CMN Resolution No. 5,061 — Organization and Operation of Service Confederations

CMN RESOLUTION NO. 5,061, OF FEBRUARY 16, 2023

Provides for the organization and operation of service confederations.

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 February 16, 2023, based on Articles 1, paragraph 1, and 12 of Complementary Law No. 130, of April 17, 2009,

R E S O L V E D:

CHAPTER I
OF THE OBJECT AND SCOPE OF APPLICATION

Art. 1 This Resolution provides for the organization and operation of service confederations authorized to operate by the Central Bank of Brazil.

§ 1 Service confederations are considered to be confederations constituted exclusively by central credit cooperatives to provide services pertinent, complementary, or necessary to the activities carried out by their affiliates or by the single cooperatives affiliated with these central cooperatives, excluding services and operations exclusive to financial institutions.

§ 2 The provisions of this Resolution do not apply to cooperative entities of the third level constituted exclusively for the provision of audit services.

CHAPTER II
OF THE ATTRIBUTES AND SERVICES PROVIDED BY THE SERVICE CONFEDERATION

Art. 2 The service confederation must establish systemic action guidelines with a view to observing the principles of efficiency, economy, utility, and cooperative principles.

Art. 3 The service confederation must perform the following attributes:

I - supervise the operation, verifying compliance with current legislation and regulation and the own norms of the cooperative system by the affiliated central cooperatives;

II - adopt measures to ensure compliance with current norms regarding the implementation of internal control systems and employee certification by the affiliated central cooperatives;

III - recommend and adopt measures aimed at restoring normal operation, in the face of situations of non-compliance with applicable regulation or that entail immediate or future risk to the affiliated central cooperatives;

IV - monitor and forward to the Central Bank of Brazil, with the frequency determined by this agency, reports regarding the implementation of a plan for the solution of the situation that led to the adoption of preventive prudential measures against an affiliated central cooperative, with the objective of ensuring the solidity, stability, and regular operation of the National Financial System; and

V - promote the training and permanent capacity building of members of statutory bodies, managers, and members of the technical teams of the confederation itself and of the credit cooperatives part of the same cooperative system, as well as the associates of these cooperatives.

§ 1 The service confederation may perform the attributes referred to in items I to IV of the caput for the single credit cooperatives part of the same cooperative system, provided there are specific provisions in the bylaws of the service confederation, the central cooperative, and the single cooperative. [(Amended, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

§ 2 The attributes referred to in § 1 may be performed solely by the confederation, or jointly with the affiliated central cooperative, according to statutory provisions in the two cooperative entities that reflect the distribution of activities and corresponding responsibilities before the Central Bank of Brazil.

§ 3 The service confederation must designate a director responsible to the Central Bank of Brazil for the activities defined in this article.

Art. 4 The service confederation may provide the following services to the credit cooperatives of the same cooperative system:

I - organize on a larger scale the services complementary to the activities authorized for credit cooperatives;

II - manage and provide operational infrastructure; and

III - provide legal and accounting advisory.

Art. 4-A The service confederation may establish a systemic policy for the collection of new associates or for the increase of social capital by the body of associates of the single credit cooperatives part of the respective cooperative system, as well as define actions for the realization of campaigns and for the offer or distribution of bonuses, prizes, or other advantages with these purposes. [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

§ 1 The policy referred to in the caput must consider, at a minimum: [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

I - the expansion guidelines of the cooperative system; [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

II - the preservation of the economic interests of the associates of the single credit cooperatives part of the cooperative system; and [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

III - the financial inclusion of the population part of the area of operation of the single credit cooperatives part of the cooperative system. [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

§ 2 The campaigns referred to in the caput must observe the respective policy and provide, at a minimum: [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

I - the objectives; [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

II - the target audience; [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

III - economic rationality; [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

IV - the mechanisms for monitoring their effectiveness; and [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

V - the form of disclosure of results to the associates of the single credit cooperatives part of the cooperative system. [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

Art. 4-B The service confederation may assume, on a temporary basis, the administration of a credit cooperative part of the same system, when authorized by the Central Bank of Brazil, in the form of the regulation that disciplines the organization and operation of credit cooperatives. [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

Sole paragraph. The service confederation responsible for the temporary administration will render accounts of its acts to the associates of the cooperative under its administration at the time of the ordinary general assembly of that cooperative. [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

Art. 5 The Central Bank of Brazil may establish other attributes or specific actions for the service confederation, considering the performance of its legal competencies regarding the authorization and supervision of credit cooperatives.

Art. 6 The service confederation must communicate to the Central Bank of Brazil:

I - the requirements and criteria adopted for the admission and withdrawal of a central credit cooperative, addressing the strategy for facilitating the admission of newly constituted central credit cooperatives that do not yet meet possible requirements regarding asset size and organizational structure, for the provision of the services treated in this Chapter;

II - the irregularities or situations of abnormal exposure to risks, identified as a result of the performance of the services provided, including measures taken or recommended and eventual obstacles to their implementation, highlighting occurrences that indicate the possibility of future withdrawal;

III - the denial of a request for admission of a central credit cooperative, addressing the reasons that led to this decision; and

IV - the decision to admit a central credit cooperative, with the presentation of an independent audit report carried out in the 3 (three) months prior to the date of communication.

Art. 7 Upon finding non-compliance with any provision of this Chapter by a service confederation, the Central Bank of Brazil, in the performance of its supervision competencies, may adopt the following measures:

I - require an adequacy plan, including regarding the training and capacity building of its own technical team, the implementation of new supervision and control procedures, and related measures;

II - apply to the single credit cooperatives part of the cooperative system the operational limits and other requirements required for a single credit cooperative not affiliated with a central credit cooperative, through the establishment of an adequacy schedule; and

III - determine the suspension of the admission of new credit cooperatives until the irregularities are remedied.

Art. 8 The Central Bank of Brazil, considering the compliance with the provisions of this Chapter, may establish requirements regarding:

I - frequencies, standards, procedures, and other aspects to be adopted for supervision, evaluation, report preparation, and sending communications to the said agency, including the definition of specific procedures regarding certain central credit cooperatives and their affiliates; and

II - deadlines for adequacy to the established requirements, as well as other operational conditions deemed necessary for the observance of the present provisions.

CHAPTER III
OF SOCIAL CAPITAL AND EQUITY

Art. 9 [(Revoked by Joint Resolution No. 14, of November 3, 2025.)]

Art. 9-A The social capital of the service confederation must be fully paid exclusively in current currency. [(Included by Joint Resolution No. 14, of November 3, 2025.)]

Art. 10. It is prohibited for the service confederation, in the full payment of shares by its affiliates, the installment, the granting of guarantee, or the assumption of co-obligation in a credit operation for this purpose.

Art. 11. The losses verified in the closed fiscal year must be promptly covered by the affiliated cooperatives.

Sole paragraph. Compensation for losses verified in the closed fiscal year is admitted, by decision of the general assembly, through surpluses of subsequent years, provided that the minimum limits of paid-up social capital and equity referred to in Article 9 are met. [(Amended by Joint Resolution No. 14, of November 3, 2025.)]

Art. 12. The bylaws of the service confederation may establish rules regarding occasional redemption of shares, when initiated by the affiliated central cooperative.

CHAPTER IV
OF CORPORATE GOVERNANCE

Art. 13. The service confederation must implement a corporate governance policy approved by the general assembly, which contemplates:

I - the aspects of representativeness and participation, strategic direction, executive management, and supervision and control; and

II - the application of the principles of segregation of functions in administration, remuneration of members of statutory bodies, transparency, equity, ethics, cooperative education, corporate responsibility, and accountability.

Art. 14. The governance and management structure of the service confederation must be integrated, at a minimum, by the board of directors and the executive board subordinate to it. [(Amended, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

§ 1 The board of directors will be elected by the general assembly and composed of central credit cooperatives affiliated with the service confederation, represented by natural persons associated with the single credit cooperatives part of the same cooperative system. [(Amended, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

§ 2 The board of directors must be renewed at each election by at least one-third of its associated members, except in the service confederation whose board of directors has equal participation of all its associated cooperatives. [(Amended, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

§ 3 The members of the executive board must be elected by the board of directors among natural persons, in accordance with Article 5 of Complementary Law No. 130, of April 17, 2009, and the simultaneous exercise of positions on the board of directors and the executive board in the same service confederation is prohibited. [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

Art. 14-A. The service confederation must implement and maintain a policy for the renewal of members of the board of directors that: [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

I - establishes a limit of stay of members on the board of directors; [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

II - is consistent with the administrator succession policy of the confederation; and [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

III - considers the risks involved, mainly the risk of continuity of the confederation. [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

§ 1 The policy referred to in the caput must be approved by the board of directors and communicated to the associates at the first general assembly held after its approval. [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

§ 2 While the confederation does not implement the policy referred to in the caput, the maximum period of stay of a member on the board of directors will be twelve consecutive years, regardless of the term of office. [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

§ 3 In the calculation of the maximum period of stay of a member on the board of directors provided for in § 2, mandates prior to the date of entry into force of this Resolution or ongoing on that date are not considered. [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

§ 4 The member who holds a mandate on the board of directors subject to the limit defined in the terms of § 2 may only integrate the board of directors again after at least one term has elapsed. [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

§ 5 The Central Bank of Brazil may determine a review of the policy referred to in the caput, including the limit of stay of members of the board of directors of the service confederation, if it considers the policy inadequate or incompatible with the risks to which the institution is exposed. [(Included, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)]

§ 6º The service confederation must keep available to the Central Bank of Brazil the documentation regarding the policy referred to in the caput, including the studies and justifications for its definition. (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

§ 7º Service confederations must comply with the provisions of this article starting from January 1, 2026. (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

Art. 14-B. The hiring of an independent board director who is not a member is admitted, as provided in the bylaws, provided that the majority of the board is composed of member individuals, in accordance with § 1º of Art. 14. (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

§ 1º Independent board directors are subject to: (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

I - the same rules established for associated members of the board of directors, except regarding the requirement of election by the general assembly as set forth in § 1º of Art. 14; and (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

II - the same competencies and responsibilities defined for associated members of the board of directors. (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

§ 2º For the purposes of this Resolution, a natural person shall not be considered an independent board director if they: (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

I - are a member of a singular credit cooperative that is part of the same cooperative system; (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

II - are, or have been within the last six months, counted from the date of taking office of the councilor, a member of a statutory body, except in the capacity of an independent board director, or possess an employment relationship or continuous service provision with: (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

a) a credit cooperative or service confederation that is part of the same cooperative system; or (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

b) a company controlled by the institutions referred to in item "a"; or (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

III - are the spouse, partner, or relative in a direct line or collateral up to the second degree of the persons referred to in item II. (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

§ 3º The eventual approval of an independent councilor by the general assembly must occur in a specific process, separate from the process for the election of associated board directors. (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

§ 4º The service confederation must notify the Central Bank of Brazil of any dismissal, at the initiative of the confederation, of an independent board director before the end of their term. (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

Art. 15. It is the responsibility of the board of directors, as a collegial deliberation body, among other strategic functions:

I - to establish the general business orientation;

II - to elect and remove directors and define their duties, observing the provisions contained in the bylaws;

III - to supervise the management of the directors;

IV - to examine, at any time, the books and papers of the service confederation;

V - to request information on contracts entered into or in the process of being entered into, and any other acts;

VI - to convene the general assembly;

VII - to express opinions on the administration report and on the accounts of the executive board;

VIII - to express prior opinions on acts or contracts, when the bylaws so require;

IX - to authorize, if the bylaws do not provide otherwise, the alienation of non-current assets and the constitution of real encumbrances; and

X - to choose and remove independent auditors.

Art. 16. The bylaws of the service confederation must establish:

I - the number of members of the board of directors, or the maximum and minimum permitted;

II - the number of directors, or the maximum and minimum permitted;

III - the method of election and removal of directors;

IV - the term of office of directors, which shall not exceed 4 (four) years, with reelection permitted;

V - the duties and powers of each director; and

VI - the method of decision-making.

Sole Paragraph. When the hiring of an independent board director is provided for, the bylaws must establish: (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

I - the guidelines for their hiring; (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

II - the maximum number of such councilors; and (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

III - the conditions for their reappointment. (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

Art. 17. It is the responsibility of the fiscal council, when instituted, among other duties established in the bylaws:

I - to supervise, by any of its members, the acts of the administrators and verify compliance with their legal and statutory duties;

II - to opine on the proposals of the administration bodies to be submitted to the general assembly regarding the incorporation, merger, or demerger of the confederation;

III - to analyze the financial statements prepared periodically by the service confederation;

IV - to opine on the regularity of the administration's accounts and the financial statements of the social year, preparing the respective opinion, which shall contain, if applicable, dissenting votes;

V - to summon internal auditors, cooperative auditors, and independent auditors, whenever necessary, to provide information necessary for the performance of their respective functions;

VI - to convene the general assembly, by deliberation of the majority of its members, whenever serious or urgent reasons arise; and

VII - to communicate, through any of its members, to the administration bodies, the general assembly, and the Central Bank of Brazil, material errors, frauds, or crimes of which they become aware, as well as the refusal of the administration to provide them with information or documents.

Sole Paragraph. The fiscal council must be renewed with at least one effective member at each election.

CHAPTER V
OF THE WITHDRAWAL OF A CENTRAL CREDIT COOPERATIVE FROM A SERVICE CONFEDERATION

Art. 18. In the event of withdrawal initiated by a central credit cooperative, the service confederation must send to the Central Bank of Brazil an assessment of the situation of the affiliated entity and the singular cooperatives affiliated with that central cooperative, addressing any existing deficiencies and irregularities and prospects after withdrawal.

Art. 19. In the event of withdrawal of a central credit cooperative initiated by the service confederation, it must send to the Central Bank of Brazil, prior to adopting the measure, a detailed report informing:

I - the legal or statutory infringement, or special fact provided for in its bylaws, that justifies the withdrawal; and

II - the assessment of the situation of the affiliated central credit cooperative, addressing the deficiencies and irregularities found and prospects after withdrawal.

CHAPTER VI
OF INDEPENDENT AUDITING OF THE SERVICE CONFEDERATION

Art. 20. Independent auditing services of the financial statements of a service confederation may be provided by:

I - an independent auditor, as defined in specific regulation; or

II - a cooperative audit entity accredited by the Central Bank of Brazil.

Art. 21. The following provisions apply to the conduct of independent auditing by the cooperative audit entity:

I - registration of the cooperative audit entity with the Securities and Exchange Commission (Comissão de Valores Mobiliários) is not required;

II - the existence of a corporate link between the cooperative audit entity and the audited service confederation does not constitute an impediment to the conduct of the audit;

III - the limit on the percentage of annual revenue provided in the regulation governing the provision of independent auditing services for financial institutions and other entities authorized to operate by the Central Bank of Brazil does not apply; and

IV - there must be no link between a member of a statutory body, employee, or service provider of the audited service confederation and the cooperative audit entity.

§ 1º The technical manager, director, manager, supervisor, or any other member with a management function of the team involved in the independent audit work must be replaced with the same frequency and conditions established in the regulation governing the provision of independent auditing services for financial institutions and other entities authorized to operate by the Central Bank of Brazil.

§ 2º If any fact is observed that implies suspicion regarding the independence of the cooperative audit entity in carrying out the financial statement audit service, the Central Bank of Brazil may determine the revision of this audit by another entity that does not have a corporate link with the audited cooperative system.

§ 3º If the measure provided for in § 2º is adopted and the problem persists, the Central Bank of Brazil may determine that the cooperative audit entity abstains from conducting financial statement audits of service confederations with which it has a direct corporate link.

Art. 22. Upon finding non-compliance with requirements established in Arts. 20 and 21, the auditing services will be considered ineffective for meeting the norms issued by the National Monetary Council and the Central Bank of Brazil.

Art. 23. The reports resulting from independent auditing services must be kept available to the affiliates that request them.

CHAPTER VII
GENERAL PROVISIONS

Art. 24. Observing current legislation, the service confederation may only participate in the capital of:

I - companies not subject to authorization to operate by the Central Bank of Brazil intended to provide services to credit cooperatives; and

II - institutional representation entities, technical cooperation entities, or educational purpose entities.

§ 1º The corporate participations provided for in the items of the caput do not depend on authorization from the Central Bank of Brazil.

§ 2º The service confederation, whenever requested by the Central Bank of Brazil, must provide any documents or information about the company or entity whose capital it participates in directly or indirectly.

Art. 25. Members of statutory bodies and holders of management positions in a service confederation are prohibited from:

Art. 25. It is prohibited for members of the statutory bodies of a service confederation: (Amended, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

I - to participate in the administration of other institutions authorized to operate by the Central Bank of Brazil;

I - to participate in the administration of other institutions authorized to operate by the Central Bank of Brazil, except: (Amended, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

a) credit cooperatives that are part of the same system, observing the provisions of Art. 5º, § 3º, of Complementary Law No. 130, of 2009; and (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

b) other institutions authorized to operate by the Central Bank of Brazil controlled, directly or indirectly, by credit cooperatives that are part of the same system; (Added, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

II - to hold 5% (five percent) or more of the capital of other institutions authorized to operate by the Central Bank of Brazil, except credit cooperatives; and

III - to participate in the capital of merchant development societies.

Sole Paragraph. The prohibition referred to in item I of the caput does not apply:

I - to members of the board of directors who do not hold the positions of president and vice-president of that board and to members of the fiscal council, in both cases, with respect to credit cooperatives that are part of the same system; and

II - to participation in statutory bodies of institutions authorized to operate by the Central Bank of Brazil and other entities controlled, directly or indirectly, by credit cooperatives that are part of the same system, provided that executive functions are not assumed in these controlled entities.

Sole Paragraph. (Revoked, effective July 1, 2024, by CMN Resolution No. 5,139, of May 23, 2024.)

Art. 26. The service confederation may hold the ordinary general assembly for the review of closing financial statements of the fiscal year only after at least 10 (ten) days from the date of publication of these statements, accompanied by the respective audit report.

Art. 27. The Central Bank of Brazil, in the exercise of its supervisory duties, if it finds deficiencies in the internal control structure and risk management or insufficiency in the physical and technological structures used in the operation, management, and placement of services by the service confederation, may determine the suspension of the admission of new central cooperatives, while the deficiencies are not remedied.

Art. 28. Service confederations must observe the regulation that governs the authorization processes related to their operation.

Art. 29. Violations of the provisions of the legislation and this Resolution, as well as the practice of acts contrary to cooperative principles, subject the directors and members of boards of directors, fiscal councils, and similar bodies of service confederations to the penalties provided for in Law No. 13,506, of November 13, 2017, without prejudice to others established in current legislation.

Art. 30. The regulation governing:

I - the calculation and minimum requirements for Reference Equity (PR); and

II - the maximum limit for the application of resources in Permanent Assets is not applicable to the service confederation.

CHAPTER VIII
TRANSITIONAL AND FINAL PROVISIONS

Art. 31. The service confederation operating on the date of entry into force of this Resolution is exempt from observing the accounting and auditing regulation applicable to financial institutions and other entities authorized to operate by the Central Bank of Brazil, as well as from the use of the Accounting Standard of Institutions Regulated by the Central Bank of Brazil (Cosif), until the end of the fiscal year in which its authorization to operate by the Central Bank of Brazil is published.

Art. 32. The service confederation operating on the date of entry into force of this Resolution must observe the minimum share capital limit set forth in Art. 9º, caput, starting from the date of the request for authorization to operate to the Central Bank of Brazil.

Art. 33. For the service confederation operating on the date of entry into force of this Resolution, the minimum net equity limit set forth in Art. 9º, caput, must be observed starting from the fifth year counted from the date of authorization to operate, with at least 50% (fifty percent) of the respective limit to be observed starting from the date of the request for authorization to operate to the Central Bank of Brazil.

Art. 34. The provisions of § 1º of Art. 9º do not apply to capital integrations that occurred prior to the entry into force of this Resolution.

Art. 35. This Resolution enters into force on the date of its publication.

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