CMN Resolution No. 5,118 — Provisions on the Collateral for the Issuance of Agricultural Receivables Certificates (CRAs), Real Estate Receivables Certificates (CRIs), and Agricultural Credit Rights Certificates (CDCAs)

CMN Resolution No. 5,118

CMN RESOLUTION NO.
5,118, OF FEBRUARY 1, 2024

Provides for the collateral of the issuance of Agricultural Receivables Certificates (CRAs) and Real Estate Receivables Certificates (CRIs).

Provides for the collateral of the issuance of Agricultural Receivables Certificates – CRAs, Real Estate Receivables Certificates – CRIs and Agricultural Credit Rights Certificates – CDCAs. (Amended by CMN Resolution No. 5,163, of 8/22/2024.)

The Central Bank of Brazil, in accordance with art. 9 of Law No. 4,595, of December 31, 1964, makes public that the National Monetary Council, in an extraordinary session held on February 1, 2024, based on arts. 3, items I to III, of Law No. 6,385, of December 7, 1976, 49 of Law No. 11,076, of December 30, 2004, and 41 of Law No. 9,514, of November 20, 1997,

R E S O L
V E D:

Art. 1. This
Resolution provides for the collateral of Agricultural Receivables Certificates (CRAs) and Real Estate Receivables Certificates (CRIs), issued by securitization companies.

Art. 1.
This Resolution provides for the collateral of Agricultural Receivables Certificates – CRAs and Real Estate Receivables Certificates – CRIs, issued by securitization companies, and Agricultural Credit Rights Certificates – CDCAs. (Amended by CMN Resolution No. 5,163, of 8/22/2024.)

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

I - debt securities: the securities, securities, and contractual instruments representing credit, promise of future payment, or financing operations such as debentures, promissory notes, commercial paper, bank credit certificates, bank deposit certificates, finance letters, loan contracts, financing contracts, financial lease or leasing;

II - main business sector: the sector of a company responsible for more than 2/3 (two thirds) of its consolidated revenue, calculated based on the financial statements of the last fiscal year published.

Sole
Paragraph. When used in this instruction, the expression "related party" has the meaning attributed to it in the respective Technical Pronouncement of the Accounting Pronouncements Committee, received by the Securities and Exchange Commission.

Sole Paragraph. (Revoked by CMN Resolution No. 5,121, of 3/1/2024.)

§ 1. When used in this Resolution, the expression "related party" has the meaning attributed to it in the respective Technical Pronouncement of the Accounting Pronouncements Committee, received by the Securities and Exchange Commission. (Included by CMN Resolution No. 5,121, of 3/1/2024.)

§ 2. For the purposes of item I of the main text, debt securities shall not be considered commercial contracts and obligations of a commercial nature, such as accounts receivable and contracts of lease, purchase and sale, promise of purchase and sale, and usufruct related to real estate. (Included by CMN Resolution No. 5,121, of 3/1/2024.)

Art. 3.
CRAs and CRIs may not contain as collateral:

Art. 3.
CRAs, CRIs, and CDCAs may not contain as collateral: (Amended by CMN Resolution No. 5,163, of 8/22/2024.)

I - debt titles whose issuer, debtor, co-debtor, or guarantor is:

I - debt titles whose debtor, co-debtor, or guarantor is: (Amended by CMN Resolution No. 5,121, of 3/1/2024.)

a) open company or related party to an open company, except if the main business sector of the open company is the real estate sector, in the case of CRIs, or agribusiness, in the case of CRAs; or

a) open company or related party to an open company, except if the main business sector of the open company is the real estate sector, in the case of CRIs, or agribusiness, in the case of CRAs and CDCAs; or (Amended by CMN Resolution No. 5,163, of 8/22/2024.)

a) legal entity whose main business sector is not the real estate sector, in the case of CRIs, or agribusiness, in the case of CRAs and CDCAs; or (Amended by CMN Resolution No. 5,212, of 5/22/2025.)

b) financial institution or entity authorized to operate by the Central Bank of Brazil, or its related parties;

b) financial institution or entity authorized to operate by the Central Bank of Brazil, other entities forming a prudential conglomerate, or their respective controlled entities; (Amended by CMN Resolution No. 5,121, of 3/1/2024.)

II - credit rights:

a) originating from operations between related parties; or

b) resulting from financial operations whose resources are used for reimbursement of expenses.

Sole
Paragraph. Cession, endorsement, and subscription offer operations are also prohibited in which the institutions and companies referred to in item I retain any risks and benefits.

Sole Paragraph. Issuances and offers are also prohibited in which the institutions and companies referred to in item I, letters “a” and “b”, of the main text, with the exceptions provided therein, assume or retain any risks and benefits. (Amended by CMN Resolution No. 5,163, of 8/22/2024.)

Art. 4.
The provisions of Art. 3 do not apply to CRAs and CRIs that, on a date prior to the start of validity of this Resolution, have already been:

I - duly distributed; or

II - subject to a request for distribution registration with the Securities and Exchange Commission, in public distribution offers.

Sole Paragraph. Any extensions of time limits for CRAs and CRIs already distributed must respect the provisions of this Resolution.

Art.
4-A. The provisions of Art. 3 do not apply to CDCAs that, on a date prior to August 23, 2024, have already been: (Included by CMN Resolution No. 5,163, of 8/22/2024.)

I - duly distributed; or (Included by CMN Resolution No. 5,163, of 8/22/2024.)

II - subject to a request for distribution registration with the Securities and Exchange Commission, in public distribution offers. (Included by CMN Resolution No. 5,163, of 8/22/2024.)

Sole Paragraph. Any extensions of time limits for CDCAs already distributed must respect the provisions of this Resolution. (Included by CMN Resolution No. 5,163, of 8/22/2024.)

Art. 5.
The Securities and Exchange Commission shall adopt, in accordance with its legal competencies, the measures necessary to regulate the provisions of this Resolution.

Art. 6.
This Resolution enters into force on the date of its publication.

ROBERTO DE
OLIVEIRA CAMPOS NETO

President of the
Central Bank of Brazil