Circular No. 3952 — Regulates the registration of receivables arising from transactions within a payment arrangement based on a post-paid account and a demand deposit part of the Brazilian Payment System

The Collegiate Board of the Central Bank of Brazil, in an extraordinary session held on June 27, 2019, based on arts. 9 of Law No. 4,595, of December 31, 1964, 28, item II, of Law No. 12,810, of May 15, 2013, 9, items I and X, of Law No. 12,865, of October 9, 2013, and 8 of Resolution No. 4,734, of June 27, 2019, and having in view the provisions of arts. 2, item II, letter "b", of Resolution No. 4,593, of August 28, 2017, and 2, 4 and 5 of Resolution No. 4,734, of 2019,

R E S O L V E:

CHAPTER I

OF THE OBJECT AND DEFINITIONS

Art. 1 This Circular regulates the registration of receivables arising from transactions within a payment arrangement based on a post-paid account and a demand deposit part of the Brazilian Payment System (SPB).

Art. 2 For the purposes of this Circular, the following are considered:

I - accrediting institutions:

a) accrediting payment institutions;

b) financial institutions that provide accreditation services; and

c) payment institutions issuing electronic money that interoperate with the payer's payment arrangement;

II - negotiation of payment arrangement receivables: discount operations of payment arrangement receivables and credit operations secured by these receivables as provided for in Resolution No. 4,734, of June 27, 2019, art. 2, items V and VI, as well as any other operation that implies a change in possession or effective or fiduciary ownership of the receivables;

III - receivable unit: financial asset composed of payment arrangement receivables, including those arising from pre-contracted advance operations, characterized by the same:

a) National Registry of Legal Entities (CNPJ) or Individual Taxpayer Registry (CPF) number of the final receiving user;

b) identification of the payment arrangement;

c) identification of the accrediting or sub-accrediting institution; and

d) settlement date; and

IV - receivables agenda: set of receivable units characterized by the same:

a) CNPJ or CPF number of the final receiving user;

b) identification of the payment arrangement; and

c) identification of the accrediting or sub-accrediting institution.

CHAPTER II

OF THE REGISTRATION AND NEGOTIATION OF PAYMENT ARRANGEMENT RECEIVABLES

Art. 3 For the purposes of registering the receivables agenda, the accrediting institution must:

I - arrange for the registration, in a registration system, of the receivable units belonging to the agenda, informing the value of the constituted receivables associated with each unit; and

II - update the value of the constituted receivables mentioned in item I.

§ 1 The update referred to in item II of the main text must include the addition of values of constituted receivables after the registration date and be carried out by the business day following the underlying commercial transactions.

§ 2 For the purposes of the registration and update referred to in items I and II of the main text, respectively, it is optional for accrediting institutions to send detailed information about the constituted receivables, through attributes such as:

I - CNPJ or CPF number of the final receiving user;

II - identification of the accrediting payment institution;

III - identification of the payment arrangement;

IV - settlement date;

V - date of the commercial transaction; and

VI - identification of the commercial transaction.

Art. 4 The negotiation of a receivable unit, observing the provisions of art. 5, must result in the alteration, in the registration system, in favor of the beneficiary of the operation:

I - the information regarding possession or effective or fiduciary ownership of the value of constituted receivables of this unit, available for negotiation on the date of the operation; and

II - the information regarding possession or effective or fiduciary ownership of the values of constituted receivables that are to be added to this unit by the accrediting institution after the date of the operation, as provided for in art. 3, § 1.

Art. 5 The registration system must allow for the division of the receivable unit for negotiation purposes.

Sole paragraph. The division referred to in the main text may be made in the following modalities:

I - by fixed value, implying the alteration of possession or effective or fiduciary ownership referred to in art. 4 up to the limit of the fixed value informed; or

II - by percentage, implying the change in possession or effective or fiduciary ownership referred to in art. 4 proportionally to the informed percentage.

CHAPTER III

OF THE DUTIES OF ACCREDITING INSTITUTIONS

Art. 6 Accrediting institutions must arrange for the registration of the receivables agendas of their final receiving users in registration systems.

Art. 7 Accrediting institutions must send to the registration system information about contracts for the negotiation of payment arrangement receivables under their responsibility carried out by final receiving users with non-financial institutions.

§ 1 For the purposes of the provision in the main text, accrediting institutions must include in the contracts concluded with final receiving users the obligation for these users to:

I - pass on to the accrediting institution information about contracts for the negotiation of payment arrangement receivables carried out with non-financial institutions; and

II - authorize the sending of this information to the registration system.

§ 2 The obligation to send the information referred to in the main text is waived in the situation where the non-financial institution sends directly to the registration system the information about the negotiation contracts, with due notice to the accrediting institution.

Art. 8 Accrediting institutions must carry out the financial settlement of the receivable units that are the subject of registration in accordance with the information regarding possession or effective or fiduciary ownership of these units and their respective domicile institutions, made available by the registration systems.

Art. 9 Accrediting institutions, in the conclusion of contracts with sub-accrediting institutions, must:

I - include in the contracts clauses that oblige the sub-accrediting institutions linked to them to comply with the provisions of this Circular; and

II - ensure that the controls adopted by the sub-accrediting institutions allow for compliance with the provisions of this Circular.

CHAPTER IV

OF THE DUTIES OF REGISTRATION SYSTEMS

Art. 10. Regarding the registration of receivables agendas, registration systems must:

I - receive and process information about the receivables agendas sent by accrediting institutions and sub-accrediting institutions, including under the terms of art. 3, § 2, for the purpose of registration or exchange of information referred to in art. 11;

II - receive and process information about contracts for the negotiation of payment arrangement receivables for the purpose of updating the information regarding possession or effective or fiduciary ownership or exchange of information referred to in art. 11;

III - make available, to their participants, information about the receivables agendas, provided that authorized by their final receiving users;

IV - accept commands for the constitution of liens and encumbrances on payment arrangement receivables, in accordance with the provisions of the negotiation contracts; and

V - make available to accrediting institutions and sub-accrediting institutions information relating to the receivable units for the purpose of directing the financial settlement referred to in art. 8.

Art. 11. Registration systems, through rules, procedures and technologies compatible with each other, must adopt interoperability mechanisms that enable:

I - the verification of the uniqueness of the registration of payment arrangement receivables;

II - the exchange of information about the receivables agendas necessary for the fulfillment of their obligations towards participants;

III - the exchange of information about contracts for the negotiation of payment arrangement receivables necessary for the fulfillment of their obligations towards participants;

IV - the portability of the registration of receivables agendas between registration systems; and

V - the exchange of other information necessary for the fulfillment of their obligations towards participants, to be established in the convention referred to in Chapter V of this Circular.

Art. 12. Registration systems are prohibited from charging fees from accrediting institutions and sub-accrediting institutions for the performance of the service of registering receivables agendas.

CHAPTER V

OF THE CONVENTION BETWEEN REGISTRAR ENTITIES

Art. 13. For the purposes of carrying out the registration of payment arrangement receivables, entities authorized to carry out the activity of registration of financial assets or that are in the process of authorization on the date of publication of this Circular must agree among themselves on the following aspects relating to registration, as well as to the use of these receivables in negotiation operations, among other aspects deemed necessary for compliance with the provisions of legislation and regulation:

I - operational procedures to enable:

a) the exchange of information between registration systems and financial institutions and other funding agents;

b) the exchange of information between registration systems and accrediting and sub-accrediting institutions; and

c) the provision of interoperability services between the registration systems mentioned in art. 11;

II - standardization:

a) of the layout of files used for the registration of payment arrangement receivables;

b) of the authorization procedure for making available information about the receivables agendas referred to in item III of art. 10; and

c) of the parameters of negotiation contracts concerning the specification of the payment arrangement receivables subject to these operations;

III - criteria for choosing the registration system(s) where the registration of the final receiving user's receivables agenda will be carried out;

IV - hours for the exchange of information between involved participants;

V - the interoperability fee structure;

VI - terms of adherence and denunciation of the convention; and

VII - rights and obligations of convention participants.

§ 1 The discussion of the aspects referred to in items I, letter "a", and II, letter "c", of the main text must include the participation of national representative associations of financial institutions and credit rights investment funds.

§ 2 The discussion of the aspects referred to in items I, letter "b", and II, letter "a", of the main text must include the participation of national representative associations of accrediting and sub-accrediting institutions.

§ 3 In the situation where the negotiation contract involves multiple receivables agendas, the parameters referred to in item II, letter "c", of the main text must give the final receiving user flexibility of choice of the allocation rule, among these agendas, of the recording or encumbrance of constituted receivables.

§ 4 The discussion of the aspect referred to in item III of the main text must include the participation of national representative associations of financial institutions, credit rights investment funds, and accrediting and sub-accrediting institutions.

§ 5 The fee structure referred to in item V of the main text must observe isotropic and transparent criteria and be defined based on economic foundations that justify any differences in the values of interoperability services.

§ 6 Registrar entities that have not participated in the drafting of the convention must accept the terms of the convention in order to carry out the registration of payment arrangement receivables and the negotiation operations carried out with them.

§ 7 The rights and obligations established in the convention must be observed unconditionally and uniformly by registrar entities subject to the convention, without any form of discrimination.

Art. 14. The Central Bank of Brazil will participate in the process of drafting the convention referred to in art. 13.

Sole paragraph. For the purposes of the provision in the main text, registrar entities must send to the Central Bank of Brazil, periodically or upon its request, a report on the progress of discussions on the aspects to be agreed upon, and this agency may establish guidelines regarding these aspects.

Art. 15. The rules and procedures defined in the convention referred to in art. 13 must be formalized in an instrument signed by the registrar entities participating in the convention.

§ 1 The act approving the convention must contain the initial term for the mandatory observance of its provisions.

§ 2 The content of the convention must be submitted for approval by the Central Bank of Brazil, within 120 days, counted from the date of publication of this Circular.

§ 3 Subsequent alterations to the approval of the content of the convention, in the form of § 2 of this article, must be submitted to the Central Bank of Brazil for approval.

CHAPTER VI

FINAL PROVISIONS

Art. 16. The following are revoked:

I - Circular No. 3,924, of December 19, 2018;

II - Circular No. 3,926, of January 31, 2019; and

III - Circular No. 3,928, of February 13, 2019.

Art. 17. This Circular enters into force:

I - on the date of its publication, regarding Chapter V; and

II - on August 3, 2020, regarding the remaining provisions.

Otávio Ribeiro Damaso João Manoel Pinho de Mello Director of Regulation Director of System Organization Financial and Resolution