Provides procedures to be observed by commercial or mercantile factoring companies. Revoked by COAF Resolution No. 21, of December 20, 2012.

Published on 10/04/2025 13:09

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Revoked by COAF Resolution No. 21, of December 20, 2012

Provides procedures to be observed by commercial or mercantile factoring companies.

The President of the Council for the Control of Financial Activities – COAF, exercising the authority conferred by item IV of art. 9 of the Statute approved by Decree No. 2,799, of October 8, 1998, makes public that the Plenary of the Council, in a session held on September 30, 2005, based on § 1 of art. 14 of Law No. 9,613, of March 3, 1998, resolved:

Section I

Preliminary Provisions

Art. 1 With the objective of preventing and combating the crimes of “money laundering” or concealment of assets, rights and values, as established in Law No. 9,613, of March 3, 1998, regulated by Decree No. 2,799, of October 8, 1998, commercial or mercantile factoring companies must observe the provisions contained in this Resolution.

Single paragraph. The provisions of this Resolution apply to legal entities that carry out factoring activities on a permanent or occasional basis, as a main or ancillary activity, cumulatively or not, in any of its modalities.

Section II

Identification of Factoring Companies, Clients and Maintenance of Registries

Art. 2 The companies mentioned in Art. 1 must register and keep their registration up to date with COAF, providing the following information:

a) corporate name (legal name);

b) registration number in the National Register of Legal Entities – CNPJ;

c) full address, including electronic address and telephone numbers; and

d) identification of the director responsible for compliance with the norms set out in this Resolution.

Art. 3 Factoring companies must identify contracting companies and keep an updated registry, pursuant to this Resolution.

Art. 4 The registry must contain, at a minimum, the following information:

I – Qualification of the contracting company:

a) corporate name (legal name);

b) date of incorporation of the company;

c) registration number in the National Register of Legal Entities – CNPJ;

d) full address (street, complement, neighborhood, city, federative unit, ZIP code), telephone;

e) main activity performed;

f) site‑visit report containing information on gross revenue, expenses and net revenue for the last civil semester, when dealing with micro or small companies;

g) accounting statements of the last fiscal year, updated up to the last civil semester, when dealing with companies taxed under actual profit;

h) credit‑rating issued by a specialized credit entity (Credit Bureau);

i) risk analysis, valid for a maximum of six months, including overall limit for operations and the respective commitment at the time of the operation.

II – Qualification of the owner(s), controller(s), representative(s), mandatary(ies) and proxy(ies) of the contracting company:

a) name, gender, date of birth, parentage, place of birth, nationality, marital status and name of spouse or partner or corporate name;

b) registration number in the National Register of Legal Entities – CNPJ or registration number in the National Register of Individuals – CPF or, if foreign, without CPF, passport or other official identification document;

c) full address (street, complement, neighborhood, city, federative unit, ZIP code), telephone;

d) main activity performed.

Single paragraph. If the controller of the company is a legal entity, the registration information must cover the natural persons who effectively control it and, if a foreign legal entity, the mandatary residing in Brazil.

Section III

Transaction Records

Art. 5 Factoring companies must maintain a record of all transactions they carry out.

Single paragraph. Factoring companies must develop and implement internal control procedures proportionate to their size, to detect operations that may contain indications of crime.

Art. 6 The transaction record must contain, in addition to the qualification of the contracting party, at least the following information:

I – specification of the titles or receivables involved in the operation and their essential elements, beneficiaries and operation value;

II – date of transaction completion, a statement detailing total value, purchase differential, ad valorem service commission and net value; and

III – description of the services provided.

Single paragraph. The records and internal controls must be capable of demonstrating the compatibility between the corresponding movement of funds, the economic activity carried out by the client company and its financial capacity.

Section IV

Atypical Operations

Art. 7 The persons mentioned in Art. 1 shall give special attention to operations or proposals that may constitute indications of the crimes provided for in Law No. 9,613, of 1998, or that relate to them.

Section V

Communications to COAF

Art. 8 The persons mentioned in Art. 1 must communicate to COAF, within twenty‑four hours and refraining from informing the clients of such act, any proposal or execution of transactions:

a) listed in Art. 7; and

b) listed in the Annex to this Resolution.

Single paragraph. Factoring companies that, during a civil semester, have not made communications as provided in the main clause of this article, must declare to COAF the non‑occurrence of the operations or situations described in the main clause, within 30 days after the end of the respective semester.

Art. 9 Communications to COAF made in good faith, as provided in § 2 of art. 11 of Law No. 9,613, of 1998, shall not give rise to civil or administrative liability.

Art. 10 The information mentioned in Art. 8 must be sent electronically or, in the event of impossibility, by any other means that preserve the confidentiality of the information.

Section VI

General and Final Provisions

Art. 11 The registries and records provided for in this Resolution must be retained by the persons mentioned in Art. 1 for a minimum period of five years from the conclusion of the transaction.

Art. 12 The persons mentioned in Art. 1 must, at any time, comply with information requests formulated by COAF regarding their corporate and financial situation, their clients and respective owners, controllers, mandataries or proxies, and proposals or operations agreed upon.

Single paragraph. The information supplied to COAF will be classified as confidential pursuant to § 1, art. 23, of Law No. 8,159/91, of January 8, 1991.

Art. 13 The legal entities mentioned in Art. 1, as well as their administrators, who fail to fulfill the obligations of this Resolution shall be subject, cumulatively or not, to the sanctions provided in art. 12 of Law No. 9,613, of 1998, as stipulated in Decree No. 2,799, of 1998, and in the Minister of Finance Ordinance No. 330, of December 18, 1998.

Art. 14 The Presidency of the Council is authorized to issue complementary instructions to this Resolution, especially concerning the provisions of Section V – Communications to COAF.

Art. 15 This Resolution shall enter into force thirty (30) days after its publication.

Art. 16 The provisions to the contrary are revoked, especially COAF Resolution No. 12, of May 31, 2005.

Brasília, September 30, 2005.

Antonio Gustavo Rodrigues
President

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Annex
List of atypical operations

1. Transactions, valued at R$ 50,000.00 (fifty thousand reais) or more, that normally are carried out using a specific type of title or service and suddenly change to another;
2. Proposal or operation, valued at R$ 50,000.00 or more, whose payment is made to a third‑party account, except when that party is part of the client’s production chain;
3. Any cash transactions, valued at R$ 50,000.00 or more, carried out between counterparties;
4. Operations, valued at R$ 50,000.00 or more, carried out in locations situated at borders;
5. Operation, valued at R$ 50,000.00 or more, incompatible with the client’s assets, economic activity or presumed financial capacity;
6. Transaction or proposal, valued at R$ 50,000.00 or more, with non‑regular clients from other locations;
7. Contracting of an operation, valued at R$ 50,000.00 or more, performed through a holder of a power of attorney or any other type of mandate, without a corporate or employment link;
8. Operations with values below the limit established in items 1 to 7 of this Annex that, by their frequency and form, constitute a scheme to evade the aforementioned limit;
9. Substantial increases in the volume of assets sold or assigned by the contracting company to the factoring company, without an apparent cause;
10. Actions aimed at inducing the employee of the factoring company not to keep on file specific reports of a certain operation to be carried out;
11. Operations backed by false titles or receivables or simulated businesses;
12. Resistance in providing the information necessary for the formalization of the operation or registration, offering false information or providing information that is difficult or costly to verify;
13. Persistent action on behalf of third parties or without revealing the true identity of the beneficiary;
14. Operations that do not demonstrate being the result of normal activities or businesses of the client or lack a clear identification of their origin;
15. Waiver of faculties or prerogatives, such as purchase differential or service commission for large operations, or other special services that, under normal circumstances, would be valuable to any client;
16. Operation or proposal intended to be carried out with companies whose shareholders or legal representatives are foreign, residing, domiciled or whose company is headquartered in a region considered to have favorable tax treatment, or in jurisdictions considered non‑cooperative in the fight against money laundering and terrorist financing;
17. Any operation whose negotiated titles or receivables are issued by affiliated companies or by their shareholders or representatives; and
18. Other operations or proposals that, by their characteristics regarding involved parties, values, mode of execution, instruments used or lack of economic or legal basis, may constitute an indication of crime.

Published in the Official Gazette on 10/20/2005