Resolução Nº 4.970

RESOLUÇÃO

CMN Nº 4.970, DE 25 DE NOVEMBRO DE 2021

Regulates the authorization processes related to the operation of the institutions specified herein.

The Central Bank of Brazil, in accordance with Article 9 of Law No. 4,595, of December 31, 1964, makes public that the National Monetary Council, in a session held on November 25, 2021, based on Articles 4, item VIII, and 10, item XI, of the aforementioned Law, in Law No. 4,728, of July 14, 1965, in Article 20, § 1, of Law No. 4,864, of November 29, 1965, in Article 1 of Decree-Law No. 70, of November 21, 1966, in Law No. 6,099, of September 12, 1974, in Article 7 of Decree-Law No. 2,291, of November 21, 1986, in Article 1, § 4, of Law No. 6,855, of November 18, 1980, in Article 1 of Provisional Measure No. 2,192-70, of August 24, 2001, in Articles 1, § 1, and 12 of Complementary Law No. 130, of April 17, 2009, and in Article 1, item II, of Law No. 10,194, of February 14, 2001,

RESOLVES:

CHAPTER I

ON THE OBJECT AND SCOPE OF APPLICATION

Art. 1. This Resolution regulates the authorization processes related to the operation of the following institutions:

I - development agencies;

II - savings and loan associations;

III - commercial banks;

IV - foreign exchange banks;

V - development banks;

VI - investment banks;

VII - multiple banks;

VIII - mortgage companies;

IX - credit cooperatives;

X - leasing companies;

XI - foreign exchange brokerage companies;

XII - securities and values brokerage companies;

XIII - direct credit companies;

XIV - credit, financing, and investment companies;

XV - real estate credit companies;

XVI - microentrepreneur and small business credit companies;

XVII - securities and values distribution companies; (Wording given by CMN Resolution No. 5,062, of 2/16/2023.)

XVIII - peer-to-peer lending companies; and (Wording given by CMN Resolution No. 5,062, of 2/16/2023.)

XIX - service confederations. (Included by CMN Resolution No. 5,062, of 2/16/2023.)

Sole Paragraph. The provisions of this Resolution apply to federal public financial institutions, except for the authorization referred to in item V of Article 3.

CHAPTER II

ON THE REQUIREMENTS

Art. 2. The requirements for the authorizations referred to in this Resolution are:

I - economic and financial capacity of the controllers, individually or jointly, compatible with the capital necessary for the structuring and operation of the institution, as well as for contingencies arising from market dynamics;

II - lawful origin of the resources used in the full payment of share capital, in the acquisition of control and qualified participation;

III - economic and financial viability of the venture;

IV - compatibility of information technology infrastructure with the complexity and risks of the business;

V - compatibility of corporate governance structure with the complexity and risks of the business;

VI - unblemished reputation of holders of positions in statutory or contractual bodies, of controllers, and of holders of qualified participation, in the case of natural persons;

VII - knowledge, by the administration, of the business sector, the segment in which the institution intends to operate, market dynamics, sources of operational resources, management of activities, and risks associated with them;

VIII - technical qualification of administrators, compatible with the functions to be exercised during the term of office; and

IX - compliance with the minimum capital and equity requirements provided for in the current regulation.

§ 1. For the purposes of this Resolution, administration includes managing partners, directors, and members of the board of directors, if any.

§ 2. In proving the requirement referred to in item III of the caput, the Central Bank of Brazil may require the presentation of a business plan.

§ 3. In proving the requirement referred to in item IV of the caput, the Central Bank of Brazil may accept technical certification issued by a qualified independent company.

CHAPTER III

ON THE AUTHORIZATIONS

Art. 3. The following depend on authorization from the Central Bank of Brazil:

I - the operation of the institution, conditioned on compliance with the requirements provided in Article 2;

II - the transfer or alteration of corporate control, conditioned on compliance with the requirements provided in items I, II, and VI of Article 2 and the conditions provided in Chapters IV and V, as well as with the requirement provided in item III of Article 2, in cases of change in strategic or operational nature;

III - the merger, spin-off, or incorporation of an institution related to Article 1, as well as the splitting of a credit cooperative or a service confederation, conditioned on compliance with the requirements provided in items III and IX of Article 2; (Wording given by CMN Resolution No. 5,062, of 2/16/2023.)

IV - corporate transformation;

V - the taking office and exercise of elected or appointed positions in statutory or contractual bodies, conditioned on compliance with the requirements provided in items VI and VIII of Article 2 and the conditions provided in Chapter V;

VI - the alteration of share capital value, except for credit cooperatives and service confederations, conditioned on compliance with the requirement provided in item II of Article 2, in case of increase, or with the requirements provided in items III and IX of Article 2, in case of capital reduction; (Wording given by CMN Resolution No. 5,062, of 2/16/2023.)

VII - the change of corporate name;

VIII - the change of corporate object to another type of institution part of the National Financial System, conditioned on compliance with the requirements provided in items III and IX of Article 2;

IX - the creation or extinction of an operational portfolio by a multiple bank, with the creation of the portfolio conditioned on compliance with the requirements provided in items III and IX of Article 2;

X - the practice of leasing operations by a development agency, conditioned on compliance with the requirements provided in items III and IX of Article 2;

XI - the alteration of bylaws or corporate agreements;

XII - the change of category, in the case of credit cooperatives, conditioned on compliance with the requirements provided in items III and IX of Article 2; and

XIII - the transfer of headquarters to another municipality.

§ 1. The authorization provided for in item VI of the caput does not apply to capital increase resulting from:

I - conversion of instruments authorized by the Central Bank of Brazil to compose the Supplementary Capital or Level II of Reference Equity (PR) of the institution, provided that such alteration does not entail statutory changes or changes in the control group; or

II - incorporation of capital and profit reserves.

§ 2. The Central Bank of Brazil, to evaluate compliance with the requirements provided in items I, II, and VI of Article 2, may request express authorization from members of the control group, holders of qualified participation, and those elected or appointed to positions in statutory or contractual bodies for:

I - the Federal Revenue Secretariat to provide the Central Bank of Brazil with copies of income tax returns, statements of assets and rights, and debts and real encumbrances, relating to the last three fiscal years, for exclusive use in the authorization process referred to in the caput; and

II - the Central Bank of Brazil to access information regarding them contained in any public or private registration and information system, including judicial or administrative proceedings and police inquiries.

§ 3. The Central Bank of Brazil may condition the change of object, the extinction of an operational portfolio, and the change of category to the liquidation of unauthorized liabilities for the intended category or object.

§ 4. In the authorization for the operation of a credit cooperative, in the event of a commitment to affiliation, there must be a statement from the respective central cooperative or confederation.

Art. 4. The Central Bank of Brazil, in analyzing the processes referred to in this Resolution, considering the circumstances of each concrete case and the context of the facts, may exceptionally dispense, in the face of duly justified public interest, compliance with the requirements and conditions established for entering the condition of controller of the institutions referred to in Article 1, or for holding positions in statutory or contractual bodies.

Art. 5. The following are conditioned on the absence of objection from the supervisor of the country of origin:

I - the operation, in the Country, of a subsidiary of a financial institution headquartered abroad; and

II - the entry of a financial institution headquartered abroad into the condition of controller, direct or indirect, of an institution mentioned in Article 1.

Art. 6. The Central Bank of Brazil, before or after the issuance of the authorizations provided for in Article 3, may:

I - request any additional documents and information it deems necessary, as well as request them from other bodies of the public administration and authorities abroad; and

II - summon for an interview the controllers, holders of qualified participation, and administrators of the institutions referred to in Article 1 and the founders of credit cooperatives and service confederations. (Wording given by CMN Resolution No. 5,062, of 2/16/2023.)

Art. 7. The Central Bank of Brazil will publish, with a view to enabling the manifestation of the general public regarding any objections, information regarding requests of interest to the institution, including, at a minimum:

I - the names of persons interested in assuming the condition of controller;

II - the names of those elected or appointed to administrative positions; and

III - the cancellation of authorization for operation.

§ 1. The publications referred to in items I and II of the caput will be restricted to persons whose names have not previously been approved by the Central Bank of Brazil.

§ 2. The obligation to publish is exempted for the information referred to in:

I - item I of the caput, in the case of development agencies and cooperative banks;

II - item II of the caput, in the case of credit cooperatives and service confederations; and (Wording given by CMN Resolution No. 5,062, of 2/16/2023.)

III - item III of the caput, in the case of development agencies, credit cooperatives, and service confederations. (Wording given by CMN Resolution No. 5,062, of 2/16/2023.)

§ 3. Considering the nature and size of the institution, as well as the complexity and risks involved in the authorization, the Central Bank of Brazil may, if it deems necessary, publish additional information to that provided in this article, including that exempted under §§ 1 and 2.

§ 4. The deadlines for presenting objections by the public resulting from the publication of the information referred to in the caput will be defined by the Central Bank of Brazil.

CHAPTER IV

ON CORPORATE CONTROL AND QUALIFIED PARTICIPATION

Art. 8. For the purposes of this Resolution, it is understood as:

I - controller: person who, individually or jointly with other members of a control group of which they are part, holds partner rights corresponding to the majority of voting capital of a corporation or 75% (seventy-five percent) of the share capital of a limited liability company:

a) in the case of a natural person, directly or indirectly; or

b) in the case of a legal entity, directly or, if indirectly, provided that it appears at the last level of the control chain of the institution and its controllers are not subject to identification in the manner provided for in this item;

II - control group: group of persons linked by a voting agreement or under common control who assume the condition of controller of the institution, directly or indirectly;

III - holder of qualified participation: natural or legal person who, not being a controller, holds:

a) direct participation equivalent to 15% (fifteen percent) or more of the voting capital of the institution;

b) direct participation equivalent to 10% (ten percent) or more of the total capital of the institution, when this capital does not consist entirely of voting capital;

c) control of a legal entity holding the participation provided for in item "a" or item "b"; or

d) participation in the capital of a controlling legal entity of the institution, in the percentage provided for in item "a" or the percentage provided for in item "b".

§ 1. It is considered at the last level of the control chain of the institution, in cases of direct or indirect participation, the financial institution or similar institution headquartered abroad responsible for the global consolidation of the financial group.

§ 2. The definitions of controller and holder of qualified participation apply to usufructuaries of voting rights.

§ 3. In cases where the control of the company is not identified according to the criteria mentioned in items I and II of the caput, the Central Bank of Brazil may use other elements to identify the controllers, including:

I - the majority of votes in the deliberations of the meeting or assembly and the power to elect the majority of administrators; or

II - the effectiveness in conducting business affairs.

§ 4. The Central Bank of Brazil may require the execution of a shareholders' or partners' agreement, contemplating the express definition of corporate control, direct or indirect.

§ 5. For the purposes of this article, the eventual attribution of plural voting to one or more classes of ordinary shares will be considered.

Art. 9. Direct corporate participation implying control of the institutions referred to in Article 1 may only be exercised by:

I - natural persons;

II - institutions authorized to operate by the Central Bank of Brazil;

III - financial institutions or similar institutions headquartered abroad; or

IV - legal entities headquartered in the country whose corporate object is exclusively corporate participation in institutions authorized to operate by the Central Bank of Brazil.

§ 1. Participation in the control of the institutions referred to in Article 1 by non-profit entities is admitted, provided that, on the date of entry into force of this Resolution, they already participated in the control of institutions authorized to operate by the Central Bank of Brazil.

§ 2. The provisions of the caput of this article do not apply to:

I - development agencies;

II - institutions constituted before November 28, 2002, as long as the control structure existing on that date persists.

Art. 10. The corporate control of direct credit companies and peer-to-peer lending companies, in addition to the hypotheses provided for in Article 9, may be exercised by an investment fund:

I - individually, only in the indirect modality, through a legal entity headquartered in the country whose corporate object is exclusively corporate participation in financial institutions and other institutions authorized to operate by the Central Bank of Brazil; or

II - jointly with a person or group of persons.

§ 1. In the case provided for in the caput, the Central Bank of Brazil may require additional fully paid share capital and net equity.

§ 2. An investment fund constituted abroad may only exercise control in the manner provided for in item I of the caput if there is a supervisory authority responsible for its oversight.

Art. 11. The provisions of this Chapter do not apply to credit cooperatives, service confederations, and savings and loan associations. (Wording given by CMN Resolution No. 5,062, of 2/16/2023.)

CHAPTER V

ON THE TAKING OFFICE AND EXERCISE OF POSITIONS IN STATUTORY OR CONTRACTUAL BODIES AND THE ASSUMPTION OF THE CONDITION OF MEMBER OF THE CONTROL GROUP OR HOLDER OF QUALIFIED PARTICIPATION

Art. 12. In proving compliance with the unblemished reputation requirement, mentioned in item VI of Article 2, the existence of the following must be considered:

I - criminal process or police inquiry;

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

III - process related to insolvency, liquidation, intervention, bankruptcy, or judicial reorganization;

IV - default on obligations; and

V - other situations, occurrences, or analogous circumstances.

Sole Paragraph. In analyzing the situations and occurrences provided for in the caput, the relevance, severity, recurrence, and circumstances of each case will be considered.

Art. 13. The proof of compliance with the technical qualification requirement for administrators, mentioned in item VIII of Article 2, involves the competencies and qualifications necessary for the exercise of functions, compatible with the nature, size, complexity, and risks incurred by the institution.

Sole Paragraph. The proof of technical qualification mentioned in the caput is exempted in the case of an administrator with a term of office in the same institution or in another institution part of a prudential conglomerate of which they are part, provided that previously authorized by the Central Bank of Brazil, unless contrary determination by this agency.

Art. 14. The conditions for holding positions in statutory or contractual bodies and assuming the condition of controller or holder of qualified participation in the institutions referred to in Article 1, in addition to other requirements established by legislation and current regulation, are:

I - being a resident in the Country, for executive positions;

II - not being prohibited by special law, nor convicted of bankruptcy fraud, 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 penalty that prohibits, even temporarily, access to public offices;

III - not being declared ineligible or suspended from holding positions in statutory or contractual bodies in institutions authorized to operate by the Central Bank of Brazil or in supplementary pension entities, insurance companies, capitalization companies, open companies, or entities subject to the supervision of the Securities and Exchange Commission; and

IV - not being declared bankrupt or insolvent.

Art. 15. The bylaws or corporate agreements of the institutions referred to in Article 1 must contain a clause specifying that the term of office of:

I - holders of positions in their statutory or contractual bodies, with the exception of non-permanent bodies, will extend until the taking office of new elected or appointed members; and

II - elected administrators will be for a fixed term, not exceeding four years, with reelection admitted, in the case of institutions constituted in the form of a limited liability company.

Art. 16. If the person elected or appointed to a position in statutory or contractual bodies is not authorized by the Central Bank of Brazil, the institution must, within thirty days counted from the date the decision of denial becomes final, carry out the election or appointment of the substitute for the person not approved.

Sole Paragraph. The determination provided for in the caput is exempted if the minimum number of members for the respective positions provided for in the bylaws or corporate agreement is met.

Art. 17. The temporary removal of a member of a statutory or contractual body, determined during a sanctioning administrative process instituted in accordance with current legislation, does not exclude the removed person from the scope of prohibitions applicable to those in office.

Art. 18. The Central Bank of Brazil may determine the removal of members of statutory or contractual bodies with a term of office in effect if circumstances characterizing non-compliance with the requirement referred to in item VI of Article 2 and the conditions provided in Article 14 of this Resolution are found at any time.

CHAPTER VI

ON THE ARCHIVING, DENIAL, AND REVIEW OF AUTHORIZATIONS

Art. 19. Regarding authorization requests referred to in this Resolution, the Central Bank of Brazil may:

I - archive, without appreciation of the merits of the request, when:

a) it verifies that the object or elements serving as the basis for the request were altered during the process;

b) there is non-compliance with the deadlines provided for in current regulation;

c) it identifies that the requirements to complement the instruction of the process were not met, within the established deadline;

d) controllers, holders of qualified participation, founders, in the case of credit cooperatives and service confederations, or administrators fail to attend the summons by the Central Bank of Brazil for an interview; or (Wording given by CMN Resolution No. 5,062, of 2/16/2023.)

e) the instruction is in disagreement with the format required by current regulation.

II - deny, if it is determined:

a) circumstances that may affect the reputation of those occupying positions in statutory or contractual bodies, controllers, or holders of qualified participation;

b) falsity or omission in the statements and documents presented in the processing of the applications, or discrepancy between them and the facts or data established in the analysis; or

c) non-compliance with any of the requirements or conditions established in this Resolution, or failure by the interested parties to prove compliance with these requirements or conditions.

Sole paragraph. In the cases covered by item II of the main text, the Central Bank of Brazil, before making a decision, may grant a deadline for the interested parties to present their views.

Art. 20. The Central Bank of Brazil may review the authorization decision, considering the relevance of the facts, based on the circumstances of each case and the public interest, if it verifies:

I - falsity or omission in the statements and documents presented in the processing of the applications, or discrepancy between them and the facts or data established; or

II - pre-existing circumstances capable of affecting the assessment regarding compliance with the requirements and conditions for approvals and authorizations.

§ 1º In the case of transfer of control, corporate reorganization, assumption of the status of controller or holder of qualified participation, and occurrence of one of the situations provided for in the main text, the Central Bank of Brazil may determine that the operation be regularized, including through its unwinding or the alienation of the participation.

§ 2º In the cases described in the main text, the Central Bank of Brazil must notify the institution to present its views on the irregularity found.

§ 3º The competent registration authority will be informed of the measure adopted by the Central Bank of Brazil.

CHAPTER VII
OF THE CANCELLATION OF AUTHORIZATION

Art. 21. Authorization cancellation will occur in the following situations:

I - at the request of the institution; and

II - ex officio, by the Central Bank of Brazil.

§ 1º In the case of the extinction of the institution resulting from merger, total spin-off, or incorporation, the procedures related to the cancellation of authorization for operation are waived, provided that the resulting or successor entity is an institution authorized to operate by the Central Bank of Brazil.

§ 2º The Central Bank of Brazil may condition the cancellation referred to in item I of the main text to the liquidation or transfer of operations exclusive or permitted to the institution due to its respective authorization.

§ 3º The dissolution of the company or the change of its corporate purpose, which results in its characterization as a company no longer part of the financial system, implies the cancellation of the respective authorization for operation, in the form of item I of the main text.

Art. 22. The institution must disclose to its customers, through its website and premises, that it intends to file a request for cancellation of authorization for operation, at least thirty days prior to the date of said request.

Art. 23. The Central Bank of Brazil may carry out the cancellation referred to in item II of the main text of Art. 21 of this Resolution when it finds, at any time, one or more of the following situations:

I - lack of habitual practice of the activity object of the authorization;

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

III - interruption, for more than four months, without justification, of the sending to the Central Bank of Brazil of the statements, reports, and information required by current regulations; or

IV - non-compliance with the business plan during its coverage period, in a sufficiently unjustified manner, at the discretion of the Central Bank of Brazil.

§ 1º The Central Bank of Brazil, prior to the cancellation provided for in this article, must:

I - publicly announce its intention to cancel the respective authorization, with a view to the possible presentation of objections within a period of thirty days;

II - notify the institution to present its views on the intention to cancel; and

III - consider the risks of cancellation for the stability of the national financial system, for popular savings, and for the operational creditors of the institution.

§ 2º Once the cancellation referred to in this article is effected, the Central Bank of Brazil will communicate this to the competent registration authority.

§ 3º In the case of an institution subject to the extrajudicial liquidation regime, the cancellation provided for in this article will occur at the end of the regime, except in the case of transfer of corporate control of the institution.

CHAPTER VIII
OF COMMUNICATIONS

Art. 24. The following operations must be communicated to the Central Bank of Brazil:

I - assumption of the status of holder of qualified participation; and

II - capital change resulting from the conversion of instruments authorized by the Central Bank to compose the Complementary Capital or Level II of Reference Equity (PR) of the institution, as provided for in item I of § 1º of Art. 3.

§ 1º In the occurrence of the situation described in item I of the main text, the Central Bank of Brazil may, within a period of sixty days from the communication, require proof of compliance with the requirements provided for in items II and VI of Art. 2 and the conditions referred to in Art. 14.

§ 2º After examining the aspects of the operation referred to in item I of the main text and finding non-compliance with the applicable requirements, the Central Bank of Brazil may determine its unwinding or the alienation of the qualified participation.

CHAPTER IX
GENERAL PROVISIONS

Art. 25. The institutions referred to in Art. 1 that are constituted as limited liability companies, when permitted by current legislation and regulations, must provide in their statutes or corporate agreements that the company will be governed supplementarily by the law of joint-stock companies, in accordance with Art. 1.053, sole paragraph, of Law No. 10.406, of January 10, 2002 (Civil Code), including with respect to the retention of profits and the constitution, reversal, and use of reserves.

Art. 26. The Central Bank of Brazil may conduct a pre-operational inspection of the institution to evaluate the compatibility between the implemented organizational structure and the requirements provided for in Art. 2, items III to V.

Sole paragraph. If incompatibility is found between the existing organizational structure and the requirements provided for in Art. 2, items III to V, the Central Bank of Brazil will set a deadline for correction, after which, in case of non-compliance, it will deny the request.

Art. 27. The Central Bank of Brazil may issue norms and adopt measures necessary for the execution of the provisions of this Resolution.

Sole paragraph. In exercising the competence provided for in the main text, the Central Bank of Brazil will consider the object of the authorization, the nature and size of the institution, as well as the complexity and risk of the business.

Art. 28. The provisions of this Resolution apply to authorization requests filed with the Central Bank of Brazil from the entry into force of this normative act.

CHAPTER X
FINAL PROVISIONS

Art. 29. The following are revoked:

I - Resolution No. 3.166, of January 29, 2004;

II - Resolution No. 4.122, of August 2, 2012;

III - Resolution No. 4.279, of October 31, 2013;

IV - Resolution No. 4.308, of January 30, 2014;

V - the following provisions of Resolution No. 4.434, of August 5, 2015:

a) Arts. 2 to 12;

b) Art. 14;

c) Arts. 47 to 51; and

d) Art. 65;

VI - the following provisions of Resolution No. 4.656, of April 26, 2018:

a) Arts. 27 to 41-A; and

b) Art. 43; and

VII - the following provisions of Resolution No. 4.721, of May 30, 2019:

a) Arts. 8 and 9; and

b) Arts. 12 to 21.

~~Art. 30. This Resolution enters into force on July 1, 2022.~~

Art. 30. This Resolution enters into force on September 1, 2022. (Wording given by CMN Resolution No. 5.020, of 6/23/2022.)

Roberto de Oliveira Campos
Neto
President of the Central Bank of Brazil

What changed in the obligations

Against Resolution CMN No. 4122 — Establishes Requirements and Procedures for Constitution, Authorization to Operate, Cancellation of Authorization, Changes in Control, Corporate Reorganizations, and Conditions for Holding Offices in Statutory or Contractual Bodies of Financial Institutions (2012-08-02)

23 new obligations · 2 changed obligations · 6 changes of scope · 3 changes of who is bound · 62 not carried over

24 obligations are the same in both texts.

Changed (11)

What must be done
Before
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: c) operational plan, detailing the following aspects: 3. corporate governance standards and business management structure;
Now
Art. 2. The requirements for the authorizations referred to in this Resolution are: V - compatibility of corporate governance structure with the complexity and risks of the business;
Who is bound
Before
Art. 2º The conditions for the exercise of the positions referred to in art. 1º, in addition to others required by legislation and current regulation, are: I - to have an unblemished reputation;
Now
Art. 2. The requirements for the authorizations referred to in this Resolution are: VI - unblemished reputation of holders of positions in statutory or contractual bodies, of controllers, and of holders of qualified participation, in the case of natural persons;
Scope
Before
Art. 13 The transfer of corporate control and any direct or indirect change in the control group, which may imply a change in the list of persons exercising effective management of the institution's business, resulting from: III - act, isolated or together, of any person, natural or legal, or group of persons representing a common interest, are subject to authorization by the Central Bank of Braz…
Now
Art. 3. The following depend on authorization from the Central Bank of Brazil: II - the transfer or alteration of corporate control, conditioned on compliance with the requirements provided in items I, II, and VI of Article 2 and the conditions provided in Chapters IV and V, as well as with the requirement provided in item III of Article 2, in cases of change in strategic or operational nature;
Scope
Before
Art. 14 The following are also subject to authorization by the Central Bank of Brazil: III - merger, spin-off, or incorporation;
Now
Art. 3. The following depend on authorization from the Central Bank of Brazil: III - the merger, spin-off, or incorporation of an institution related to Article 1, as well as the splitting of a credit cooperative or a service confederation, conditioned on compliance with the requirements provided in items III and IX of Article 2; [(Wording given by CMN Resolution No. 5,062, of 2/16/2023.)](http…
Scope
Before
Art. 14 The following are also subject to authorization by the Central Bank of Brazil: I - change of corporate object, observing the provisions of Article 19;
Now
Art. 3. The following depend on authorization from the Central Bank of Brazil: VIII - the change of corporate object to another type of institution part of the National Financial System, conditioned on compliance with the requirements provided in items III and IX of Article 2;
What must be done
Before
Art. 18. The following are conditioned on the absence of objection by the supervisor of the country of origin: I - the constitution, in the country, of a subsidiary of a financial institution headquartered abroad;
Now
Art. 5. The following are conditioned on the absence of objection from the supervisor of the country of origin: I - the operation, in the Country, of a subsidiary of a financial institution headquartered abroad; and
Scope
Before
Art. 6 The interested parties shall, within 60 (sixty) days from the favorable manifestation of the Central Bank of Brazil regarding the venture proposal, meet the following conditions: I - the publication of the statement of purpose referred to in item I of the main text, in the case of constitution of development agencies;
Now
§ 2. The obligation to publish is exempted for the information referred to in: I - item I of the caput, in the case of development agencies and cooperative banks;
Scope
Before
Art. 17. The direct corporate participation that implies control of the institutions referred to in art. 1º may only be exercised by: II - financial institutions headquartered in the country or abroad and other institutions authorized to operate by the Central Bank of Brazil;
Now
Art. 9. Direct corporate participation implying control of the institutions referred to in Article 1 may only be exercised by: II - institutions authorized to operate by the Central Bank of Brazil;
Who is bound
Before
Art. 2º The conditions for the exercise of the positions referred to in art. 1º, in addition to others required by legislation and current regulation, are: II - to be a resident in the country, in the cases of director, managing partner, and fiscal councilor;
Now
The conditions for holding positions in statutory or contractual bodies and assuming the condition of controller or holder of qualified participation in the institutions referred to in Article 1, in addition to other requirements established by legislation and current regulation, are: I - being a resident in the Country, for executive positions;
Who is bound
Before
Art. 10. The statutes or articles of association of the institutions to which art. 1º applies must contain a clause explaining that the mandate of the occupants of positions in their statutory or contractual bodies, with the exception of the fiscal council, shall extend until the taking of office of their substitutes.
Now
The bylaws or corporate agreements of the institutions referred to in Article 1 must contain a clause specifying that the term of office of: I - holders of positions in their statutory or contractual bodies, with the exception of non-permanent bodies, will extend until the taking office of new elected or appointed members; and
Scope
Before
Art. 7 Within 180 (one hundred and eighty) days from receipt of the favorable manifestation of the Central Bank of Brazil regarding compliance with the conditions provided for in Article 6, the interested parties shall: II - the company shall be governed subsidiarily by the corporation law, in accordance with Article 1,053, sole paragraph, of Law No. 10,406 of January 10, 2002 (Civil Code), when …
Now
Art. 25. The institutions referred to in Art. 1 that are constituted as limited liability companies, when permitted by current legislation and regulations, must provide in their statutes or corporate agreements that the company will be governed supplementarily by the law of joint-stock companies, in accordance with Art. 1.053, sole paragraph, of Law No. 10.406, of January 10, 2002 (Civil Code), i…

New in this text (23)

Art. 2. The requirements for the authorizations referred to in this Resolution are: I - economic and financial capacity of the controllers, individually or jointly, compatible with the capital necessary for the structuring and operation of the institution, as well as for contingencies arising from market dynamics;
Art. 2. The requirements for the authorizations referred to in this Resolution are: IV - compatibility of information technology infrastructure with the complexity and risks of the business;
Art. 2. The requirements for the authorizations referred to in this Resolution are: IX - compliance with the minimum capital and equity requirements provided for in the current regulation.
Art. 3. The following depend on authorization from the Central Bank of Brazil: VI - the alteration of share capital value, except for credit cooperatives and service confederations, conditioned on compliance with the requirement provided in item II of Article 2, in case of increase, or with the requirements provided in items III and IX of Article 2, in case of capital reduction; [(Wording given…
Art. 3. The following depend on authorization from the Central Bank of Brazil: VII - the change of corporate name;
Art. 3. The following depend on authorization from the Central Bank of Brazil: X - the practice of leasing operations by a development agency, conditioned on compliance with the requirements provided in items III and IX of Article 2;
Art. 3. The following depend on authorization from the Central Bank of Brazil: XI - the alteration of bylaws or corporate agreements;
Art. 3. The following depend on authorization from the Central Bank of Brazil: XII - the change of category, in the case of credit cooperatives, conditioned on compliance with the requirements provided in items III and IX of Article 2; and
Art. 3. The following depend on authorization from the Central Bank of Brazil: XIII - the transfer of headquarters to another municipality.
§ 1. The authorization provided for in item VI of the caput does not apply to capital increase resulting from: I - conversion of instruments authorized by the Central Bank of Brazil to compose the Supplementary Capital or Level II of Reference Equity (PR) of the institution, provided that such alteration does not entail statutory changes or changes in the control group; or
§ 1. The authorization provided for in item VI of the caput does not apply to capital increase resulting from: II - incorporation of capital and profit reserves.
§ 4. In the authorization for the operation of a credit cooperative, in the event of a commitment to affiliation, there must be a statement from the respective central cooperative or confederation.
Art. 7. The Central Bank of Brazil will publish, with a view to enabling the manifestation of the general public regarding any objections, information regarding requests of interest to the institution, including, at a minimum: II - the names of those elected or appointed to administrative positions; and
§ 2. The obligation to publish is exempted for the information referred to in: II - item II of the caput, in the case of credit cooperatives and service confederations; and (Wording given by CMN Resolution No. 5,062, of 2/16/2023.)
§ 2. The obligation to publish is exempted for the information referred to in: III - item III of the caput, in the case of development agencies, credit cooperatives, and service confederations.
§ 1. Participation in the control of the institutions referred to in Article 1 by non-profit entities is admitted, provided that, on the date of entry into force of this Resolution, they already participated in the control of institutions authorized to operate by the Central Bank of Brazil.
The corporate control of direct credit companies and peer-to-peer lending companies, in addition to the hypotheses provided for in Article 9, may be exercised by an investment fund: II - jointly with a person or group of persons.
§ 2. An investment fund constituted abroad may only exercise control in the manner provided for in item I of the caput if there is a supervisory authority responsible for its oversight.
The bylaws or corporate agreements of the institutions referred to in Article 1 must contain a clause specifying that the term of office of: II - elected administrators will be for a fixed term, not exceeding four years, with reelection admitted, in the case of institutions constituted in the form of a limited liability company.
The determination provided for in the caput is exempted if the minimum number of members for the respective positions provided for in the bylaws or corporate agreement is met.
I - at the request of the institution; and
Art. 22. The institution must disclose to its customers, through its website and premises, that it intends to file a request for cancellation of authorization for operation, at least thirty days prior to the date of said request.
Art. 24. The following operations must be communicated to the Central Bank of Brazil: II - capital change resulting from the conversion of instruments authorized by the Central Bank to compose the Complementary Capital or Level II of Reference Equity (PR) of the institution, as provided for in item I of § 1º of Art. 3.

Not carried over (62)

Art. 2 The operation of the institutions referred to in Article 1 presupposes: I - constitution, in accordance with legal norms, this Resolution, and other prevailing regulatory provisions;
Art. 2 The operation of the institutions referred to in Article 1 presupposes: II - authorization to operate.
Art. 3 In the constitution process, the person technically qualified to conduct the project at the Central Bank of Brazil must be indicated, as well as the organizing group of the institution, which must include representatives of the future control group and future holders of qualified participation.
Art. 4 The constitution process of the institutions referred to in Article 1 shall begin with the presentation to the Central Bank of Brazil of: I - draft of the statement of purpose provided for in item I of Article 6;
Art. 4 The constitution process of the institutions referred to in Article 1 shall begin with the presentation to the Central Bank of Brazil of: II - executive summary of the business plan provided for in item II of Article 6, the minimum content of which shall be defined by the Central Bank of Brazil;
Art. 4 The constitution process of the institutions referred to in Article 1 shall begin with the presentation to the Central Bank of Brazil of: III - identification of the members of the control group of the institution and holders of qualified participation in the institution, with their respective corporate participations, accompanied by the declaration referred to in Article 4 of Annex II of …
Art. 4 The constitution process of the institutions referred to in Article 1 shall begin with the presentation to the Central Bank of Brazil of: IV - identification of the natural and legal persons that make up the economic group to which the institution will belong and that may come to exercise direct or indirect influence on its business;
Art. 4 The constitution process of the institutions referred to in Article 1 shall begin with the presentation to the Central Bank of Brazil of: VI - identification of the origin of the resources to be used in the venture;
Art. 6 The interested parties shall, within 60 (sixty) days from the favorable manifestation of the Central Bank of Brazil regarding the venture proposal, meet the following conditions: I - publication of a statement of purpose by natural or legal persons who are not part of the control group of an institution mentioned in Article 1, in the terms and conditions established by the Central Bank of …
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: a) financial plan, which must demonstrate the economic-financial viability of the project and must include: 1. economic premises;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: a) financial plan, which must demonstrate the economic-financial viability of the project and must include: 2. project premises;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: a) financial plan, which must demonstrate the economic-financial viability of the project and must include: 3. methodology used for business evaluation;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: a) financial plan, which must demonstrate the economic-financial viability of the project and must include: 4. projection, prepared on a monthly basis, of the financial statements and cash flow;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: a) financial plan, which must demonstrate the economic-financial viability of the project and must include: 5. capital structure and financing sources;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: a) financial plan, which must demonstrate the economic-financial viability of the project and must include: 6. estimate of the discount rate, calculated based on a widely accepted methodology for calculating the cost of equity c…
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: a) financial plan, which must demonstrate the economic-financial viability of the project and must include: 7. calculation of the Net Present Value (NPV) of the project based on the Cash Flow Available to Shareholders;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: a) financial plan, which must demonstrate the economic-financial viability of the project and must include: 8. description of the critical variables for the success of the venture, as well as the construction of three scenarios …
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: b) marketing plan, which must include the following topics: 1. strategic objectives of the venture;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: b) marketing plan, which must include the following topics: 2. description of the market in which the institution intends to operate, including the risks existing therein and those resulting from eventual business concentration;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: b) marketing plan, which must include the following topics: 3. target audience;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: b) marketing plan, which must include the following topics: 4. main products and services to be offered;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: b) marketing plan, which must include the following topics: 5. competition analysis;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: b) marketing plan, which must include the following topics: 6. technologies to be used in product placement and sizing of the service structure;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: c) operational plan, detailing the following aspects: 1. the corporate composition of the institution and the economic group to which it belongs, explicitly stating, at all levels of participation, the members of the control gro…
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: c) operational plan, detailing the following aspects: 2. the relationship the institution intends to maintain with other natural or legal persons that make up the economic group to which it belongs;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: c) operational plan, detailing the following aspects: 4. the organizational chart of the institution and personnel policy;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: c) operational plan, detailing the following aspects: 5. the physical structure;
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: c) operational plan, detailing the following aspects: 6. internal controls, the structure to be used in risk management, contingency plans to be adopted, and the indication of systems, procedures, and controls to be used for the…
II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article: c) operational plan, detailing the following aspects: 7. 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 discl…
Art. 6 The interested parties shall, within 60 (sixty) days from the favorable manifestation of the Central Bank of Brazil regarding the venture proposal, meet the following conditions: III - presentation of drafts of the corporate acts of constitution of the legal entity subject to authorization to operate;
Art. 6 The interested parties shall, within 60 (sixty) days from the favorable manifestation of the Central Bank of Brazil regarding the venture proposal, meet the following conditions: V - absence 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 es…
Art. 6 The interested parties shall, within 60 (sixty) days from the favorable manifestation of the Central Bank of Brazil regarding the venture proposal, meet the following conditions: II - the sending of the financial plan referred to in item II, letter "a", of the main text, in the case of constitution of securities brokerage companies, securities distribution companies, and foreign exchange b…
Art. 6 The interested parties shall, within 60 (sixty) days from the favorable manifestation of the Central Bank of Brazil regarding the venture proposal, meet the following conditions: § 4 In the case of item II of § 3, the financial plan must remain at the company's headquarters during the period stipulated in the form of § 2, and the Central Bank of Brazil may require its presentation at any t…
Art. 7 Within 180 (one hundred and eighty) days from receipt of the favorable manifestation of the Central Bank of Brazil regarding compliance with the conditions provided for in Article 6, the interested parties shall: I - formalize the corporate acts of constitution of the legal entity to be subject to authorization to operate by the Central Bank of Brazil, taking them, after approval by the Au…
Art. 7 Within 180 (one hundred and eighty) days from receipt of the favorable manifestation of the Central Bank of Brazil regarding compliance with the conditions provided for in Article 6, the interested parties shall: II - implement the organizational structure, including corporate governance structures, business management, internal controls, and risk management, hiring electronic systems and …
Art. 7 Within 180 (one hundred and eighty) days from receipt of the favorable manifestation of the Central Bank of Brazil regarding compliance with the conditions provided for in Article 6, the interested parties shall: III - present to the Central Bank of Brazil a request requesting the holding of an inspection to verify the implemented organizational structure.
Art. 7 Within 180 (one hundred and eighty) days from receipt of the favorable manifestation of the Central Bank of Brazil regarding compliance with the conditions provided for in Article 6, the interested parties shall: I - until the issuance of the authorization to operate the institution, the performance of any activity is prohibited, especially operations exclusive to the institutions referred…
Art. 7 Within 180 (one hundred and eighty) days from receipt of the favorable manifestation of the Central Bank of Brazil regarding compliance with the conditions provided for in Article 6, the interested parties shall: § 2 The share capital of the company provided for in the main text, item I, shall be fully paid exclusively in current currency.
Art. 7 Within 180 (one hundred and eighty) days from receipt of the favorable manifestation of the Central Bank of Brazil regarding compliance with the conditions provided for in Article 6, the interested parties shall: § 3 While the legal entity referred to in the main text, item I, maintains in its bylaws or articles of association the restrictive clause mentioned in § 1, item I, its paid-up ca…
Art. 9 If the adequacy of the organizational structure is found, the authorization to operate will depend on the presentation to the Central Bank of Brazil, within 90 (ninety) days, of documentation proving the adoption of the following measures: I - alteration of the bylaws or articles of association of the legal entity referred to in item I of Article 7, in order to adapt its share capital to t…
Art. 9 If the adequacy of the organizational structure is found, the authorization to operate will depend on the presentation to the Central Bank of Brazil, within 90 (ninety) days, of documentation proving the adoption of the following measures: II - election of administrators and other members of the statutory or contractual bodies of the institution;
Art. 11 Once activities have begun, the institution shall, during the period stipulated by the Central Bank of Brazil in the form of § 2 of Article 6, demonstrate, in the management report accompanying the semi-annual financial statements, the adequacy of the operations carried out with the strategic objectives established in the business plan.
Art. 12 In the case of requests for authorization to operate made by an institution mentioned in Article 1 or by natural or legal persons who are part of the control group of an institution referred to in Article 1, the requirements established in item II of Article 7 may be met through an operational agreement for sharing organizational structures between the legal entity to be subject to author…
Art. 13 The transfer of corporate control and any direct or indirect change in the control group, which may imply a change in the list of persons exercising effective management of the institution's business, resulting from: I - shareholders' or quota holders' agreement;
Art. 13 The transfer of corporate control and any direct or indirect change in the control group, which may imply a change in the list of persons exercising effective management of the institution's business, resulting from: II - inheritance and acts of disposition of will, such as donation, advance of legitime, and constitution of usufruct;
Art. 15 The requests referred to in Articles 13 and 14 must observe the following conditions: I - in the cases provided for in Article 13, the documents and conditions provided for in items I, III, IV, V, and VII of Article 4 and in items I, IV, and V of Article 6 must be presented, as well as proof of the origin of the resources used in the operation;
Art. 15 The requests referred to in Articles 13 and 14 must observe the following conditions: II - in the cases provided for in Article 14, a reasoned justification for the operation must be presented.
Art. 16. The following operations must be submitted to the Central Bank of Brazil, under the conditions it establishes: I - entry of a shareholder or partner with a qualified participation or with rights corresponding to a qualified participation;
Art. 16. The following operations must be submitted to the Central Bank of Brazil, under the conditions it establishes: 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.
Art. 17. The direct corporate participation that implies control of the institutions referred to in art. 1º may only be exercised by: § 2º The entry of a partner or partner as a member of the control group requires compliance with the provisions of the main text.
Art. 20. The following are indispensable requirements for the cancellation, upon request, of the authorization to operate of the institutions referred to in art. 1º: I - publication of a statement of purpose under the terms and conditions established by the Central Bank of Brazil, which shall also publish it, using the means it deems most appropriate;
Art. 20. The following are indispensable requirements for the cancellation, upon request, of the authorization to operate of the institutions referred to in art. 1º: II - deliberation in a general assembly or in a meeting of partners, as the case may be;
Art. 20. The following are indispensable requirements for the cancellation, upon request, of the authorization to operate of the institutions referred to in art. 1º: III - instruction of the respective process with the Central Bank of Brazil under the terms and conditions established by it.
§ 2º The provisions of this Resolution are exempted from federal public financial institutions, whose members of statutory bodies are invested in their respective positions in accordance with current legislation, without prejudice to the obligation to communicate the respective acts of election or appointment to the Central Bank of Brazil within a maximum period of 15 (fifteen) days from their oc…
Art. 2º The conditions for the exercise of the positions referred to in art. 1º, in addition to others required by legislation and current regulation, are: V - not to be responding, nor any company of which they are controller or administrator, for protest of titles, judicial collections, issuance of bad checks, default on obligations, and other analogous occurrences or circumstances;
Art. 2º The conditions for the exercise of the positions referred to in art. 1º, in addition to others required by legislation and current regulation, are: VII - not to have controlled or administered, in the 2 (two) years preceding the election or appointment, a firm or society subject to a declaration of insolvency, liquidation, intervention, bankruptcy, or judicial reorganization.
Art. 4º Without prejudice to the other documents necessary for the instruction of the process, the elected or appointed persons for positions in statutory or contractual bodies of the institutions referred to in art. 1º must present to the Central Bank of Brazil the authorizations described in item VII of art. 4º of Annex I of this Resolution and a declaration regarding their eventual classificat…
§ 1º If the elected or appointed person falls into any of the situations provided for in art. 3º, such circumstance must be informed in the declaration referred to in the main text, which must be accompanied by documents that allow assessing the nature and stage in which the reported occurrences are.
§ 2º The acceptance, by the Central Bank of Brazil, of names for the exercise of the positions referred to in art. 1º 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 Autarchy.
§ 2º The declaration referred to in § 1º is waived in the cases of election of administration councilor, director, and managing partner with a mandate in force in the same institution or in another entity part of the respective financial conglomerate.

The first 60 of 62 are shown.

“Not carried over” means the sentence has no counterpart in this text; the rule can still be in force in another text.

CMN Resolution No. 4,970 — Regulates Authorization Processes for Financial Institutions