CVM Resolution No. 30 of May 11, 2021, with amendments from Resolutions CVM Nos. 162/22 and 179/23

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 30, OF MAY 11, 2021
WITH THE AMENDMENTS INTRODUCED BY
CVM RESOLUTIONS NOS. 162/22 AND 179/23.

Provides for the duty to verify the suitability of products, services, and operations to the client's profile and revokes CVM Instruction No. 539, of November 13, 2013.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Collegiate Board, in a meeting held on May 11, 2021, based on the provisions of arts. 1, item VIII, 8, items I and III, 18, item I, letter "b", and 27 of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE

Art. 1. This Resolution regulates the duty to verify the suitability of products, services, and operations to the client's profile.

Sole Paragraph. The rules provided for in this Resolution are applicable to recommendations of products or services, directed to specific clients, made through personal contact or using any means of communication, whether oral, written, electronic, or via the worldwide computer network, and must be adopted for the client who is the holder of the investment.

Art. 2. Persons qualified to act as members of the distribution system and securities consultants may not recommend products, carry out operations, or provide services without verifying their suitability to the client's profile.

CHAPTER II – CLIENT PROFILE

Art. 3. The persons referred to in Art. 2 must verify if:
I – the product, service, or operation is suitable for the client's investment objectives; II – the client's financial situation is compatible with the product, service, or operation; and III – the client has the necessary knowledge to understand the risks related to the product, service, or operation.

§ 1. To comply with the provision of item I of the caput, the persons referred to in Art. 2 must analyze, at minimum:
I – the period in which the client wishes to maintain the investment; II – the client's declared preferences regarding risk assumption; and III – the purposes of the investment.

§ 2. To comply with the provision of item II of the caput, the persons referred to in Art. 2 must analyze, at minimum:
I – the value of the regular income declared by the client; II – the value and assets that make up the client's net worth; and III – the client's declared future need for resources.

§ 3. To comply with the provision of item III of the caput, the persons referred to in Art. 2 must analyze, at minimum:
I – the types of products, services, and operations with which the client is familiar; II – the nature, volume, and frequency of operations already carried out by the client in the securities market, as well as the period in which such operations were carried out; and III – the client's academic background and professional experience.

§ 4. The provision of item III of § 3 does not apply to corporate clients.

§ 5. In fulfilling the duty provided for in the caput of Art. 3, the persons referred to in Art. 2 must consider the direct and indirect costs associated with the products, services, or operations, refraining from recommending those that, individually or collectively, imply excessive and inappropriate costs for the client's profile.

Art. 4. In order to meet the obligations contained in Art. 3, the persons referred to in Art. 2 must evaluate and classify the client into previously established risk profile categories.

CHAPTER III – PRODUCT CATEGORIES

Art. 5. In order to meet the obligations contained in Art. 3, the persons referred to in Art. 2 must analyze and classify the product categories with which they operate, identifying the characteristics that may affect their suitability to the client's profile.

Sole Paragraph. In the analysis and classification of product categories, the following must be considered, at minimum:
I – the risks associated with the product and its underlying assets; II – the profile of the issuers and service providers associated with the product; III – the existence of guarantees; and IV – the lock-up periods.

CHAPTER IV – PROHIBITIONS AND OBLIGATIONS

Art. 6. It is prohibited for the persons referred to in Art. 2 to recommend products or services to the client when:
I – the product or service is not suitable for the client's profile; II – the information necessary to identify the client's profile is not obtained; or III – the information regarding the client's profile is not up to date.

Art. 7. When the client orders the carrying out of operations in the situations provided for in items I to III of Art. 6, the persons referred to in Art. 2 must, before the first operation with the security category:
I – alert the client about the absence or outdated nature of the profile or its unsuitability, indicating the causes of the divergence; and II – obtain an express declaration from the client that they are aware of the absence, outdated nature, or unsuitability of the profile.

Sole Paragraph. The measures required in the caput are waived when the client is, demonstrably, implementing recommendations provided by a securities consultant authorized by the CVM.

CHAPTER V – RULES, PROCEDURES, AND INTERNAL CONTROLS

Art. 8. The persons mentioned in Art. 2 of this Resolution that are organized in the form of a legal entity are obliged to:
I – establish written rules and procedures, as well as verifiable internal controls, that allow for the full compliance with the duty to verify suitability referred to in Art. 2; II – adopt specific internal policies related to the recommendation of complex products, highlighting:
a) the risks of the structure compared to that of traditional products; and b) the difficulty in determining their value, including due to their low liquidity; and III – indicate a statutory director responsible for compliance with the standards established by this Resolution.

§ 1. The appointment or replacement of the director must be reported to the CVM within 7 (seven) business days.

§ 2. The director referred to in item III of the caput must send to the administrative bodies of the persons referred to in Art. 2, by the last business day of April, a report relating to the civil year prior to the date of delivery, containing:
I – an evaluation of the legal entity's compliance with the rules, procedures, and internal controls referred to in item I of the caput; and II – recommendations regarding any deficiencies, with the establishment of remediation schedules.

§ 3. Without prejudice to the responsibility of the director referred to in item III of the caput, it is incumbent upon the administrative bodies of the persons referred to in Art. 2 to:
I – approve the rules and procedures referred to in item I of the caput; and II – supervise the compliance and effectiveness of the procedures and internal controls.

CHAPTER VI – UPDATES

Art. 9. The persons referred to in Art. 2 are obliged to:
I – diligently maintain the information regarding their clients' profiles up to date, for which they must observe the criteria and periodicity used for updating the registers of active clients, as provided in the regulation that provides for the prevention of money laundering and terrorist financing – PLDFT within the securities market, observing a maximum interval of 5 (five) years; and II – carry out a new analysis and classification of the security categories at intervals not exceeding 24 (twenty-four) months.

CHAPTER VII – WAIVER OF THE DUTY TO VERIFY THE SUITABILITY OF PRODUCTS, SERVICES, AND OPERATIONS TO THE CLIENT'S PROFILE

Art. 10. The obligation to verify the suitability of the product, service, or operation does not apply when:
I – the client is a qualified investor, with the exception of natural persons mentioned in item IV of Art. 11 and in items II and III of Art. 12; II – the client is a public law legal entity; III – the client's securities portfolio is managed discretely by a securities portfolio manager authorized by the CVM; or IV – the client already has their profile defined by a securities consultant authorized by the CVM and is implementing the recommendation provided by them.

§ 1. In the case of item IV, persons qualified to act as members of the distribution system must require from the client the assessment of their profile made by the securities consultant.

§ 2. The waiver provided for in item IV does not extend to cases where the products, services, and operations commanded by the client do not relate directly to the implementation of recommendations from the consultant hired by them.

CHAPTER VIII – INVESTOR CATEGORIES

Art. 11. Professional investors are considered:
I – financial institutions and other institutions authorized to operate by the Central Bank of Brazil; II – insurance companies and capitalization societies; III – open and closed complementary pension entities; IV – natural or legal persons who possess financial investments in a value greater than R$ 10,000,000.00 (ten million reais) and who, additionally, attest in writing their status as professional investors through a specific term, according to Annex A; V – investment funds; VI – investment clubs, provided that the portfolio is managed by a securities portfolio manager authorized by the CVM; VII – autonomous investment agents, securities portfolio managers, securities analysts, and securities consultants authorized by the CVM, regarding their own resources; and

• Item VII with wording given by CVM Resolution No. 162, of July 13, 2022.
  VII – investment advisors, securities portfolio managers, securities analysts, and securities consultants authorized by the CVM, regarding their own resources; and
• Item VII with wording given by CVM Resolution No. 179, of February 14, 2023.
  VIII – non-resident investors;
• Item VIII with wording given by CVM Resolution No. 162, of July 13, 2022.
  IX – endowment funds.
• Item IX included by CVM Resolution No. 162, of July 13, 2022.

Art. 12. Qualified investors are considered:
I – professional investors;
II – natural or legal persons who possess financial investments in a value greater than R$ 1,000,000.00 (one million reais) and who, additionally, attest in writing their status as qualified investors through a specific term, according to Annex B; III – natural persons who have been approved in technical qualification exams or possess certifications approved by the CVM as requirements for the registration of autonomous investment agents, securities portfolio managers, securities analysts, and securities consultants, regarding their own resources; and

• Item III with wording given by CVM Resolution No. 179, of February 14, 2023.
  IV – investment clubs, provided that the portfolio is managed by one or more shareholders, who are qualified investors.

Art. 13. The own social security regimes instituted by the Union, by the States, by the Federal District, or by Municipalities are considered professional investors or qualified investors only if recognized as such according to specific regulation by the competent government body at the federal level.

CHAPTER IX – MAINTENANCE OF RECORDS

Art. 14. The persons referred to in Art. 2 must maintain, for a minimum period of 5 (five) years counted from the last recommendation provided to the client, or from the last operation carried out by the client, as the case may be, or for a longer period by express determination of the CVM, in case of administrative process, all documents and declarations required by this Resolution.

§ 1. Digitalized images are admitted in substitution for original documents, provided that the process is carried out in accordance with the law that provides for the preparation and archiving of public and private documents in electromagnetic media, and with the decree that establishes the technique and requirements for the digitalization of these documents.

§ 2. The source document may be discarded after its digitalization, except if it presents material damage that impairs its legibility.

CHAPTER X – FINAL PROVISIONS

Art. 15. Self-regulatory entities may establish complementary operational rules and procedures aimed at compliance with the provisions of this Resolution by the persons regulated by them.

Art. 16. It constitutes a serious offense, for the purposes of the provision of Art. 11, § 3, of Law No. 6.385, of December 7, 1976, the non-observance of the prohibitions and duties established in Arts. 6 and 7.

Art. 17. CVM Instruction No. 539, of November 13, 2013, is hereby revoked.

Art. 18. This Resolution enters into force on June 1, 2021.

Signed electronically by
MARCELO BARBOSA
President

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 30, OF MAY 11, 2021

ANNEX A TO CVM RESOLUTION NO. 30, OF MAY 11, 2021
Declaration of Professional Investor Status

By signing this term, I affirm my status as a professional investor and declare that I possess sufficient knowledge of the financial market so that a set of legal and regulatory protections granted to other investors does not apply to me.

As a professional investor, I attest that I am capable of understanding and weighing the financial risks related to the application of my resources in securities that can only be acquired by professional investors.

I declare, under the penalties of the law, that I possess financial investments in a value greater than R$ 10,000,000.00 (ten million reais).

Date and place,

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[Insert name]

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 30, OF MAY 11, 2021

ANNEX B TO CVM RESOLUTION NO. 30, OF MAY 11, 2021
Declaration of Qualified Investor Status

By signing this term, I affirm my status as a qualified investor and declare that I possess sufficient knowledge of the financial market so that a set of legal and regulatory protections granted to investors who are not qualified does not apply to me.

As a qualified investor, I attest that I am capable of understanding and weighing the financial risks related to the application of my resources in securities that can only be acquired by qualified investors.

I declare, under the penalties of the law, that I possess financial investments in a value greater than R$ 1,000,000.00 (one million reais).

Date and place,

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[Insert name]