Circular No. 3962 — Procedures for Authorization to Operate, Cancellation, Change of Corporate Control, and Corporate Reorganization of Microentrepreneur and Small Business Credit Societies

The Collegiate Board of the Central Bank of Brazil, in a session held on September 24, 2019, based on arts. 9, 10, item XI, of Law No. 4.595, of December 31, 1964, 9, item II, and § 1, of Law No. 12.865, of October 9, 2013, and 22 of Resolution No. 4.721, of May 30, 2019,

R E S O L V E S:

CHAPTER I

OBJECT AND SCOPE OF APPLICATION

Art. 1. This Circular provides for the procedures applicable to the processes for authorization to operate, cancellation of the authorization to operate, authorization for change of corporate control, and for corporate reorganization of Microentrepreneur and Small Business Credit Societies.

CHAPTER II

Processing of Applications

Section I

Authorization to Operate

Art. 2. Interested parties seeking authorization to operate a Microentrepreneur and Small Business Credit Society, as provided for in art. 12, item I, of Resolution No. 4.721, of May 30, 2019, must file a request with the Central Bank of Brazil, accompanied by:

I - corporate act establishing the legal entity subject to the authorization to operate;

II - the business project, covering at least the first five years of the institution's activity and containing, at minimum:

a) indication of the services provided;

b) target audience;

c) location of the headquarters and any dependencies;

d) market opportunities justifying the establishment of the business;

e) competitive differentials of the institution;

f) statement regarding interest in operating with electronic currency and opening a settlement account from the start of its activities; and

g) systems and technological resources;

III - identification of the members of the control group and holders of qualified participation in the institution, with their respective corporate stakes;

IV - declaration referred to in art. 4 of the Regulation Annexed to Resolution No. 4.122, of August 2, 2012, signed by the members of the control group and holders of qualified participation;

V - declarations and documents demonstrating that at least part of the members of the control group possess knowledge regarding the business sector, the segment in which the institution intends to operate, market dynamics, sources of operational resources, management, and risks associated with operations;

VI - demonstration 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 size, nature, objective, and risks of the business, by presenting, at minimum, audited balance sheets or copies of annual income tax adjustment declarations;

VII - declaration, justified and signed by the institution, that members of statutory or contractual bodies meet the technical qualification requirement referred to in item VI of art. 13 of Resolution No. 4.721, of 2019;

VIII - proof of the origin and respective financial flow of the resources used in the business by the members of the control group and holders of qualified participation;

IX - authorizations, signed by all members of the control group and all holders of qualified participation:

a) to the Federal Revenue Secretariat of Brazil, for the provision of information to the Central Bank of Brazil regarding the last three fiscal years, for exclusive use in the respective authorization process; and

b) to the Central Bank of Brazil, for access to information contained in public or private registration systems, including processes or administrative or judicial procedures, of any nature;

X - document with the identification of foreign authorities that supervise direct or indirect controllers, if any;

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

XII - other documents contained in the list referred to in art. 9 of this Circular.

Art. 3. For the purpose of verifying compliance with the requirement provided for in art. 13, item V, of Resolution No. 4.721, of 2019, regarding members of statutory or contractual bodies, controllers, and holders of qualified participation of the institutions mentioned in art. 1 of this Circular, the following situations and occurrences may be considered:

I - criminal process or police inquiry to which members of statutory bodies, the controller, or the holder of qualified participation mentioned in the main text, or any company of which they were or have been, at the time of the facts, controller or administrator, are responding;

II - judicial or administrative process related to the National Financial System; and

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

Sole paragraph. In the analysis regarding the parameters established in this article, the Central Bank of Brazil will consider the circumstances of each case, as well as the context of the facts, with a view to assessing the possibility of accepting or refusing their names, in view of the public interest.

Section II

Authorization for Change of Corporate Control and for Corporate Reorganizations

Art. 4. The request for authorization for change of corporate control referred to in art. 12, item II, of Resolution No. 4.721, of 2019, must be filed with the Central Bank of Brazil within fifteen days, counted from the date of the corresponding legal act, accompanied by:

I - copy of the instrument formalizing the operation; and

II - documents and information mentioned in art. 2, items III to VI and VIII to XII, of this Circular.

Art. 5. Requests for authorization referred to in art. 12, items III, IV, and V, of Resolution No. 4.721, of 2019, must be filed within thirty days, counted from the date of the respective act or deliberation, accompanied by the documents contained in the list referred to in art. 9 of this Circular, as well as justification for the operation, highlighting aspects of a strategic, corporate, and economic-financial nature.

Sole paragraph. The Central Bank of Brazil may require proof of economic and financial capacity in requests for authorization referred to in art. 12, item IV, of Resolution No. 4.721, of 2019.

Section III

Cancellation of Authorization to Operate

Art. 6. The examination of acts implying cancellation at the request of the authorization to operate a Microentrepreneur and Small Business Credit Society, as provided for in art. 19, item III, of Resolution No. 4.721, of 2019, is conditioned on the adoption of the following measures:

I - filing of the request accompanied by a draft of the purpose statement mentioned in art. 20, item I, of Resolution No. 4.721, of 2019, in the form defined by the Central Bank of Brazil;

II - publication of the purpose statement after manifestation regarding the draft presented, on the institution's website or in the application in which the institution's electronic platform is made available, if any, or in another form defined by the Central Bank of Brazil;

III - presentation of a corporate act of dissolution or change of social object that disqualifies the institution as an entity authorized by the Central Bank of Brazil;

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

V - proof that the operations referred to in art. 4, items V to VII, of Resolution No. 4.721, of 2019, have been liquidated; and

VI - forwarding of the other documents contained in the list referred to in art. 9 of this Circular.

§ 1. When publishing the purpose statement referred to in item II of the main text, the institution must transmit the text of the purpose statement in the form defined by the Central Bank of Brazil, for the purpose of public announcement.

§ 2. The deadline for presenting objections to the Central Bank of Brazil by the public resulting from the publication of the purpose statement shall be thirty days, counted from the date of the announcement of the statement.

Art. 7. Prior to the cancellation ex officio of the authorization to operate a Microentrepreneur and Small Business Credit Society referred to in art. 19, item IV, of Resolution No. 4.721, of 2019, the Central Bank of Brazil:

I - will make public, through its website, the intention to cancel the authorization to operate a Microentrepreneur and Small Business Credit Society, with a view to the possible presentation of objections within a period of thirty days; and

II - will institute an administrative process, notifying the Microentrepreneur and Small Business Credit Society by any means that ensures certainty of the interested party's knowledge, preferably by electronic means, to manifest regarding the intention to cancel.

Sole paragraph. In the case of art. 21, item II, of Resolution No. 4.721, of 2019, or in case of non-receipt, for any reason, of the notification mentioned in item II of the main text, the notification will be effected by means of an edict published on the Central Bank of Brazil's website.

Section IV

Common Provisions

Art. 8. For the purpose of examining the authorization requests mentioned in arts. 2, 4, and 5 of this Circular, in the case of undefined control by corporate participation, the members of the control group must present to the Central Bank of Brazil a shareholders' or partners' agreement defining the exercise of control power, which must contain a clause of precedence of such agreement over any other not submitted to the appreciation of the Central Bank of Brazil.

Sole paragraph. For the purposes of the main text, the undefined control by corporate participation is configured by the absence:

I - of a shareholder with more than 50% (fifty percent) of the voting capital, in the case of a corporation; or

II - of a partner with 75% (seventy-five percent) or more of the social capital, in the case of a limited company.

CHAPTER III

FINAL PROVISIONS

Art. 9. The Central Bank of Brazil will publish the list of documents related to the matters regulated in Chapter II of this Circular.

Art. 10. The provisions of this Circular apply to pending processes filed with the Central Bank of Brazil after the entry into force of Resolution No. 4.721, of 2019.

§ 1. In the processes referred to in the main text, the Central Bank of Brazil will grant interested parties the opportunity to supplement any absence of the elements required by this Circular.

§ 2. Processes filed with the Central Bank of Brazil before the entry into force of Resolution No. 4.721, of 2019, remain subject to the provisions of Circular No. 3.182, of March 6, 2003.

Art. 11. Circular No. 3.885, of March 26, 2018, shall enter into force with the following alteration:

"Art. 34. ......

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III - single credit cooperatives, for the provision of the services mentioned in items I and II of art. 4 exclusively to their members;

IV - direct credit societies and peer-to-peer lending societies, for the provision of the payment services mentioned in item I of art. 4; and

V - microentrepreneur and small business credit societies, for the provision of the payment services mentioned in item I of art. 4, subject to the provisions of art. 4, item VII, of Resolution No. 4.721, of May 30, 2019.

......" (NR)

Art. 12. Circular No. 3.182, of 2003, is hereby revoked.

Art. 13. This Circular enters into force on the date of its publication.

Otávio Ribeiro Damaso
Director of Regulation