected by an individual or legal entity, residing, domiciled, or headquartered abroad, through the donation or exchange of corporate participation held in a foreign company, headquartered abroad, or the capitalization of capital of a foreign company, headquartered abroad, effected through donation or exchange, by an individual or legal entity, residing, domiciled, or headquartered in the country, of corporate participation held in a Brazilian company.

§ 2 In the cases provided for in § 1, operations that may characterize reciprocal participations between the national and foreign companies are not admitted.

§ 3 The value of the simultaneous foreign exchange operations related to international share conferment or other assets is limited to the value of the asset evaluation report prepared by a company recognized by the CVM, calculated using the same method and in a reciprocal manner.

Art. 14 In addition to the documentation that proves the legality and economic basis of the operation, legal entities that make remittances with a view to constituting direct investment abroad in a financial institution must present to the intervening institution a declaration that they do not exercise financial activity in the country, are not controlled by an institution authorized to operate by the Central Bank of Brazil, and do not hold direct or indirect control of an institution integrated into the National Financial System, whose investments abroad must comply with the criteria provided for in specific regulation.

Section II

Portfolio Investment

Art. 15 Transfers to and from abroad in national or foreign currency, related to investment abroad, by investment funds, must comply with the limits and other norms prescribed by the CVM in the exercise of its attributes.

CHAPTER IV

HEDGE

Art. 16 This chapter deals with protection (hedge) operations negotiated abroad, in exchanges or in the over-the-counter market with financial institutions, in accordance with Resolution No. 3,312, of August 31, 2005.

Art. 17 It is incumbent upon the bank intervening in the foreign exchange transaction celebrated for the purpose of paying or receiving values resulting from obligations and rights related to the hedge operation to observe the parameters current in the international market for similar operations and to ensure the legality and legitimacy of the operation through evaluation:

I - of the documentation presented by the client; or

II - of the client's qualification regarding their profile, performance, and financial capacity.

TITLE II

FOREIGN CAPITAL IN THE COUNTRY

CHAPTER I

GENERAL PROVISIONS

Art. 18 This title deals with the norms and procedures related to the registration of foreign capital in the country, in accordance with Resolution No. 3,844, of March 23, 2010, entered or existing in the country, in currency or goods, and to the financial movements with abroad resulting from it, related to the operations of:

I - foreign direct investment;

II - external credit, including external financial leasing (leasing), external loan, raised directly or through the placement of bonds, advance receipt of export, and external financing;

III - royalties, technical services and similar, external operational leasing, rent, and chartering;

IV - guarantees provided by international organizations in internal credit operations; and

V - capital in national currency – Law No. 11,371, of November 28, 2006.

Art. 19 The registration referred to in this title is carried out declaratorily and electronically in the corresponding modules of the Electronic Declaratory Registration (RDE), in the Central Bank Information System (Sisbacen), in the foreign currency in which the resources effectively entered the country or, in the situations provided for in the legislation in force, in national currency.

Art. 20 The RDE number and the update of the information contained in the registration constitute requirements for any movement of resources with abroad.

Art. 21 The following are prior conditions for registration in the RDE modules:

I - accreditation in Sisbacen, according to instructions contained on the Central Bank of Brazil's internet page (www.bcb.gov.br); and

II - the provision of information by the parties, residents and non-residents, involved in the operation and their representatives, in the Register of Individuals and Legal Entities – International Capitals (Cademp), by using the PEMP500 and PEMP600 transactions of Sisbacen, according to instructions contained in the "Cademp – Declarant Manual", available at www.bcb.gov.br » Foreign Exchange and Foreign Capitals » Manuals.

Art. 22 The registration information of the holders of registrations and their representatives must be kept updated in the Cademp system, directly by the user or through a request to the Economic Department of the Central Bank of Brazil (Depec).

CHAPTER II

FOREIGN DIRECT INVESTMENT

Section I

General Provisions

Art. 23 This chapter deals with the registration of foreign direct investment in the country, in national or foreign currency, carried out declaratorily and electronically at the Central Bank of Brazil, based on the Regulation Annex I to Resolution No. 3,844, of 2010.

Art. 24 The registration must be preceded by authorization from the Department of Organization of the Financial System of the Central Bank of Brazil (Deorf) for investment in the share capital of financial institutions and other institutions authorized by it to operate.

Art. 25 The provisions of this chapter do not apply to investments, in the financial and capital markets, by individuals and legal entities, funds, and other collective investment entities with residence, domicile, or headquarters abroad, whose registration, carried out declaratorily and electronically, follows the provisions of specific regulation, and must be registered in the Portfolio module of the RDE.

Art. 26 The following are prior conditions for registration in the FDI module of the RDE:

I - accreditation in Sisbacen, according to instructions contained on the Central Bank of Brazil's internet page (www.bcb.gov.br); and

II - the provision of information, by the receiving company, the foreign investor, and their representatives, in the Register of Individuals and Legal Entities – International Capitals (Cademp), by using the PEMP500 and PEMP600 transactions of Sisbacen, according to instructions contained in the "Cademp - Declarant Manual", available at www.bcb.gov.br » Foreign Exchange and Foreign Capitals » Manuals.

Art. 27 The registration is carried out in the PRDE600 transaction of Sisbacen, and an RDE-FDI number is assigned, a unique identifier for each pair constituted by a foreign investor and the respective receiving company in the country, under which the initial investment, its mutations, updates of the receiving company's equity accounts, and subsequent destinations are declared, according to instructions contained in the "RDE-FDI Declarant Manual", available at www.bcb.gov.br » Foreign Exchange and Foreign Capitals » Manuals.

Art. 28 The conversions of assets into foreign direct investment and the transfers of other modalities of foreign capital application in Brazil to the modality object of this chapter and vice versa are subject to the carrying out of simultaneous foreign exchange operations or international transfers in reais, without financial movement of the resources, regardless of prior authorization from the Central Bank of Brazil.

Art. 29 For any financial movement with abroad, the RDE-FDI number must appear in the foreign exchange contract or in the registration of the movement in accounts of a domiciled person abroad.

Art. 30 Registration in the FDI module of the RDE is mandatory for all corporate or contractual events that alter the terms of the foreign investor's corporate participation.

Art. 31 The registration referred to in this chapter is presented in the consolidated investment statement of the FDI module of the RDE, in which the registered participations will be listed separately, in specific screens, according to the legal basis of the registration.

Art. 32 The payment, with funds maintained abroad, of profits and dividends, interest on equity capital, and return of capital does not relieve the company of the obligation to make the corresponding registrations in the FDI module of the RDE, indicating, in addition, the destination of the resources for receipt abroad.

Section II

Investment Registration

Art. 33 The following must be registered in the investment item of the FDI module of the RDE: the participation of a non-resident investor in the share capital of a receiving company, capitalized or acquired in accordance with the legislation in force, as well as the capital highlighted from a foreign company authorized to operate in Brazil, with values originating from:

I - entry of currency and goods into the country;

II - conversion into investment;

III - exchange of corporate participation;

IV - conferment of quotas or shares;

V - earnings obtained by a non-resident investor in receiving companies; and

VI - alienation to nationals, capital reduction for restitution to a partner or net equity resulting from the liquidation of a receiving company.

Art. 34 Also registered in the investment item of the FDI module of the RDE, by declaration, is the foreign capital invested in a company in the country, not yet registered and not subject to another form of registration at the Central Bank of Brazil, in accordance with the provisions of Chapter IV of this title.

Subsection I

Investment in Currency and Goods

Art. 35 The registration of investment in currency is carried out based on the entry of resources into the country through a foreign exchange operation or international transfer in reais in accordance with the provisions of Circular No. 3,691, of December 16, 2013.

Art. 36 Foreign direct investment through the conferment of a tangible or intangible asset is characterized by the capitalization of the value corresponding to goods owned by non-residents, imported without the obligation of payment, subject to registration in the Financial Operations Registration module (ROF), with the registration of this investment carried out in the currency stated in the corresponding ROF, according to Chapter III, Section II, Subsection V of this title.

§ 1 The registration of the investment referred to in the caput must be carried out within thirty days, counted from the date of customs clearance of the tangible good.

§ 2 The value of the counterpart in national currency, in the cases referred to in the caput, is calculated by applying the average exchange rate available in option 5 of the PTAX800 transaction of Sisbacen, valid for the day of the respective accounting event.

Subsection II

Conversion into Investment

Art. 37 For the purposes of this subsection, conversion into foreign direct investment is understood as the operation by which rights and credits capable of generating financial transfers abroad, as well as goods belonging to non-residents, are used to acquire or capitalize participation in a company in the country.

Art. 38 In the registration of the conversions referred to in this subsection, the following steps must be observed:

I - cancellation, in the ROF module of the RDE, of the value to be converted, in the case of registered operations;

II - simultaneous foreign exchange operations, without issuing a payment order to or from abroad or simultaneous entries of international transfer of reais, by using nature codes corresponding to the value to be converted and to foreign direct investment, as well as a specific group code; and

III - inclusion, in the FDI module of the RDE, of the corresponding operation.

Subsection III

Earnings Obtained by Non-Resident Investor in Receiving Companies in the Country

Art. 39 The capitalizations and acquisitions with the use of earnings obtained and not capitalized by a non-resident investor in receiving companies in the country, originating from the distribution of profits or payment of interest on equity capital, are registered in the investment item of the FDI module of the RDE.

§ 1 The registration of the reinvestment of these earnings in any company in the country must be preceded by the carrying out of an entry, with this destination, in the registration of origin of the earnings obtained.

§ 2 The value of the counterpart in foreign currency of the registration referred to in this article is calculated by applying the average exchange rate available in option 5 of the PTAX800 transaction of Sisbacen, valid for the day of the capitalization of capital or acquisition of participation.

Subsection IV

Alienation to Nationals, Capital Reduction for Restitution to Partner, or Net Equity Resulting from Liquidation of Receiving Company

Art. 40 The capitalizations and acquisitions with the use of resources originating from alienation to nationals, capital reduction for restitution to a partner, or net equity resulting from the liquidation of a receiving company are registered in the investment item of the FDI module of the RDE.

§ 1 The registration of the reinvestment of these resources in any company in the country must be preceded by the carrying out of an entry, with this destination, in the registration of origin of the events referred to in the caput.

§ 2 The value of the counterpart in foreign currency of the registration referred to in this article is calculated by applying the average exchange rate available in option 5 of the PTAX800 transaction of Sisbacen, valid for the day of the capitalization of capital or acquisition of participation.

Section III

Reinvestment Registration

Art. 41 The capitalizations of profits, dividends, interest on equity capital, and profit reserves in the receiving company in which they were produced are registered in the reinvestment item of the FDI module of the RDE.

§ 1 The capitalization of capital reserves and revaluation does not alter the value of the registration, reflecting only in the investor's participation.

§ 2 The registration of reinvestment is carried out in the currency of the country to which the earnings could have been remitted, or in reais, with regard to the portion of the investment registered in national currency.

§ 3 The value of the counterpart in foreign currency is calculated by applying the average exchange rate available in option 5 of the PTAX800 transaction of Sisbacen, valid for the day of the capitalization of profits, interest on equity capital, and profit reserves.

Section IV

Corporate Reorganization, Exchange, and Conferment of Shares or Quotas

Art. 42 For the purposes of this section, the following are understood:

I - corporate reorganization: the merger, incorporation, or spin-off of companies in the country, in which at least one of them has participation of foreign capital registered at the Central Bank of Brazil;

II - exchange of shares or quotas in the country: the exchange of corporate participations in Brazilian companies, with at least one receiving foreign direct investment registered at the Central Bank of Brazil, carried out between resident and non-resident investors, or between non-resident investors;

III - conferment of shares or quotas in the country: the donation of shares or quotas capitalized in the capital of a company in the country, held by the non-resident investor, for the capitalization of capital subscribed by him in another receiving company in the country.

Art. 43 The registration of merger, incorporation, or spin-off referred to in this section must be carried out observing the provisions of corporate legislation.

Art. 44 In the registration of incorporation, the profit reserves and accumulated profits, contained in the balance sheet of the incorporated company, drawn up for the purposes of the incorporation, are listed in the reinvestment item of the respective registrations in the RDE-FDI of the incorporating company.

Sole Paragraph. The reinvestment value of each foreign investor referred to in the main text must, for registration purposes, be proportional to the paid-up share capital of each foreign partner in the incorporated company, observing Section 3 of Article 41.

Article 45. The registration of the contribution and exchange of shares or quotas, in the country, involving foreign investments registered in module IED of the RDE, implies the transfer of the values registered in proportion to the corporate participations traded.

Section V

Remittances abroad of profits and dividends, interest on equity capital, and return of capital

Article 46. This section provides for the registration, in module IED of the RDE, of remittances abroad of profits and dividends, interest on equity capital, and return of capital, relating to foreign investment in the country.

Article 47. The remittance to a foreign investor of profits, dividends, and interest on equity capital must be preceded by the registration of the respective distributions in module IED of the RDE.

Article 48. The remittance to a foreign investor regarding return of investment by capital reduction for restitution to a partner, or by alienation to nationals, must be preceded by the respective registration in module IED of the RDE.

CHAPTER III

FINANCIAL OPERATIONS

Section I

General Provisions

Article 49. The registration of foreign capital referred to in this chapter must be carried out in module ROF of the RDE of Sisbacen, comprising the situations treated in the specific sections.

Article 50. The following are prior conditions for registration in module ROF of the RDE:

I - accreditation in Sisbacen, according to instructions contained on the Central Bank of Brazil website (www.bcb.gov.br); and

II - the provision of information by the natural or legal persons involved in the operation in the Register of Natural and Legal Persons – International Capitals (Cademp), by using the PEMP500 and PEMP600 transactions of Sisbacen, according to instructions contained in the “Cademp - Declarant Manual”, available at www.bcb.gov.br » Exchange and Foreign Capital » Manuals.

Article 51. The registration of each operation in module ROF of the RDE must be provided for, prior to the entry of financial resources, customs clearance, or the provision of services in the country, by the borrower or its representative, through the following Sisbacen transactions, according to instructions contained in the “RDE-ROF Declarant Manual”, available at www.bcb.gov.br » Exchange and Foreign Capital » Manuals:

I - PCEX370, when carried out by the borrower or its representative, the said transaction may also be accessed through the Serpro Network, in which case prior registration with the Brazilian Federal Revenue Secretariat (RFB) is required;

II - PCEX570, when carried out by the banking network, at the request and in the name of the borrower.

Article 52. The RDE-ROF number, in the “completed” status, and the update of the information contained in the registration constitute requirements for any movement of resources with the abroad.

Article 53. After the entry of resources, customs clearance, or the provision of the service, the borrower must effect the registration of the payment scheme in module ROF of the RDE, indispensable for the realization of remittances of principal and interest or for the shipment of goods, as the case may be.

Article 54. The operations must be registered in the currency and under the contracted conditions, and distinct registrations must be provided for operations involving different currencies or different financial conditions, which must be linked to each other.

Article 55. Once the entry of resources, customs clearance, or the provision of the service has occurred, changes in maturity date and financial conditions (renewal, refinancing, or renegotiation) and of debtor (assumption) are the responsibility of the original borrower, who must effect them in module ROF of the RDE, through a specific modality, canceling the original registration and constituting a new registration.

Article 56. Early settlement of external obligations relating to the operations referred to in this chapter is permitted.

Article 57. The validity period of each ROF is sixty calendar days, after which, if there is no entry of goods, resources, or contracting of services, it will be automatically canceled, except in the specific cases provided for in this chapter.

Article 58. The transfer of resources abroad for payment, by third parties, of amounts due in a registered operation depends on authorization from Depec, being permitted to the co-responsible party or to a third party indicated in a judicial sentence exclusively in cases where it is verified:

I - bankruptcy or insolvency of the importer, provided that the co-responsible party is a natural or legal person established in the country;

II - default of the importer with the bank that granted the letter of credit for the operation;

III - judicial sentence determining payment, in the country, to third parties.

Article 59. The registration in module ROF of the RDE does not eliminate the obligation to comply with the other legal requirements required for the modality of the contracted operation.

Article 60. The payment of an external obligation relating to the operation referred to in this chapter, made directly abroad, must be registered in module ROF of the RDE, through a specific cancellation event.

Section II

External Credits

Article 61. This section provides for the registration of external credit operations granted to a natural or legal person, resident, domiciled, or headquartered in the country, by a natural or legal person, resident, domiciled, or headquartered abroad, based on the Regulation Annex II to Resolution No. 3,844, of 2010, in the following modalities:

I - external loan, including through the issuance of securities;

II - advance receipt of export, with a payment term exceeding 360 (three hundred and sixty) days;

III - external financing, with a payment term exceeding 360 (three hundred and sixty) days;

IV - external financial leasing (leasing), with a payment term exceeding 360 (three hundred and sixty) days.

Article 62. This section also provides for the registration of the import of goods, without the obligation of payment to a non-resident in the country, intended for the capitalization of Brazilian companies.

Article 63. To effect the registration and obtain the respective RDE-ROF number, it is necessary to inform:

I - all holders of the operation (debtor, creditors, agents, guarantors);

II - the financial conditions and the payment term of the principal, interest, and charges;

III - the manifestation of the creditor or lessor regarding the conditions of the operation, as well as of the guarantor, if any;

IV - other requirements requested when registering the operation in module ROF of the RDE.

Article 64. The contracting and renegotiation of external credit operations in any currency is free, except for operations whose borrowers or guarantors are bodies or entities of the federal administration, states, Federal District, and municipalities, which must be previously accredited by Depec, in accordance with specific regulation.

Article 65. For the purposes of the provisions of items “a” and “b” of Article 1 of Resolution No. 2,515, of June 29, 1998:

I - the resources must be directed to the refinancing of own financial obligations already contracted, with preference for those with higher cost and shorter term, and, while not used in the settlement of such commitments, must remain in a linked account, to be opened in a federal financial institution that will ensure that release only occurs for the purpose in question; and

II - the total amount of obligations contracted for the purpose referred to in the previous item must be subject to provisioning, through monthly deposit in a linked account, to be opened in a federal financial institution, in order to guarantee the payment of the principal and interest of the external loan, divided by the number of months covered by the total payment term.

Article 66. The registration of the operations referred to in Article 1 of Resolution No. 2,515, of 1998, will only be completed after the inclusion, in module ROF of the RDE, of the following events:

I - manifestation of the National Treasury Secretariat (STN);

II - accreditation by the Central Bank of Brazil;

III - dispatch of the Minister of Finance for operations in which the Republic figures as debtor or guarantor;

IV - resolution of the Federal Senate, if applicable.

Article 67. External credit captured by legal entities in the country, not yet registered and not subject to another form of registration at the Central Bank of Brazil, must be registered in the manner provided in Chapter IV of this title.

Subsection I

External Loan

Article 68. This subsection provides for the registration, in module ROF of the RDE, of external loan operations captured directly or through the issuance of securities in the international market, regardless of the term of the operation.

Article 69. In the case of an external loan promoted by a public sector entity through the issuance of securities in the international market, the issuer must provide for obtaining authorization from the STN, in accordance with current legislation, prior to the start of negotiations with financial entities abroad.

§ 1º Obtained the authorization of the STN for the issuance of securities, in accordance with the main text, the issuer must register the operation in module ROF of the RDE for accreditation by the Central Bank of Brazil, in accordance with Article 64.

§ 2º It is prohibited for the issuer to grant a mandate to the winning agent of the bidding prior to accreditation by the Central Bank of Brazil.

Article 70. After the ROF is completed, even prior to the registration of the payment scheme, remittances abroad for the payment of accessory charges may be made.

Subsection II

Advance Receipt of Export, with Payment Term Exceeding 360 (Three Hundred and Sixty) Days

Article 71. This subsection provides for the registration, in module ROF of the RDE, of operations for the advance receipt of export of goods or services, with a term exceeding 360 (three hundred and sixty) days relative to the date of shipment of the goods or provision of the service.

Article 72. For the registration of the operation referred to in this subsection, the actual entry of resources into the country is necessary.

Article 73. The advances of resources to Brazilian exporters, for the purpose provided in this subsection, may be made by the importer or by any legal person abroad, including financial institutions.

Article 74. The entry referred to in this subsection may occur through international transfer in reais, including payment orders originating from abroad in national currency, or through the contracting of exchange settled prior to the shipment of the goods or provision of the service.

Article 75. The following systems must be observed, depending on the form of entry of resources into the country:

I - contracting of exchange operation: the operation must be celebrated for spot settlement, using the export purchase exchange contract, group code 52, informing the ROF number in the appropriate field;

II - international transfer in reais, including payment orders in national currency: the operation must be carried out by indicating group code 52 on the registration screen, informing the ROF number in the appropriate field; and

III - early settlement and within the regulatory term of an export exchange contract contracted for future settlement, classified in groups 50 and 51: the operation must be carried out through adjustment to group code 52, informing the ROF number in the appropriate field.

Article 76. After the ROF is completed, even prior to the registration of the payment scheme, remittances abroad for the payment of accessory charges may be made.

Subsection III

External Financing

Article 77. This subsection provides for the registration, in module ROF of the RDE, of external financing operations with a payment term exceeding 360 (three hundred and sixty) days, or its refinancing to the importer, of tangible or intangible goods:

I - directly by the supplier or another financier abroad;

II - by banks authorized to operate in the Brazilian exchange market, with resources originating from credit lines obtained abroad.

Article 78. This subsection also provides for the registration, in module ROF of the RDE, of financing or refinancing operations, by a non-resident, relating to:

I - rent, including external simple leasing and chartering;

II - technology supply;

III - technical assistance services;

IV - license of use/assignment of trademark;

V - license of exploration/assignment of patent;

VI - franchise;

VII - other modalities, in addition to those listed in items II to VI of this article, which may be recorded by the National Institute of Industrial Property (INPI);

VIII - complementary technical services and/or expenses linked to the operations listed in items II to V of this article not subject to recording by INPI.

Article 79. Each disbursement of the credit line abroad represents a distinct credit operation, which must be registered in module ROF of the RDE by the authorized holder bank, as debtor, individually by importer.

Article 80. The operations referred to in this subsection must be registered in the currency of the domicile or headquarters of the non-resident holder in the country, in the currency of origin of the goods or financing, or in another currency, as agreed between the parties.

Article 81. After the ROF is completed, even prior to the registration of the payment scheme, remittances abroad may be made for the purpose of:

I - advance value, paid prior to the shipment of the goods;

II - spot value, paid upon customs clearance of the goods;

III - interest due during the grace period;

IV - accessory charges.

Article 82. The registration of the import of intangible goods that, according to RFB rules, are not subject to Import Declaration (DI), depends on the existence of a commercial invoice and a delivery and acceptance term, to be included in module ROF of the RDE.

Article 83. The registration of financing for the import of technology or franchise and related services depends on the registration of the operation in the modality referred to in Subsection II of Section IV of this chapter, as well as the respective payment scheme.

Article 84. To register the payment scheme, in addition to the cleared DI or the proof of provision of the service, or the exchange contract or the international transfer in reais proving the entry of resources, the system requires information on:

I - date and specifications of the signed contract or other formal document containing the financial conditions of the operation;

II - data of specific events for each modality of operation.

Article 85. Operations originally contracted with a payment term of less than 360 (three hundred and sixty) days and which, upon refinancing, reach a payment term exceeding 360 (three hundred and sixty) days must be registered in module ROF of the RDE, in accordance with this subsection, prior to the rectification of the DI.

Subsection IV

External Financial Leasing (Leasing)

Article 86. This subsection provides for the registration, in module ROF of the RDE, of external financial leasing operations (

Sole paragraph. Included in the foreign capital referred to in the main text are external investments and credits, as well as other resources resulting from these capitals, produced under the applicable legislation.

Art. 107. In the case of investment in a financial institution, in other institutions authorized to operate by the Central Bank of Brazil, and in a consortium administrator society, the registration must be preceded by a manifestation from the Department of Foreign Exchange (Deorf).

Art. 108. The instructions for the declarant to carry out the registration in the system are set out in the section National Currency Capital - Law No. 11,371, of 2006, available on the Central Bank of Brazil's website (www.bcb.gov.br), in the Exchange and Foreign Capital - Manuals - Electronic Declaratory Registration Manuals - RDE-IED - Declarant Manual and RDE-ROF - Declarant Manual sections.

TITLE III

FINAL PROVISIONS

Art. 109. This Circular enters into force on February 3, 2014.

Luiz Edson Feltrim
Deputy Director of Regulation