CMN Resolution No. 4,990 — Amends Resolution No. 4,737 of July 29, 2019 regarding credit information reporting and database manager registration

CMN RESOLUTION NO. 4,990, OF MARCH 24, 2022

Amends Resolution No. 4,737, of July 29, 2019, which provides for the supply, by financial institutions and other institutions authorized to operate by the Central Bank of Brazil, of compliance information regarding natural persons and legal entities to the managers of data banks referred to in Law No. 12,414, of June 9, 2011, and regarding the conditions for obtaining and canceling the registration of these managers.

The Central Bank of Brazil, in accordance with Article 9 of Law No. 4,595, of December 31, 1964, makes it public that the National Monetary Council, in a session held on March 24, 2022, based on Articles 4, items VI and VIII, of the aforementioned Law, Article 7 of Law No. 6,099, of September 12, 1974, Article 1, paragraph 1, of Complementary Law No. 130, of April 17, 2009, and Article 12, paragraph 3, of Law No. 12,414, of June 9, 2011, and taking into account the provisions of Article 1, paragraph 3, item VII, of Complementary Law No. 105, of January 10, 2001,

R E S O L V E S:

Article 1. Resolution No. 4,737, of July 29, 2019, shall enter into force with the following alterations:

"Article 6. ............................................................................................................

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IV - compliance, by the controller or by the members of the control group, of the conditions set forth in Article 8 of this Resolution, in the case of a data bank manager organized as a corporation or a limited liability company; and

V - identification of the controller or of the members of the control group of the data bank manager, with their respective equity participations, in the case of a data bank manager organized as a corporation or a limited liability company.

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Paragraph 2. For the purposes of this Resolution, the following are understood as:

I - controller: a person or investment fund that, individually or jointly with other members of a control group of which it is part, holds shareholder rights corresponding to the majority of the voting capital of a corporation or to 75% (seventy-five percent) of the share capital of a limited liability company:

a) in the case of a natural person or investment fund, directly or indirectly, observing the provisions of Paragraph 5; or

b) in the case of a legal entity, directly or, if indirectly, provided it appears at the last level of the branches of the entity's control chain and its controllers are not identifiable as defined in this item;

II - control group: a group of persons and investment funds linked by a voting agreement or under common control that assume the status of controller of the entity, directly or indirectly.

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Paragraph 5. The investment fund may only appear as a controller:

I - alone, only in the indirect modality, through a legal entity headquartered in the Country whose exclusive corporate purpose is participation in a data bank manager; or

II - jointly with a person or group of persons, as a participant in a control group.

Paragraph 6. The definitions of controller apply to the beneficiaries of the right to vote.

Paragraph 7. For the purposes of the provisions of this article, any attribution of plural voting to one or more classes of ordinary shares shall be considered." (NR)

"Article 7. The Central Bank of Brazil shall deny the registration request of a data bank manager if the following are verified:

I - circumstances that affect the reputation of the controller, the members of the control group, the director responsible for the management of the data bank, or the director responsible for the information security policy; or

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"Article 8. The conditions for a natural person to be a controller, to integrate a control group, and to exercise the functions of director responsible for the management of the data bank and of director responsible for the information security policy of the data bank managers referred to in Article 1 are:

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Sole Paragraph. In cases of non-compliance with the provision of item VI of the main text, the Central Bank of Brazil shall consider the circumstances of each case, taking into account the public interest." (NR)

"Article 9. In evaluating the compliance, by the controllers, by the members of the control group, and by the directors responsible for the management of the data bank and the information security policy of the data bank managers referred to in Article 1, with the requirement established in Article 8, item I, the Central Bank of Brazil may take into account the following situations and occurrences:

I - criminal process or police inquiry;

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

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

IV - default on obligations; and

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

Sole Paragraph. In the analysis of the situations and occurrences set forth in the main text, the relevance, severity, recurrence, and circumstances of each case shall be considered." (NR)

"Article 13. The change of the controller or in the control group of a data bank manager organized as a corporation or a limited liability company must be communicated to the Central Bank of Brazil in the manner defined by it.

Sole Paragraph. If the new controller or the new members of the control group do not meet the requirements set forth in Article 8 of this Resolution, the Central Bank of Brazil shall grant a period for the data bank manager to regularize the situation, under penalty of cancellation of its registration." (NR)

Article 2. Items V and VII of Article 8 of Resolution No. 4,737, of 2019, are hereby revoked.

Article 3. This Resolution enters into force on April 1, 2022.

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