CMN Resolution No. 5,131 — Amends Resolution CMN No. 5,051 of November 25, 2022, Regarding the Organization and Operation of Credit Cooperatives

CMN RESOLUTION NO. 5,131, OF APRIL 25, 2024

Amends Resolution CMN No. 5,051, of November 25, 2022, which provides for the organization and operation of credit cooperatives.

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 April 25, 2024, based on Article 4, item VIII, of the aforementioned law, and on Complementary Law No. 130, of April 17, 2009,

R E S O L V E D:

Art. 1. Resolution CMN No. 5,051, of November 25, 2022, shall enter into force with the following alterations:

"Art. 2. ............................................................................................................

I - full credit cooperative: when authorized to carry out the operations and activities provided for in items I to XV of the caput of Art. 3;

II - classic credit cooperative: when authorized to carry out the operations and activities provided for in items I to XV of the caput of Art. 3, subject to the provisions of Art. 5; and

III - capital and loan credit cooperative: when authorized to carry out the operations and activities provided for in items II to VIII, item "b" of item IX, and items X, XI, and XIII of the caput of Art. 3, subject to the provisions of Art. 5." (NR)

"Art. 3. ............................................................................................................

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XIII - carry out credit operations with the sharing of resources and risks jointly with other credit cooperatives belonging to the same cooperative system;

XIV - manage financial resources of the National Service for Learning in Cooperativism (Sescoop); and

XV - manage official resources or public or private funds intended for granting guarantees to members in operations with the managing cooperative itself or with third parties.

................................................................................................................" (NR)

"Art. 3-A. The specific activities of a central credit cooperative and a credit confederation are to provide:

I - to affiliated or non-affiliated cooperatives, technical services, including those related to the duties defined in Chapter VII;

II - to affiliated cooperatives, a service for the administration of third-party resources, in making investments on behalf and order of the cooperative holding the resources, observing the legislation and norms applicable to this activity; and

III - to affiliated cooperatives, a service for the centralized application of resources, subject to its own policy, approved by the board of directors, containing guidelines regarding the raising, application, and remuneration of resources transferred by the affiliates, observing, in remuneration, proportionality relative to each affiliate's participation in the total amount applied." (NR)

"Art. 3-B. Credit cooperatives must observe the following conditions in carrying out credit operations with the sharing of resources and risks referred to in item XIII of the caput of Art. 3:

I - the proponent of the operation must be a member of the single credit cooperative structuring the operation;

II - the cooperative structuring the operation must, mandatorily, participate in the sharing of resources and risks of the credit operation;

III - the cooperative structuring the operation is responsible for formalizing the instrument representing the credit operation;

IV - the term, repayment periodicity, and rates provided for in the contract must be identical for all cooperatives that share the resources and risks of the credit operation;

V - the creditor cooperatives must contribute to the same guarantee instruments for the operation, in proportion to their credits; and

VI - the amount corresponding to the sum of exposures of credit cooperatives in the capacity of non-structuring in the operations mentioned in the caput is limited to 25% (twenty-five percent) of the total of its credit operation portfolio.

§ 1. For the purposes of this Resolution, the cooperative structuring the operation is considered the credit cooperative that carries out the operation with its member and proposes the sharing of resources and risks with other credit cooperatives belonging to the same system.

§ 2. The operation mentioned in the caput must:

I - be recognized in the financial statements of each participating cooperative as a credit operation, in the amount of its exposure; and

II - be subject to the maximum exposure limits per client and for concentrated exposures and to the capital requirements provided for in prudential regulation.

§ 3. Without prejudice to the provisions of this article, the central credit cooperative, in the case of a two-tier system, or the confederation, in the case of a three-tier system, may complement the policy or establish systemic regulation for the carrying out of operations mentioned in the caput and for the participation of affiliated cooperatives in these operations." (NR)

~~"Art. 10. ...........................................................................................................

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~~II - capital and loan credit cooperative: initial social capital contribution of R$10,000.00 (ten thousand reais) and Net Equity of R$100,000.00 (one hundred thousand reais);

................................................................................................................" (NR)

Art. 10. (Revoked by Joint Resolution No. 14, of 3/11/2025.)

"Art. 14. The governance and management structure of credit cooperatives must be integrated, at a minimum, by the board of directors and the executive board subordinate to it.

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§ 2. The board of directors shall be elected by the general assembly and composed:

I - in the case of a single credit cooperative, by natural persons affiliated with it;

II - in the case of a central credit cooperative, by single credit cooperatives affiliated with it, represented by their natural person members; and

III - in the case of a credit confederation, by central credit cooperatives affiliated with it, represented by natural persons affiliated with the single credit cooperatives belonging to the same cooperative system.

§ 3. The board of directors shall be renewed at each election by at least one third of its associated members*, except for central credit cooperatives and credit confederations whose boards of directors have equitable participation of all their associated cooperatives.

§ 4. 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 holding of offices on the board of directors and the executive board in the same credit cooperative is prohibited." (NR)

"Art. 14-A. Credit cooperatives must implement and maintain a policy for the renewal of board of directors members, which:

I - establishes a limit on the tenure of members on the board of directors;

II - is consistent with the administrator succession policy of the cooperative; and

III - considers the risks involved, primarily the risk of the cooperative's continuity.

§ 1. The policy referred to in the caput must be approved by the board of directors and communicated to the members at the first general assembly held after its approval.

§ 2. While the cooperative has not implemented the policy referred to in the caput, the maximum period of tenure for a member on the board of directors shall be twelve consecutive years, regardless of the term of office.

§ 3. In calculating the maximum period of tenure for a member on the board of directors provided for in § 2, terms prior to the effective date of this Resolution or ongoing on that date are not considered.

§ 4. A member who holds a term on the board of directors subject to the limit defined in terms of § 2 may only rejoin the board of directors after at least one term has elapsed.

§ 5. The Central Bank of Brazil may determine a review of the policy referred to in the caput, including the limit on the tenure of board of directors members of the credit cooperative, if it considers the policy inadequate or incompatible with the risks to which the institution is exposed.

§ 6. Credit cooperatives must keep available to the Central Bank of Brazil the documentation related to the policy referred to in the caput, including studies and justifications for its definition.

§ 7. Credit cooperatives must observe the provisions of this article starting from January 1, 2026." (NR)

"Art. 14-B. The hiring of an independent, non-affiliated board of directors advisor is admitted, as provided for in the bylaws, provided that the majority of the board is composed of affiliated persons, in accordance with § 2 of Art. 14.

§ 1. The following apply to independent board of directors advisors:

I - the same norms established for associated members of the board of directors apply, except for the requirement of election by the general assembly referred to in § 2 of Art. 14; and

II - the same competencies and responsibilities defined for associated members of the board of directors are assigned.

§ 2. For the purposes of this Resolution, a natural person is not considered an independent board of directors advisor if they:

I - are a member of a single credit cooperative belonging to the same cooperative system;

II - are, or have been in the last six months, counted from the date of taking office of the advisor, a member of a statutory body, except in the capacity of an independent board of directors advisor, or have an employment or continuous service relationship with:

a) a credit cooperative or service confederation belonging to the same cooperative system; or

b) a company controlled by the institutions referred to in item "a";

III - are a spouse, partner, or relative in a straight or collateral line up to the second degree of the persons referred to in item II.

§ 3. The eventual approval of an independent advisor by a general assembly must occur in a specific process, separate from the process for the election of associated board of directors members.

§ 4. The credit cooperative must notify the Central Bank of Brazil of any dismissal, at the initiative of the cooperative, of an independent board of directors advisor before the end of their term." (NR)

"Art. 16. ...........................................................................................................

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Sole Paragraph. When the hiring of an independent board of directors advisor is provided for, the bylaws must establish:

I - the guidelines for their hiring;

II - the maximum number of these advisors; and

III - the conditions for their reappointment." (NR)

"Art. 18. The central credit cooperative must establish, in its bylaws and operational norms, provisions that enable preventing and correcting situations that may constitute violations of legal or regulatory norms or cause risk to the solidity of the affiliated cooperatives and the cooperative system.

Sole Paragraph. The duties of the central credit cooperative regarding the affiliated single credit cooperatives and the corresponding obligations referred to in this Chapter may be delegated in whole or in part to the credit confederation or the service confederation, through provisions in their respective bylaws that specify the distribution of activities and corresponding responsibilities before the Central Bank of Brazil." (NR)

"Art. 36. The bylaws must establish the area of operation of the single credit cooperative, composed of the action area and the area for admitting members, in accordance with the provisions of Complementary Law No. 130, of 2009." (NR)

"Art. 36-A. Policies for attracting new members or for increasing social capital through the membership roster must consider, at a minimum:

I - adherence to the cooperative's expansion strategy;

II - the preservation of the economic interests of the members;

III - the financial inclusion of the population within its area of operation; and

IV - the guidelines of the cooperative system, if applicable.

Sole Paragraph. Subject to the provisions of this article, the policies referred to in the caput may be complemented by the central credit cooperative or by the confederation constituted by central credit cooperatives." (NR)

"Art. 36-B. Credit cooperatives, in carrying out campaigns and in offering or distributing bonuses, prizes, or other advantages for the purpose of attracting new members or for increasing social capital through the membership roster, must observe the policies referred to in Art. 36-A and define, at a minimum:

I - the objectives;

II - the target audience;

III - economic rationality;

IV - the mechanisms for monitoring their effectiveness; and

V - the method of disclosing results to the members.

Sole Paragraph. The actions referred to in the caput may be defined by the central credit cooperative or by the confederation constituted by central credit cooperatives, when systemic campaigns are carried out." (NR)

"Art. 37. ...........................................................................................................

I - central credit cooperative, in the case of a single credit cooperative, and credit or service confederation, in the case of a central credit cooperative;

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III - cooperatives or companies controlled by a credit cooperative or by a service confederation that act primarily in providing services and supplying goods to institutions of the credit cooperativist sector, provided they are necessary for their operation or complementary to the services and products offered to members; and

................................................................................................................" (NR)

"Art. 38-A. Provided there is no conflict of interest, the accumulation of executive director positions in distinct cooperatives belonging to the same cooperative system is permitted, to perform technical-operational activities, as defined by the Central Bank of Brazil." (NR)

"Art. 39-A. The holding of a general assembly formed by delegates representing the members of the single credit cooperatives must be established in the bylaws and observe the provisions of this article.

§ 1. The sectional meeting of the members represented by delegates shall deliberate, at a minimum, on the following matters, when included on the agenda for decision in the general assembly:

I - accountability of the administration bodies;

II - allocation of surpluses or distribution of losses;

III - election of associated members of the board of directors;

IV - merger, incorporation, or demerger;

V - change of corporate purpose;

VI - voluntary dissolution of the company and appointment of liquidators; and

VII - affiliation to a central credit cooperative.

§ 2. The deliberation of the members in the sectional meeting shall bind the vote of the delegate in the general assembly.

§ 3. The delegate's vote must have a value proportional to the number of members affiliated with the sectional represented by them in the general assembly.

§ 4. The delegate must be a member of the cooperative, belong to the sectional they represent, be in full enjoyment of their social rights, not be a member of a statutory body, nor have an employment relationship with the cooperative, as well as meet other requirements provided for in the cooperative's internal regulation.

§ 5. Representation by delegates shall not be admitted when the general assembly has been convened directly by at least one fifth of the members of the cooperative, in full enjoyment of their rights, or by a smaller percentage, if so provided in the bylaws.

§ 6. Exceptionally, in the impossibility of participation of the delegate in the general assembly and their substitute, if any, any member of the respective sectional may present the voting of the deliberations, so that it is computed in the general assembly.

§ 7. Credit cooperatives must observe the provisions of this article starting from January 1, 2026." (NR)

"Art. 40-A. The general assembly of the single credit cooperative that is within the prudential limits required by current regulation may allocate surpluses for the replenishment of resources of the guarantee funds referred to in item IV of Art. 12 of Complementary Law No. 130, of 2009, received by the respective cooperative in operations of assistance and financial support." (NR)

"Art. 43-A. The Central Bank of Brazil may authorize the central credit cooperative, the credit confederation, or the service confederation to assume, on a temporary basis, the administration of a credit cooperative belonging to the same system, when at least one of the following conditions is verified:

I - deficiencies in management or in the structure of internal controls and risk management of the affiliated cooperative or other situations that put the continuity of the affiliated cooperative at risk or cause or may cause losses to the members;

II - non-compliance with prudential requirements for a period that signals risk to the continuity of the affiliate;

III - non-compliance with a plan instituted by the central cooperative or confederation responsible for its supervision with the objective of ensuring the solidity, stability, regularity of management and the structure of internal controls and risk management and the regular operation of the supervised credit cooperative; or

IV - risk arising from instability in the administration of the credit cooperative that affects the reputation of the cooperative society itself and may lead to its discontinuation.

§ 1. The authorization referred to in the caput shall result from a reasoned request to the Central Bank of Brazil, which reports the situations that occurred and the respective actions already taken by the central credit cooperative or the confederation responsible for the supervision of the credit cooperative.

§ 2. The act authorizing temporary administration shall establish:

I - the start date;

II - the initial duration period of the regime, not exceeding one year; and

III - the periodicity of reporting to the Central Bank of Brazil.

§ 3. The period referred to in item II of § 2 may be extended once, for an equal period.

§ 4. If the cooperative responsible for temporary administration decides to replace the administrators of the supervised cooperative, the indicated administrators must be authorized by the Central Bank of Brazil, except those already authorized to hold office in a statutory body in the cooperative responsible for temporary administration or in another credit cooperative, observing legal and regulatory restrictions.

§ 5. The cooperative responsible for temporary administration shall render accounts of its acts to the members of the cooperative under its administration at the time of the ordinary general assembly." (NR)

Art. 2. Item XII of the caput of Art. 3 of Resolution CMN No. 5,051, of 2022, is revoked.

Art. 3. This Resolution enters into force on July 1, 2024.

ROBERTO DE OLIVEIRA CAMPOS NETO
President of the Central Bank of Brazil