CVM Resolution 10: Regulation of Companies Benefiting from Tax Incentive Resources

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 Regulates beneficiary companies of resources originating from tax incentives.

The PRESIDENT OF THE COMMISSION OF SECURITIES AND EXCHANGE COMMISSION – CVM makes public that the Collegiate Body, in a meeting held on this date, based on the provisions of art. 1, item I, and art. 3, item I, letters “a” and “c”, of Decree-Law No. 2,298, of November 21, 1986, as well as arts. 5 and 14 of Decree No. 10,138, of November 28, 2019, APPROVED the following Resolution:

CHAPTER I – SCOPE

Art. 1. Companies benefiting from resources originating from tax incentives provided for in Decree-Law No. 1,376, of December 12, 1974, are regulated and supervised in accordance with Decree-Law No. 2,298, of November 21, 1986, and with the provisions of this Resolution.

§ 1. The provisions of this Resolution also apply to companies that received resources under the terms of the legislation referred to in letters “c” to “e” of the sole paragraph of art. 1 of Decree-Law No. 1,376, of 1974.

§ 2. Participation account companies benefiting from resources originating from tax incentives that have issued or will issue Certificates of Participation in Reforestation (CPR), in the manner of Decree-Law No. 1,376, of 1974, and complementary legislation, will be subject to specific regulation, and the provisions of this Resolution do not apply to them.

§ 3. The provisions of this Resolution also do not apply to the companies referred to in the caput of this article that:
I – have the registration of an open company;
II – receive or have received resources solely in the manner of art. 18 of Decree-Law No. 1,376, of 1974, or art. 9 of Law No. 8,167, of January 16, 1991; III – in exchange for resources received from regional investment funds, issue exclusively simple debentures or have issued convertible debentures into shares, the term for conversion of which has expired;

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 IV – have net equity equal to or less than R$ 10,000,000.00 (ten million reais), according to the financial statements of the last social year, duly audited by an independent auditor registered with the CVM.

§ 4. For the companies referred to in § 3, IV, registered with the CVM, or that have not complied with the provisions of art. 2 and art. 26, sole paragraph, of CVM Instruction No. 92, of December 8, 1988, which already had dispersed shares in the market on July 23, 1997, the cancellation or waiver of registration depends on a public offer to acquire all of these securities, in accordance with art. 20 and following of this Resolution.

CHAPTER II – REGISTRATION
Section I – Obtaining or Waiver of Registration

Art. 2. The companies referred to in the caput and § 1 of art. 1 must be mandatorily registered with the CVM, in accordance with the provisions of this Resolution.

§ 1. Registration does not imply, by the CVM, judgment on the quality of the issuing company, or guarantee of the truthfulness of the information provided, which are the responsibility of its administrators.

§ 2. When the beneficiary company of tax incentive resources issues convertible debentures, it must obtain from the CVM the registration of an incentivized company, prior to the sale of the shares subject to conversion in special auctions promoted by regional investment funds.

§ 3. Companies benefiting from resources originating from tax incentives may obtain from the CVM the waiver of registration provided for in this Resolution in the following cases:
I – upon proof that all shares issued by the companies belong to the controllers; II – have been excluded from the tax incentive system by the Ministry of Regional Development, for reasons such as cancellation, expiration, suspension, and abandonment; III – are suspended after project implementation, according to information from the Ministry of Regional Development.

§ 4. For the companies referred to in § 3, II and III, which already had dispersed shares in the market on July 23, 1997, the waiver or cancellation of registration depends on a public offer to acquire all of these securities, in accordance with art. 20 and following of this Resolution.

§ 5. Companies benefiting from resources originating from tax incentives that were required to register with the CVM, under CVM Instruction No. 92, of 1988, and that did not register, may obtain simplified registration, when they intend subsequent cancellation, in accordance with art. 2, § 4, of this Resolution.

Art. 3. The registration application referred to in this Resolution must be accompanied by the following documents:
I – declaration from an entity administering an organized market authorized to operate by the CVM, informing of the approval of the request for admission to trading of the company’s securities, conditioned only on obtaining registration with the CVM; II – consolidated and updated bylaws, and a nominal list of shareholders, indicating the quantity of shares held by them, by species and class; III – financial statements and explanatory notes provided for in art. 176 of Law No. 6,404, of December 15, 1976, referring to the last social year, prepared and published according to the determinations of this Law and CVM norms; IV – administration report referring to the last social year, prepared in accordance with art. 133 of Law No. 6,404, of 1976; V – report from the independent auditor, duly registered with the CVM, regarding the financial statements of the last social year, or prepared on a date subsequent to the closing of the same; VI – consolidated financial statements, prepared in accordance with current legislation, accompanied by explanatory notes and the independent auditor’s report, referring to the last social year, or prepared on a date subsequent to the closing of the same;

VII – financial statements, including, if applicable, consolidated statements, accompanied by explanatory notes and independent auditor’s report, prepared on a date that precedes by at most 3 (three) months the registration application with the CVM, when:
a) the last social year comprises a period exceeding 12 (twelve) months and the company has not yet prepared the respective financial statements; or b) the current social year comprises a period exceeding 12 (twelve) months and, on the date of the registration application, a period equal to or greater than 12 (twelve) months has already elapsed; VIII – copies of minutes of all general shareholder meetings held in the 12 (twelve) months prior to the date of the registration application with the CVM; IX – in the case of hiring share registry services, a copy of the contract signed with the financial institution for this purpose; X – copies of the economic and financial feasibility study of the project and the act of proof from the competent authority, when it concerns a company under implementation or in the pre-operational phase; XI – copies of minutes of all board of directors meetings that have elected or dismissed company directors, held in the 12 (twelve) months prior to the date of the registration application with the CVM; XII – updated registration data, containing, at minimum, the following information:
a) company name and telephone and complete address of its headquarters, as well as, if applicable, electronic address and alternative address in a more accessible location; b) registration number in the National Registry of Legal Entities of the Ministry of Economy; c) name of the president or director responsible for contact with the CVM, registration number in the National Registry of Natural Persons of the Ministry of Economy, telephone numbers and email address; d) composition of the administrative bodies and the fiscal council, if the latter is operating, discriminated by body:

each of its members;

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000
2. the date of their election; and
3. the date scheduled for the end of their term;
e) indication of the provider of share registry services, in the case of hiring a financial institution for this purpose.

§ 1. The simplified registration application, provided for in § 5 of art. 2 of this Resolution, must be accompanied by the following documents:
I – financial statements of the last social year, duly audited by an independent auditor registered with the CVM; II – nominal list of shareholders and respective shareholdings, on September 10, 1989, and on October 31, 1997; III – minutes of the last ordinary general shareholder meeting; and IV – minutes of the general shareholder meeting that decided on the cancellation of registration.

§ 2. To comply with the provisions of items III and VI of the caput, audit reports containing modified opinions on relevant distortions in the financial statements will not be accepted.

Section II – Term for Granting Registration

Art. 4. Registration is considered automatically granted if the application is not denied within 30 (thirty) days from its presentation, via protocol.

Sole paragraph. An application not accompanied as provided in art. 3 must be summarily denied, informing the applicant of the decision.

Art. 5. The 30 (thirty) day term may be interrupted only once, if the CVM requests additional documents and information from the company regarding the registration application, with a new 30 (thirty) day term starting from the fulfillment of the requirements.

Sole paragraph. To meet any requirements, a term not exceeding 60 (sixty) days must be granted, counted from the receipt by the applicant of the respective correspondence, under penalty of the application being denied.

Section III – Update of Registration

Art. 6. Once registration is granted, the company benefiting from resources originating from tax incentives must adopt the following procedures:
I – send to the CVM, through an electronic system available on the CVM’s website, to the operating bank of the investment funds, and to the entity administering organized markets where its securities are admitted to trading, the periodic and occasional information provided for in arts. 11 and 12 of this Resolution; and II – keep, at its headquarters, available to the holders of securities, the information referred to in item I.

Sole paragraph. The information referred to in item I must be sent to the operating bank only when the securities issued by the companies are in the portfolio of the funds administered by that institution.

Art. 7. The information received by the CVM will be made available to the public, with the exception of those considered confidential by the company and submitted to the CVM’s appreciation, in accordance with this article.

Sole paragraph. When the company sends confidential information to the CVM, it must do so by:
I – electronic correspondence addressed to the institutional address of the Superintendence of Corporate Relations (SEP) with the subject “request for confidentiality”; or II – sealed envelope, in which the word “confidential” must appear prominently.

Art. 8. The company regulated by this Resolution must declare, in mandatory publications, its status as a beneficiary of resources originating from tax incentives, in accordance with Decree-Law No. 2,298, of 1986.

Art. 9. The administrators of companies registered with the CVM, under this Resolution, are obligated to immediately communicate to the entity administering the organized market, to the CVM, and to disclose, in the manner prescribed by law, any decision of the general meeting or administrative bodies of the company, or relevant act or fact occurring in its business, that may substantially influence the decision of investors to sell or buy securities issued by the company.

Sole paragraph. The provisions of specific norms regarding the disclosure and use of information on relevant acts or facts apply to companies registered under this Resolution.

Art. 10. It is the duty of administrators, controlling shareholders of companies registered under this Resolution, and anyone who, by virtue of their position, function, role, or profession, has knowledge of information regarding a relevant act or fact, to keep confidentiality regarding the same, until its effective disclosure to the market, in accordance with specific norms regarding the disclosure and use of information on relevant acts or facts.

Sole paragraph. Administrators are also responsible for ensuring that subordinates and trusted third parties:
I – keep confidentiality regarding information on relevant acts or facts to which they have privileged access; and II – do not use such information to obtain, for themselves or others, advantage through trading with securities.

Periodic Information

Art. 11. The company benefiting from resources originating from tax incentives must provide, in the manner of art. 6, item I, of this Resolution, the following periodic information, within the specified timeframes:
I – financial statements and, if applicable, consolidated statements, accompanied by the administration report and the report from the independent auditor registered with the CVM:
a) up to one month before the date scheduled for the holding of the ordinary general meeting; or b) on the same day of its publication in the press, or its availability to shareholders, if this occurs on a date prior to that referred to in letter “a”;

II – notice of convocation of the ordinary general meeting, on the same day of its publication in the press; III – minutes of the ordinary general meeting, up to 30 (thirty) days after its holding, indicating the dates and newspapers of its publication, if this has already occurred; and IV – updated registration data referred to in item XII of art. 3 of this Resolution up to May 31 of each year.

§ 1. In the event that the company is under implementation or in the pre-operational phase, it must provide updated data on the progress of the project, submitted to the CVM upon the registration application, together with the financial statements.

§ 2. The company in judicial or extrajudicial recovery or bankrupt must present only the information forwarded to the Judiciary, in the periodicity determined by it.

Occasional Information

Art. 12. The company benefiting from resources originating from tax incentives must provide, in the manner of art. 6, item I, of this Resolution, the following information, within the specified timeframes:
I – notice of convocation of extraordinary or special general meeting, on the same day of its publication; II – minutes of extraordinary or special general meeting, up to 10 (ten) days after its holding; III – shareholders’ agreement, up to 10 (ten) days after its filing at the company’s headquarters; IV – convention for the constitution of a group of companies in which it participates, up to 10 (ten) days after the holding of the general meeting that decided on the subject; V – communication regarding relevant act or fact, in accordance with art. 157, § 4 of Law No. 6,404, of 1976, and specific regulation regarding the disclosure and use of information on relevant acts or facts, immediately after its occurrence; VI – initial petition for judicial recovery or homologation of the extrajudicial recovery plan, with all documents accompanying it, on the same day of the protocol in court;

VII – denying or granting sentence for the request for judicial recovery, homologation of the extrajudicial recovery plan, or request for bankruptcy, on the same day of its knowledge by the company; VIII – interim balance sheets, on the same day of their disclosure; IX – changes in the registration data referred to in item XII of art. 3 and IV of art. 11 of this Resolution, within 10 (ten) days counted from the said change; X – consolidated bylaws, within 10 (ten) days counted from the date of the meeting that decided on the amendment of the bylaws; XI – copies of minutes of board of directors meetings that have elected or dismissed company directors or that contain decisions intended to produce effects towards third parties, within 10 (ten) days counted from their holding; and XII – other information requested by the CVM, within the timeframe indicated by it.

Section IV – Penalty Fine for Update of Registration

Art. 13. The company benefiting from resources originating from tax incentives is subject to a daily fine provided for in the specific norm dealing with penalty fines due to non-compliance with the timeframes provided for in this Resolution for the delivery of periodic information, without prejudice to the faculty attributed to the CVM and to the entities administering organized markets to suspend the trading of securities, the responsibility of the administrators, in accordance with Decree-Law No. 2,298, of 1986, and any penalties to be applied by the Ministry of Regional Development or by the operating banks.

Section V – Cancellation and Suspension of Registration

Art. 14. Companies benefiting from resources originating from tax incentives will have their registration provided for in this Resolution cancelled:
I – upon request, when included in any of the hypotheses provided for in art. 2, § 3, observing also the provisions of § 4 of the same article; and

II – ex officio, by the SEP, in the following hypotheses:
a) extinction of the company, verified by deregistration in the Public Registry of Commercial Companies or by information provided by the Operating Banks administering the Regional Investment Funds; b) cancellation of registration in the Public Registry of Commercial Companies, due to the company being considered inactive by the competent Commercial Board; c) deregistration, by the Brazilian Federal Revenue Secretariat, of the company’s registration in the National Registry of Legal Entities - CNPJ; and d) suspension of registration of an incentivized company in the Securities and Exchange Commission for a period exceeding 12 (twelve) months.

§ 1. The ex officio cancellation of registration of an incentivized company resulting from letters “a”, “b”, and “c” of item II of the caput must be disclosed by a communication made available on the CVM’s website.

§ 2. The ex officio cancellation of registration of an incentivized company resulting from letter “d” of item II of the caput must be communicated to the company by notification, via correspondence, with proof of receipt (AR), sent to the last address of the company recorded in the CVM’s records, as well as disclosed by a communication made available on the CVM’s website.

§ 3. From the decision to ex officio cancel the registration of an incentivized company, an appeal may be filed to the CVM Collegiate Body, in accordance with current regulation.

Art. 15. The suspension of registration of an incentivized company must be effected by the SEP when the company has been in arrears for more than 12 (twelve) months with the obligation to provide information to the CVM.

§ 1. The suspension of registration of an incentivized company must be communicated to the company by notification, via correspondence, with proof of receipt (AR), sent to the last address of the company recorded in the CVM’s records, as well as disclosed by a communication made available on the CVM’s website.

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000

§2. The decision to suspend the registration of an incentivized company is subject to appeal to the CVM Board, in accordance with current regulations.

§3. The administrators of incentivized companies are subject to the application of penalties provided for in Article 11 of Law No. 6,385, of December 7, 1976, for non-compliance with the provisions regarding the submission of periodic and occasional information contained in the regulation governing the registration of these companies with the CVM.

Article 16. A company whose registration has been suspended may request the reversal of the suspension through a reasoned request, forwarded to the SEP, accompanied by documents proving compliance with the periodic and occasional obligations that are in arrears.

§ 1. The SEP has 20 (twenty) days to analyze the request for reversal of suspension, counted from the date of protocol of all documents necessary to prove compliance with the periodic and occasional obligations in arrears.

§ 2. The period referred to in § 1 may be interrupted, only once, if the SEP requests additional information or documents from the applicant, with a new period starting to run from the fulfillment of the requirements.

§ 3. The applicant has 30 (thirty) days to fulfill the requirements formulated by the SEP.

§ 4. The absence of a statement by the SEP within the period mentioned in § 1 implies automatic approval of the request to reverse the suspension of the company's registration.

§ 5. Failure to observe the period mentioned in § 3 implies automatic cancellation of the request.

Article 17. A company that, despite its obligation to register as an incentivized company imposed by legislation, has not taken the necessary measures to obtain such registration within a period of up to 10 (ten) years from its inclusion in the CVM's register of incentivized companies, must be excluded from that register.

Article 18. The CVM must inform the cancellations and suspensions ex officio of the registration of incentivized companies, as well as the exclusion referred to in Article 17, to the following agencies and entities, without prejudice to other communications that may be pertinent, in accordance with the law:

I – Federal Revenue Secretariat of Brazil;

II – Operating Banks of the respective Regional Investment Funds;

III – Superintendence for the Development of the Northeast – SUDENE;

IV – Superintendence for the Development of the Amazon – SUDAM;

V – Ministry of Regional Development; and

VI – stock exchanges or entities of the organized over-the-counter market in which the securities issued by the incentivized company have been admitted to trading, if applicable.

Article 19. The cancellation and suspension of registration do not exempt the company, its controllers, and administrators from the liability arising from the eventual non-compliance with the legislation applicable to them, including due to the tax incentives obtained by the company.

Section VI – Public Offer for Dispensation and Cancellation of Registration

Article 20. The public offer of acquisition of shares referred to in this Resolution must be irrevocable, with a minimum validity period of 90 (ninety) days, counted from its publication.

Sole Paragraph. The acquisition price of the shares cannot be lower than the greater of the following values, subject to the provisions of Article 21:

I – book value of the share, calculated based on financial statements from the last fiscal year, audited by an independent auditor registered with the CVM;

II – quotation of the share on a stock exchange or in an organized over-the-counter market.

Article 21. The acquisition price of the shares may be lower than the values established in Article 20 if duly justified by the controlling shareholder, and provided that shareholders holding, collectively, 10% of the shares subject to the offer do not expressly oppose the dispensation or cancellation of the company's registration.

Article 22. The dispensation or cancellation of registration must be previously approved by shareholders assembled in an extraordinary general meeting specially convened for this purpose.

Article 23. At the general meeting convened to deliberate on the dispensation or cancellation of registration, the controlling shareholder must declare that it will make a public offer, informing the shareholders present of the price to be offered and the payment conditions.

Sole Paragraph. Dissenting shareholders from the meeting's decision must express themselves in writing to the company, with a copy to the operating bank of the fund, and to the CVM, within a maximum period of 30 (thirty) days following the publication of the notice referred to in Article 25.

Article 24. From the date of publication of the notice convening the general meeting, the shares issued by the company may only be traded through special procedures to be established by the entities administering organized markets.

Article 25. On the first business day following the holding of the general meeting, the controlling shareholder, under penalty of liability, must publish a notice of material fact, containing the content of the general meeting's decision and the communication that it will submit the draft instrument of public offer to the CVM, for its approval, within 45 (forty-five) days following the holding of the general meeting. It must also send a copy of the notice to the entities administering organized markets in which the company's securities are admitted to trading and to the operating banks of the investment funds created by Decree-Law No. 1,376, of 1974.

Article 26. Within the period provided for in Article 25, a draft of the instrument of public offer must be submitted to the prior approval of the CVM, accompanied by the documents on which the information provided therein is based, the minutes of the general meeting that approved the request for dispensation or cancellation of registration, duly archived in the commercial registry, and a copy of the communication made to the entity administering the organized market in which it is admitted to trading, if applicable.

§ 1. The company must send to the CVM and the operating bank of the fund, the list of the company's shareholders, with respective addresses, in accordance with § 1 of Article 100 of Law No. 6,404, of 1976.

§ 2. The instrument of offer is considered approved if the CVM does not deliberate within a maximum period of 30 (thirty) days from the approval request.

§ 3. The running of the period may be interrupted only once if the CVM requests other documents and information from the company.

§ 4. The notice of public offer must be published within 10 (ten) days counted from the date of approval by the CVM.

Article 27. The instrument of purchase offer must contain the following elements:

I – the price to be paid, in national currency, and the payment conditions, if applicable;

II – the status of the rights of the shares;

III – the procedure to be adopted by shareholders to express their acceptance and effect the transfer of the shares;

IV – the validity period of the offer, which must be at least 90 (ninety) days, counted from the publication of the notice;

V – the average quotation value of the company's shares in the last twelve months, if available;

VI – economic-financial indicators of the company referring to the last two fiscal years;

VII – declaration by the controlling shareholder that it is unaware of the existence of any fact or circumstance, not disclosed to the public, that could significantly influence the economic-financial situation of the company; and

VIII – telephone number and physical and electronic addresses of the issuing company.

Article 28. In the case of installment payment, the installment period cannot extend beyond 12 (twelve) months, from the acceptance of the offer.

Article 29. The instrument of public offer, after approval by the CVM, must be published once in a newspaper of wide circulation, published in the locality where the company's headquarters is located, and disclosed through the bulletins or systems of the entities administering organized markets.

Sole Paragraph. If the number of shareholders is less than 150 (one hundred and fifty), the publication of the notice may be waived, provided that the shareholders are notified of the public offer, via telegram or registered letter.

Article 30. Having complied with the periods and formalities established in this Resolution, the CVM must grant the dispensation or cancellation of registration referred to in Article 2 of this Resolution, as a society benefiting from resources originating from tax incentives.

Article 31. If there are shares of the company in the possession of investment funds, originating exclusively from applications made in the manner provided for in Article 18 of Decree-Law No. 1,376, of 1974, or in Article 9 of Law No. 8,167, of 1991, the controlling shareholder may acquire them directly from the operating bank.

Sole Paragraph. Once the transaction is consummated, the operating bank must notify the CVM of its realization, within 15 (fifteen) days.

CHAPTER III – TRADING OF INCENTIVIZED SECURITIES

Article 32. The public trading of securities issued by societies registered under the terms of this Resolution may only be carried out on a spot basis.

Article 33. Societies registered under the terms of this Resolution must request the admission to trading of the securities issued by them in an entity administering an organized market authorized to operate by the CVM.

Sole Paragraph. The entity administering the organized market may establish its own requirements for the admission of securities to its premises or system, including regarding contributions and fees.

Article 34. Trading in securities issued by a society registered under the terms of this Resolution by an administrator, controlling shareholders, or by anyone who, by virtue of their position, function, role, or profession, has knowledge of information regarding a material act or fact, before its communication to the market, in the manner provided for in Article 9 of this Resolution and in specific regulation regarding the disclosure and use of information on material acts or facts, is prohibited.

§ 1. The same prohibition applies to anyone who has knowledge of information regarding a material act or fact, knowing that it is privileged information not yet disclosed to the market.

§ 2. Violation of the provisions of this article constitutes an unfair practice, for the purposes provided for in Article 3, items II and III of Decree-Law No. 2,298, of 1986.

CHAPTER IV – OVERSIGHT

Article 35. The society referred to in Article 1 must keep its corporate books, accounting records, and other documents embodying the information provided in accordance with this Resolution in good order, allowing, at any time, examination thereof by the CVM's oversight.

CHAPTER V – AUDIT

Article 36. The activity of independent auditing of the financial statements of societies governed by this Resolution is subject to CVM regulations regarding registration, exercise of activity, and definition of duties and responsibilities of independent auditors.

CHAPTER VI – SERIOUS INFRACTION

Article 37. The following constitute serious infractions, for the purposes provided for in § 3 of Article 11 of Law No. 6,385, of December 7, 1976, combined with item III of Article 3 of Decree-Law No. 2,298, of 1986:

I – failure to observe the period established in Article 132 of Law No. 6,404, of 1976, for holding the ordinary general meeting;

II – failure by the society's administrator to communicate a material act or fact and to respond to requests for other information solicited by the CVM (Article 12, items V and XII of this Resolution); and

III – failure to comply with the provisions of Article 34 of this Resolution.

CHAPTER VII – FINAL AND TRANSITIONAL PROVISIONS

Article 38. A society registered under the terms of this Resolution is not considered a public company.

Sole Paragraph. If a society benefiting from resources originating from tax incentives, subject to the terms of this Resolution, intends to make a public distribution of securities, it must obtain the registrations provided for in Articles 19 and 21 of Law No. 6,385, of 1976.

Article 39. The regulations issued by the CVM regarding transactions in securities of public companies apply to the trading, in the secondary market, of the securities provided for in this Resolution.

Article 40. For the purposes of this Resolution, securities are considered all those issued by these societies and that have not been specifically excluded from this Resolution.

Article 41. The CVM may establish agreements with the Ministry of Regional Development and with the operating banks, with the purpose of administering the registration referred to in this Resolution.

Article 42. The following are revoked:

I – CVM Instruction No. 265, of July 18, 1997;

II – CVM Instruction No. 311, of August 13, 1999;

III – CVM Instruction No. 427, of January 27, 2006;

IV – CVM Instruction No. 513, of December 26, 2011; and

V – CVM Instruction No. 556, of January 22, 2015.

Article 43. This Resolution enters into force on December 1, 2020.

Electronically signed by
MARCELO BARBOSA
President

CVM Resolution 10: Regulation of Companies Benefiting from Tax Incentive Resources

Lineage: In force