CVM Resolution No. 31 of May 19, 2021, with amendments introduced by CVM Resolutions No. 174/22, 209/24, and 220/24

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

CVM RESOLUTION NO. 31, OF MAY 19, 2021
WITH THE AMENDMENTS INTRODUCED BY
CVM RESOLUTIONS NO. 174/22, 209/24, AND 220/24.

Provides for the provision of centralized deposit services for securities and revokes CVM Instruction No. 541, of December 20, 2013.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM makes it known that the Board, in a meeting held on May 18, 2021, in view of the provisions of Articles 1, item VI; 8, item I; and 24 of Law No. 6,385, of December 7, 1976, Articles 41 and 293 of Law No. 6,404, of December 15, 1976, Decree No. 7,897, of February 1, 2013, Articles 22 to 27 of Law No. 12,810, of May 15, 2013, as well as Articles 5 and 14 of Decree No. 10,139, of November 28, 2019, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE

Art. 1. This Resolution provides for the provision of centralized deposit services for securities.

Sole Paragraph. This Resolution:
I – does not apply to positions held in derivatives markets, except for the provisions of § 4 of Article 36; and II – applies to promissory notes and other instruments that, in the event of public distribution, are subject to the competence of the CVM.

CHAPTER II – CENTRALIZED DEPOSIT SERVICE FOR SECURITIES

Art. 2. The centralized deposit service for securities must be provided by legal entities authorized by the CVM in accordance with this Resolution.

§ 1. The centralized deposit service for securities provided for in the caput comprises the following activities:
I – the custody of securities by the central depository; II – the control of title to securities in a structure of deposit accounts maintained in the name of investors; III – the imposition of restrictions on the practice of acts of disposition of securities, by the final investor or by any third party, outside the central depository environment; and IV – the handling of movement instructions and events affecting the deposited securities, with the corresponding records in the deposit accounts.

§ 2. The securities deposited in the centralized deposit accounts for securities are represented and moved only in the form of book entries made in said accounts.

§ 3. For the purposes of this Resolution, investors are considered to be natural or legal persons, investment funds, investment clubs, or non-resident investors, in whose name operations with securities are carried out and who, as clients of custodians, maintain an indirect relationship with the central depository.

Art. 3. The central depository must exercise its activities with probity, good faith, diligence, and loyalty regarding the interests of investors.

Sole Paragraph. In the exercise of its activities, the central depository must adopt all appropriate mechanisms to ensure the existence and integrity of the securities deposited in the centralized deposit accounts.

Art. 4. Centralized deposit is a condition:
I – for the public distribution of securities; and II – for the trading of securities in organized securities markets.

Sole Paragraph. The provisions of item I of the caput do not apply to the public distribution of:
I – shares of open-end investment funds;
II – shares of closed-end investment funds not admitted to trading in a secondary market; III – structured operations certificates - COE not admitted to trading in a centralized and multilateral system maintained by a market organizer entity; IV – securities issued by small-sized business companies distributed with exemption from public offering registration through an electronic participatory investment platform, in accordance with specific regulation; V – audiovisual investment certificates - CAV; and VI – Promissory Notes - LF not admitted to trading in a centralized and multilateral system maintained by a market organizer entity.

CHAPTER III – PARTICIPANT STRUCTURE OF THE CENTRAL DEPOSITORY

Art. 5. The following are considered participants of the central depository:
I – as custodians, legal entities authorized by the CVM to provide securities custody services for investors or issuers, in accordance with current regulation; II – as registrars, legal entities authorized by the CVM to provide securities registration services, in accordance with current regulation; and III – trading systems, clearing and settlement systems for operations, and other central depositories with which the central depository maintains a contractual link.

§ 1. The central depository may create differentiated categories of participants intended for other types of agents that use its systems, whose access regime must be defined by the rules provided for in Article 40.

§ 2. The central depository must have mechanisms for direct relationship with issuers, for cases of centralized deposit of securities when:
I – there are no registrars authorized in accordance with current regulation; II – there are no custodians providing services for issuers; or III – direct registration by issuers is permitted.

§ 3. The relationship between two or more central depositories may consist of:
I – through a participation link, in the form of item III of the caput; or II – by the creation of interoperability mechanisms.

§ 4. In the cases referred to in § 3, the central depositories involved must define rules and procedures intended to ensure:
I – that the transfer of securities between central depositories must be carried out in a timely manner, in view of the interests of investors; and II – the effectiveness of the reconciliation processes provided for in this Resolution and the traceability of the movements carried out.

§ 5. The CVM must previously approve:
I – the rules and procedures referred to in § 4; and II – the schedule, presented by the central depositories involved, for the establishment of links between them.

Art. 6. The central depository must immediately inform the CVM of the suspension, exclusion, or termination of activities of participants.

CHAPTER IV – AUTHORIZATION FOR THE PROVISION OF CENTRALIZED DEPOSIT SERVICES FOR SECURITIES

Section I – Requirements for Registration

Art. 7. Legal entities, constituted in the form of a joint-stock company or association, that demonstrate having adequate and sufficient financial, technical, and operational conditions, as well as internal controls and segregation of activities, to comply with the obligations established in this Resolution, may apply for authorization to provide centralized deposit services for securities.

Art. 8. The entity acting as a central depository may, if previously authorized by the CVM, exercise other activities, provided they are compatible with the centralized deposit services for securities.

Art. 9. The interested party in obtaining the authorization referred to in Art. 7 must:
I – present an economic-financial feasibility study, accompanied by a proposal for minimum equity coherent with the activities developed and proof of the existence of the necessary resources and sources of such resources; II – possess secure and adequate computerized processes and systems for the exercise of its activities, in order to allow the registration, processing, and control of deposit accounts and positions held therein; and III – present a document proving compliance with the Principles for Financial Market Infrastructures formulated by the Committee on Payments and Market Infrastructures (CPMI) and the International Organization of Securities Commissions (IOSCO).

§ 1. The minimum equity proposed, processes, and systems provided for in the caput must be compatible with the size, characteristics, and volume of the operations under the responsibility of the applicant, as well as with the nature and type of securities deposited.

§ 2. The applicant must meet the following requirements:
I – establish and maintain adequate technological capacity and sufficient and technically capable human resources to carry out the processes and operate the systems involved in the provision of centralized deposit services for securities, including the adoption of training programs; II – establish and maintain controls and monitoring mechanisms that ensure the security and integrity of its equipment, facilities, and systems, with the creation of access controls, measures to protect the confidentiality of information, and the adoption of other appropriate measures; III – permanently ensure the quality of its computerized processes and systems, measuring and maintaining records of errors, incidents, and interruptions in its operations; IV – establish and maintain updated operational manuals, the general description of the systems to be adopted in the provision of services, the flowchart of routines, program documentation, quality controls, physical and logical security regulations, and the list of eligible securities; V – establish and maintain a structure for duplication and storage of information contained in computerized systems; VI – possess a contingency plan to ensure business continuity and the provision of services; VII – establish and maintain a structure for the custody of securities with restricted access and verification and security mechanisms that guarantee their integrity; and VIII – establish and maintain a structure that allows communication and exchange of information with trading, registration, clearing, and settlement systems for operations, and with other central depositories with which it maintains a link.

§ 3. The Superintendence of Market Relations and Intermediaries – SMI must define the form and minimum content of the document referred to in item III of the caput, as well as the periodicity for its update after obtaining authorization.

Section II – Authorization Request

Art. 10. The request for authorization to act as a central depository must be sent to the SMI, by presenting a petition accompanied by the documents described in Annex A.

Sole Paragraph. The SMI may request the applicant for additional elements and information, as well as carry out investigations it deems necessary.

Art. 11. Authorization is automatically granted if the request is not denied by the SMI within 90 (ninety) days from its presentation, upon protocol.

§ 1. The period referred to in the caput may be interrupted only once, in the event that the SMI requests the applicant for documents and additional information related to the authorization request, with a new period of 90 (ninety) days starting from the fulfillment of the requirements.

§ 2. For the fulfillment of the requirements referred to in § 1, a period not exceeding 60 (sixty) days must be granted.

Section III – Denial of Authorization Request

Art. 12. The request for authorization to provide the centralized deposit service for securities must be denied if:
I – it is not accompanied by the documents necessary for its appreciation, or if the documents and additional information requested by the CVM are not provided within the period fixed in § 2 of Art. 11; II – false information is identified in the presented documents; III – inaccurate information is identified in the presented documents, which, due to their extent or content, prove relevant for the appreciation of the authorization request; IV – the applicant does not have the human, technical, and material means or adequate financial resources for the provision of services or for compliance with the provisions of this Resolution; or V – the applicant fails to meet any other requirement or condition established in this Resolution.

Section IV – Cancellation of Authorization

Art. 13. The granted authorization may be cancelled:
I – at the request of the central depository;
II – by decision of the CVM, after an administrative process in which the right to defense and broad defense are ensured, in the following cases:
a) when it is found that the authorization to provide the centralized deposit service for securities was obtained through false declarations or other illegal means; or b) when it becomes evident that the central depository does not meet the requirements and conditions established in this Resolution; III – when bankruptcy, judicial or extrajudicial liquidation, or dissolution of the provider of centralized deposit services for securities is decreed; IV – when a merger, incorporation, or spin-off occurs in which prior authorization is not obtained for the continuation of the provision of central depository services in accordance with this Resolution; and V – when the central depository does not start its activities within the period established in its authorization request or suspends its activities without justification for a period considered relevant by the CVM.

§ 1. In the case provided for in item I of the caput, the central depository must present to the CVM:
I – a petition containing its justifications;
II – a transition plan regarding the custody and control of securities deposited with another central depository or, as the case may be, a transfer plan to the records of the issuer or registrar or, in the case of documentary assets, to custodians; and III – a report from the relevant independent audit company regarding the interruption of services.

§ 2. In the cases of cancellation of authorization referred to in items II to V of the caput, the central depository must present to the CVM, within the period established by it, a transition plan, with a view to transferring to another central depository the data and documents related to the services provided until the moment of cancellation.

§ 3. The plans presented in the form of §§ 1 and 2 must, in any case, be approved, prior to their implementation, by the CVM, which must also establish the appropriate monitoring mechanisms.

Art. 14. The process referred to in item II of the caput of Art. 13 must observe the following procedure:
I – the SMI, after analyzing the evidence it deems necessary, must summon the provider of centralized deposit services for securities to present a response within 15 (fifteen) days, extendable by at most 10 (ten) days, indicating in the summons:
a) that it is a process that may result in the cancellation of authorization, in accordance with this Section; b) the authorization that may be cancelled by virtue of the process; and c) in detail, the failures or omissions of the provider of centralized deposit services for securities, among those described in item II of the caput of Art. 13; II – the provider of centralized deposit services for securities, within the period for response, may:
a) contest the allegations of the SMI or justify the needlessness of adopting the measures determined by it; or b) request a period, not exceeding 60 (sixty) days, to comply with the requirements formulated or to remedy the deficiencies pointed out by the SMI; and III – the SMI, within 10 (ten) days, must decide the case:
a) accepting the allegations of the central depository; b) granting the requested period to comply with the requirements formulated or to remedy the deficiencies; or c) cancelling the authorization to provide the centralized deposit service for securities.

§ 1. From the decision referred to in item III, letter “c”, an appeal may be filed to the Board, within 15 (fifteen) days, with suspensive effect.

§ 2. The Board must decide the appeal in at most 5 (five) ordinary sessions after its distribution to the Rapporteur.

§ 3. The sanctioning process against administrators, controlling partners, or other responsible parties for the central depository, based on the same facts that give rise to the process referred to in item II of the caput of Art. 13, cannot be initiated before the final decision of the latter.

§ 4. The process referred to in item II of the caput of Art. 13 must necessarily be preceded by at least one summons, with a period of at least 30 (thirty) days for compliance, in which the SMI indicates the measures it deems necessary on the part of the provider of centralized deposit services for securities.

CHAPTER V – PROCEDURES RELATED TO ACTS DEPENDENT ON PRIOR APPROVAL

Art. 15. Without prejudice to other matters provided for in this Resolution, the following are subject to prior approval by the CVM to produce effects:
I – the operational regulations of the central depository, referred to in Art. 45; and II – the access rules of participants, referred to in Art. 40.
I – the operational regulations of the central depository, referred to in Art. 45, as well as their materially significant alterations; and II – the access rules of participants, referred to in Art. 40, as well as their materially significant alterations.

Items I and II with wording given by CVM Resolution No. 220, of November 11, 2024.

§ 1. In the matters dealt with in this article, the period for approval by the CVM is 20 (twenty) business days counted from the date of presentation of the respective request, or from the provision of clarifications or additional information requested by the CVM.

§ 2. After the fulfillment of requirements, which may be formulated only once, with a maximum period of 10 (ten) business days for compliance, the CVM has a period of 10 (ten) business days to manifest itself, counted from the presentation of the respective request or from the provision of clarifications or additional information requested.

§ 3. If the CVM does not manifest itself on the request or the fulfillment of the requirements within the periods referred to in §§ 1 and 2 of this article, the presented documents are considered approved.

§ 4. The provisions of this article do not apply to alterations arising from determinations of other public bodies, regarding matters not covered by the legal competence of the CVM.

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

CVM RESOLUTION NO. 31, OF MAY 19, 2021

§ 4th Amendments to the documents provided for in the caput that do not require prior approval must:
I – be notified to the CVM with, at least, 20 (twenty) business days' advance notice relative to their entry into force, a period during which the CVM may convert the notification into an approval request; and II – observe the regulation applicable to the central deposit of securities.

§ 4th with wording given by CVM Resolution No. 220, of November 11, 2024.

§ 5th The CVM may determine, at any time, that the central depository promote changes in the operating rules or access rules of participants, including regarding acts and documents not dependent on prior approval, whenever it considers necessary for the adequate provision of the central securities deposit service.

§ 6th The provisions of this article do not apply to changes arising from determinations of other public bodies, regarding matters not covered by the legal competence of the CVM.

§ 7th For the purposes of this article, a materially significant change is considered any modification, addition, or exclusion in the central depository's operating rules or participants' access rules that have the potential to exert a relevant impact on the central securities deposit service, the materiality of the change being evaluated in each case, taking into consideration, among other factors, the number of affected agents and the intensity of the efforts necessary for adaptation.

§§ 5th to 7th included by CVM Resolution No. 220, of November 11, 2024.

CHAPTER VI – REGIME APPLICABLE TO INFORMATION
Section I – Information Holding Regime

Art. 16. The central depository must maintain a centralized information system that allows for the identification of the investor and the updating of the registration information provided by the custodian that provides services to the investor.

Sole paragraph. It is incumbent upon the custodian that provides services to investors to ensure the veracity and updating of the investors' information contained in the system referred to in the caput, in accordance with the minimum rules and procedures established by the central depository.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 31, DE 19 DE MAIO DE 2021

Art. 17. The central depository and the other participants, who, by reason of their activities, have access to such information, must, in accordance with the legislation in force, maintain confidentiality regarding the securities belonging to each investor.

Section II – Provision of Information

Art. 18. The central depository must provide to issuers, custodians of issuers, and registrars, as applicable, the list of securities in central deposit and their respective holders, in order to ensure compliance with duties towards investors.

Art. 19. The central depository must make available or send, as applicable, to investors information that allows for the identification and verification of events that occurred with the securities, containing, at a minimum, the consolidated position of securities, their movement, and the events that affect the investor's position.

§ 1st The information provided for in the caput must be made available or sent, as applicable:
I – until the 10th (tenth) business day of the month following the end of the month in which the movement occurred; and II – when requested by the custodian, so that the investor may present themselves or be represented before the issuer of the securities of their ownership or before any third parties, within a period of up to 5 (five) business days from the request, provided they refer to the current year.

§ 2nd By the end of February of each year, the information provided for in the caput relating to the previous year must be made available or sent to the investor, who may expressly waive receipt thereof.

§ 3rd The information provided for in the caput may be made available or sent by one of the following forms, according to the CVM's decision, in the form of § 5th:
I – consultation of an electronic system with restricted access on the worldwide computer network; II – sending to the electronic address of the investor contained in the system maintained by the central depository, with recognized security standards; or III – sending to the postal address of the investor contained in the system maintained by the central depository.

§ 4th For the provision of statements in the form of items II and III of § 3rd, the postal or electronic address of the custodian itself may only be used in the case of statements of its own account, accounts of its directors and employees, and accounts of funds, investment clubs, non-resident investors, or other entities under its discretionary management.

§ 5th The decision referred to in § 3rd must be taken by the CVM, when authorizing the provision of central securities deposit services.

§ 6th In cases where the central depository also acts as a registration entity for derivative transactions, the consolidated positions resulting from transactions carried out in organized exchange and over-the-counter markets must also be reported to investors, in the form to be approved by the CVM.

§ 7th The provisions of this article do not apply to the transactions referred to in § 3rd of art. 33.

CHAPTER VII – RULES, PROCEDURES AND INTERNAL CONTROLS
Section I – General Rules

Art. 20. The central depository must adopt and implement:
I – adequate and effective rules for compliance with the provisions of this Resolution; and II – procedures and internal controls with the objective of verifying the implementation, application, and effectiveness of the rules mentioned in item I.

§ 1st The rules, procedures, and internal controls referred to in this article must be:
I – written; and
II – verifiable.

§ 2nd Non-compliance with the provisions of items I and II of the caput is considered not only the non-existence or insufficiency of the rules, procedures, and controls referred to therein, but also their non-implementation or inadequate implementation for the purposes provided for in this Resolution.

§ 3rd Evidence of inadequate implementation of the rules, procedures, and internal controls includes:
I – the repeated occurrence of failures; and
II – the absence of recording of the application of the methodology, in a consistent and verifiable manner.

Section II – Risk Management

Art. 21. The central depository must maintain risk control systems appropriate for monitoring the risks inherent to its activities.

Sole paragraph. The risk control systems must define adequate procedures to ensure:
I – the regular functioning and security of the account system maintained by the central depository; and II – the identification, management, and mitigation of significant risks to the functioning of the central depository, including those arising from the provision of other services or the exercise of additional activities to that of central securities deposit, as well as those arising from the linkage to trading systems, clearing and settlement systems, and other central depositories.

Section III – Responsible Director

Art. 22. The central depository must indicate:
I – a statutory director responsible for compliance with the standards established by this Resolution; and II – a statutory director responsible for supervising the procedures and internal controls provided for in item II of the caput of art. 20.

§ 1st The appointment or replacement of the statutory directors referred to in items I and II must be informed to the CVM within a period of 7 (seven) business days.

§ 2nd The functions referred to in items I and II of the caput cannot be cumulated by the same statutory director and cannot be performed jointly with functions that may, in any way, be considered conflicting with them.

§ 3rd The directors referred to in items I and II of the caput must act with probity, good faith, and professional ethics, employing, in the exercise of their functions, the care and diligence expected of a professional in their position.

Art. 23. The director referred to in item II of art. 22 must, by the last business day of April:
I – send to the board of directors of the legal entity providing central depository services a report relating to the previous year, containing:
a) the conclusions of the internal audit reports; b) its recommendations regarding any deficiencies, with the establishment of remediation schedules, where applicable; and

c) its statement regarding the deficiencies found in previous verifications and the planned measures, according to a specific schedule, or effectively adopted to remedy them; and II – send to the board of directors of the legal entity providing central depository services and to the CVM the report on the description, design, and operational effectiveness of the controls (type 2), relating to the previous year, issued by an independent auditor registered with the CVM, prepared in accordance with NBC TO 3402 approved by the Federal Accounting Council.

Sole paragraph. The report referred to in item I must be available to the CVM at the headquarters of the central depository.

Section IV – Segregation of Activities

Art. 24. Activities related to the provision of central securities deposit services must be independent of any others potentially exercised by the same institution.

§ 1st For the purposes of the caput, the central depository must ensure:
I – the physical segregation of the facilities used for the provision of central securities deposit services from the facilities intended for the provision of other services, or, in the case of shared use of facilities, clear and precise definition of practices that ensure the confidentiality of information held due to central securities deposit activities; II – the maintenance of confidentiality of information by all administrators, collaborators, and employees of the central depository, with the transfer of confidential information to unauthorized persons or to third parties not subject to the duty of confidentiality towards the central depository being prohibited; and III – restricted access to electronic and physical files and the adoption of controls that restrict and allow identifying the persons who have access to confidential information.

§ 2nd The obligations referred to in § 1st extend to the technological systems used in the provision of central securities deposit services.

§ 3rd The systems referred to in § 2nd may be of shared use in the case of provision of related services, provided that the practices referred to in item I of § 1st are observed.

Section V – Outsourcing

Art. 25. The central depository may hire third parties to perform instrumental or ancillary tasks to the activities regulated by this Resolution.

§ 1st The hiring of third parties, in the form provided for in the caput, does not alter the responsibilities of the central depository, which remains responsible for compliance with the obligations assumed towards third parties and with the provisions of this Resolution.

§ 2nd The central depository must adopt rules, procedures, and internal controls adequate to ensure security and mitigate conflicts of interest in the event of hiring third parties.

Section VI – Audit

Art. 26. The central depository must maintain an internal audit structure.

§ 1st The reports produced by internal audit must be kept updated and be available to the CVM.

§ 2nd The CVM may determine the carrying out of specific extraordinary audits, if there is indication that the processes and systems used are not meeting, or may not come to meet, their purposes.

CHAPTER VIII – CONSTITUTION AND EXTINCTION OF CENTRAL SECURITIES DEPOSIT
Section I – Constitution of Central Securities Deposit

Art. 27. The central securities deposit is constituted with the transfer of the fiduciary ownership of the security, for the purposes of providing central deposit services, in the form of the central depository's regulations.

Sole paragraph. The securities maintained in fiduciary ownership at the central depository do not integrate the general assets or special assets potentially held by the central depository and must remain registered in a deposit account in the name of the investor.

Art. 28. The transfer of fiduciary ownership of the security, in accordance with art. 27, is carried out:
I – by means of registration effected in the systems maintained by the central depository, directly by the issuer or the registrar, as applicable, when the securities are book-entry; or II – by means of the specific transfer mechanisms of each security, according to its nature and in accordance with the central depository's regulations, when the securities are issued in non-book-entry form.

§ 1st In the cases of item I of the caput, the registration in the systems maintained by the central depository depends on the prior registration of the transfer in the books or systems of the issuer or registrar, as applicable.

§ 2nd In the cases of item II of the caput, the security issued in non-book-entry form must be subject to custody by a custodian authorized in accordance with the applicable regulation, hired by the issuer or by other institutions responsible for the placement of the security, which must submit to the minimum rules and procedures established by the central depository, including with regard to the right of access of this to the securities.

§ 3rd The service referred to in § 2nd may be provided by the central depository itself, when authorized to provide custody services in accordance with the applicable regulation, or by a custodian hired by it.

§ 4th It is prohibited to provide the services referred to in § 2nd by the issuer of the securities or by the institution that, in the capacity of holder of the securities, distributes them to the market.

Art. 29. In the case of securities that have as collateral other securities, financial assets, or contractual instruments, the central depository must establish, in its regulations, rules, procedures, and internal controls adequate to ensure:
I – that the securities, financial assets, or contractual instruments that serve as collateral are custodied or held by a third party, according to their nature and in accordance with the applicable regulation, with the adoption of all necessary measures to ensure their existence and integrity, as well as effective control over their movements; II – that the securities, financial assets, or contractual instruments that serve as collateral are not custodied or held, in the form of item I, by the same institution that originated them; III – that the rights incident on the securities, financial assets, or contractual instruments that serve as collateral are not assigned to third parties; and IV – its access to the securities, financial assets, and contractual instruments that serve as collateral.

Art. 30. The constitution of the central securities deposit may be requested, according to the nature of the securities, by act:
I – of the custodian that provides services to the investor;

II – of the issuer of the security, observed the provisions of § 4th of art. 28; and III – of the holder of the security, when it is a participant of the central depository and has access to the corresponding systems, observed the provisions of § 4th of art. 28.

Sole paragraph. The central depository must establish, in its regulations, the operational procedures to be adopted in each of the cases provided for in the caput and the obligations and responsibilities of the participants or issuers in each of them.

Art. 31. Once the transfer of the securities to the central deposit regime is effected, the movement and exercise of rights relating to those securities may only occur in accordance with the central depository's regulations.

Sole paragraph. It is incumbent upon the central depository to establish rules, procedures, and controls intended to prevent the carrying out of movements or the exercise of rights over securities that are subject to central deposit in contravention of the provisions of the caput.

Section II – Extinction of Central Securities Deposit

Art. 32. The central securities deposit and the fiduciary ownership of the central depository over the respective securities are extinguished with:
I – the withdrawal of the security from the central depository resulting from a request by the investor, presented through its custodian, or in the other cases provided for in the central depository's regulations; or II – the extinction of the obligations corresponding to the security.

§ 1st In the cases of item I of the caput, the central depository must return to the investor the quantity of securities deposited with the modifications resulting from the respective events incident upon them, observing the norms applicable to each case.

§ 2nd In the cases of item I of the caput, the transfer of the security to the investor is carried out:
I – by means of registration effected in the systems maintained by the central depository, with the corresponding registration effected at the issuer or registrar, as applicable, when the securities are book-entry; and

COMMISSION OF SECURITIES AND EXCHANGE
Sete 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. 31, OF MAY 19, 2021

II – through the specific transfer mechanisms of each security, according to its nature and in accordance with the regulations of the central depository, when the securities are issued in non-book-entry form.

§ 3º In the event of item II of § 2º, the central depository regulations must also establish the circumstances for the transfer of the security to the custodian or directly to the investor, according to the situation and nature of the asset.

CHAPTER IX – DEPOSIT ACCOUNT STRUCTURE
Section I – General Rules

Art. 33. Securities must be maintained by the central depository in deposit accounts individualized by investor and movable by credit or debit.

§ 1º Deposit accounts must be opened, in the name of the investors, by the custodians hired by them.

§ 2º It is incumbent upon the custodians providing services to investors to perform all identification acts of these investors before the central depository and representation to carry out acts related to central deposit, observing the minimum rules and procedures established by the central depository.

§ 3º In the case of securities-backed repurchase agreements carried out between banks and their clients holding demand deposit accounts, the transfer of securities to a special deposit account of the selling bank is authorized, observing the following conditions:

I – the central depository must be able to individualize and identify the clients who, due to the operations referred to in this paragraph, become holders of the securities, which must be identified by the selling bank under the terms and conditions specified in the Operations Regulation;

II – the special deposit account must be intended exclusively for positions of clients holding demand deposit accounts, being segregated from other accounts intended for the selling bank's own positions, including in cases of insolvency, judicial or extrajudicial reorganization, liquidation, or bankruptcy of the institution;

III – the securities can only return to the selling bank's own position in case of repurchase; and

IV – if the selling bank fails to fulfill the assumed obligation, the securities must be transferred to the deposit account indicated by the account holder, observing the procedures established in § 4º.

§ 4º The central depository must establish in its operations regulation the deadlines for communicating the operations carried out under the terms of § 3º and the procedures for the movement of securities, including in case of non-compliance with the operation by the selling bank.

Art. 34. The central depository's deposit account structure must ensure adequate segregation between:

I – the securities that are in the process of withdrawal, transfer, clearing, and settlement and the other securities existing in the deposit accounts; and

II – the securities encumbered, charged, or deposited as collateral for the other securities maintained in a deposit account or in other operations.

Section II – Movement of Securities and Creation of Encumbrances and Liens

Art. 35. The movement of securities must result from commands or authorizations emanating from the investors, communicated to the central depository through an instruction issued by their respective custodians, or by direct request of the investor, observed, where applicable, the current regulation on the portability of securities.

Caput with wording given by CVM Resolution No. 209, of August 26, 2024.

§ 1º Without prejudice to the provisions of the caput, the occurrence of events that affect the held position may promote changes, and the regulations and manuals of the central depository must describe the circumstances in which the respective movements are carried out.

§ 2º The central depository must develop mechanisms for exchanging information with the clearing and settlement systems to which it provides services, in order to allow the sending of all information necessary for the correct settlement of operations, for the realization of eventual blocks, and for the timely receipt of movement instructions.

Art. 36. The registration of liens and encumbrances on deposited securities, due to judicial constraint, constitution of guarantees, or liquidation process in chambers or clearing and settlement service providers, in the form of art. 26 of Law No. 12.810, of May 15, 2013, must be carried out in accordance with the applicable legislation, through registration in the corresponding deposit accounts.

§ 1º The central depository must constitute adequate systems and adopt all necessary procedures to ensure the regularity of the constitution of liens and encumbrances, including with the corresponding communications to the issuers or registrars, as the case may be.

§ 2º The system constituted for the purposes of § 1º must allow the identification of records of liens, encumbrances, or other types of guarantees constituted on the deposited securities and adopt procedures aimed at:

I – ensuring the uniqueness and continuity of records on the securities;

II – generating the information necessary for the exercise of the right of pursuit by secured creditors; and

III – controlling access to the information contained in the records of liens and encumbrances constituted within the entity, observing the provisions of the applicable legislation, allowing the issuance of a certificate in favor of any interested parties, in the manner to be approved by the CVM.

§ 3º When regulating the services referred to in the caput, the central depository must expressly provide for:

I – the form of constitution, rectification, and cancellation of liens, encumbrances, or other types of guarantees, including sets or universals of securities;

II – the responsibilities, rights, and obligations of those involved in the acts of registration of liens, encumbrances, or other types of guarantees;

III – the rights, obligations, and limits of liability of the central depository in carrying out the registrations;

IV – the treatment given to the earnings of the securities subject to liens, encumbrances, or other types of guarantees;

V – the situations and forms of movement of the securities subject to liens, encumbrances, or other types of guarantees;

VI – the treatment applicable to situations of early maturity of the obligations subject to liens, encumbrances, or other types of guarantees; and

VII – the regime and form of availability of information on the registered operations, including regarding the provision of information and issuance of certificates.

§ 4º The provisions of this article also apply to the constitution of encumbrances and liens on positions held in derivative contracts of any nature, provided that the central depository is also authorized to provide registration services for such contracts, in the form of § 4º of art. 2º of Law No. 6.385, of December 7, 1976, and is capable of ensuring their existence.

§ 5º Any charges generated by the constitution, modification, and deconstitution of liens, encumbrances, or other types of guarantees on securities must be borne exclusively by the parties directly involved in the operation, under the terms agreed upon by them.

§ 5º included by CVM Resolution No. 174, of December 5, 2022.

Art. 36-A. The provisions of art. 36 do not prevent the action of registrant entities in the constitution, modification, and deconstitution of liens, encumbrances, or other types of guarantees on securities, including investment fund shares, with the registrant entities being responsible for compliance with §§ 1º to 5º of said provision.

Art. 36-A included by CVM Resolution No. 174, of December 5, 2022.

Art. 37. The central depository must not accept commands or authorizations that result in negative balances in deposit accounts.

Art. 38. The transfer of securities is considered definitive and irrevocable at the moment, terms, and conditions established by the central depository's regulations.

Section III – Reconciliation

Art. 39. The central depository must adopt procedures to ensure the daily reconciliation of the positions held in the deposit accounts held by investors with the position held in its fiduciary ownership.

§ 1º The reconciliation process must ensure that the total amount of securities of the same species and class deposited in the deposit accounts is equal to the sum of the securities contained in the records of the issuer, the custodian providing services to the issuer, or the registrar, as the case may be, considering the events incident on such securities.

§ 2º The central depository must provide the information necessary for custodians, registrars, or issuers to proceed with the reconciliation of the securities maintained in the deposit accounts with those maintained in their records.

§ 3º The central depository must maintain records of the activities carried out in its systems, in order to allow the traceability of the movements carried out.

CHAPTER X – REGULATIONS
Section I – Access Rules

Art. 40. The rules regarding the access of participants must:

I – differentiate the categories of participants, establishing their form of relationship with the central depository;

II – in the case of the participants referred to in items I and II of the caput of art. 5º, establish objective requirements related to the structure, risk monitoring, human and material resources required, organizational and operational capacity of the participant, and probity and professional capacity of the people who act on its behalf; and

III – in the case of the participants referred to in item III of the caput of art. 5º, establish objective requirements and the mechanisms considered adequate for the purposes of risk control and administration and protection of the integrity of their systems.

§ 1º The rules referred to in the caput of this article must establish the regime and procedures applicable to the relations of the issuers referred to in § 2º of art. 5º with the central depository.

§ 2º The rules referred to in the caput of this article and the procedures adopted based on them must observe the principles of equal access and respect for competition, in the activities of centralized deposit of securities and in other activities related to or dependent on them, and must be published on the central depository's page on the worldwide computer network.

§ 3º The consideration established by the central depository must be reasonable and proportional to the services provided, not constituting a mechanism of undue restriction to access to the services provided by it.

§ 4º The requirements referred to in item II of the caput may include financial requirements, given the risks of the activities carried out by the participant, and rules of segregation of activities.

§ 5º Without prejudice to the provisions of this article, the relations of the central depository with trading systems, clearing and settlement systems of operations, and with other central depositories must be the subject of specific contracts, for the regulation of technical and operational aspects of the relationship.

§ 6º The provisions of this article also apply to the interoperability mechanisms provided for in § 3º of art. 5º.

§ 7º The centralized deposit service of securities and the transfers of the securities maintained in deposit must be offered to participants independently of other services possibly provided by the central depository or entities associated with it.

Art. 41. The central depository is responsible for the continuous monitoring and supervision of the performance of its participants, and must:

I – monitor the compliance with the rules and procedures contained in this Resolution and its regulations;

II – judge and impose penalties resulting from the violation of the norms that the central depository is incumbent to monitor; and

III – in the case of the participants referred to in items I and II of the caput of art. 5º, ensure the regularity of internal procedures, through periodic inspections in the systems and in the books and records, including accounting, linked to the activity of centralized deposit of securities.

Art. 42. The central depository may constitute an association, controlled society, or society subject to common control, of specific purpose, that exercises the monitoring and supervision functions referred to in art. 41, or even hire an independent third party to exercise such functions.

Sole paragraph. The exercise of monitoring and supervision functions by an association, by a controlled or commonly controlled society, or by hired third parties does not exempt the central depository from its responsibilities.

Art. 43. The central depository, the association, the controlled or commonly controlled society, or of specific purpose, that acts under the terms of art. 42 may require from the participants all the information necessary for the exercise of its supervisory competence.

Sole paragraph. The central depository, the association, or the controlled or commonly controlled society or the hired third party must observe the restrictions resulting from the confidentiality to be preserved involving the information related to the deposited securities and their holders.

Art. 44. The central depository's supervisory activities must be supported by the regulation referred to in art. 40 and by contractual and adherence mechanisms.

Section II – Operations Regulations

Art. 45. Without prejudice to the specific rules provided for in this Resolution, it is up to the central depository to define rules for the organization and functioning of its activities, covering, in addition to other themes referred to in this Resolution, at least:

I – rules and procedures for the movement of securities in its deposit account system, including for the purposes of settlement of operations;

II – criteria for the eligibility of securities for centralized deposit of securities;

III – regime for custody, control, and administration of securities;

IV – procedures for the treatment of events incident on the securities;

V – procedures adopted for carrying out the reconciliations provided for in this Resolution and their respective periodicities;

VI – procedures for the constitution, control, and communication, when applicable, of any encumbrances, liens, or other types of guarantees incident on the securities;

VII – rights and obligations of the central depository and other participants involved in the provision of centralized deposit of securities services, including the definition, if applicable, of minimum clauses that must be contained in the respective service provision contracts;

VIII – procedures and penalties applicable in cases of non-compliance with duties and obligations provided for in the regulation, as well as the respective events that constitute grounds for the application of such procedures and penalties;

IX – procedures and controls for operational risk administration;

X – contingency and recovery plans, with detailed procedures to be adopted in case of operational failures, capable of ensuring the continuity of service provision;

XI – rules and procedures for the segregation of activities and aimed at inhibiting the action of its administrators and employees in cases of conflicts of interest and holding of privileged information; and

XII – regime for the disclosure of changes related to the functioning of the centralized deposit of securities services.

Sole paragraph. The rules referred to in the caput and other operational details related to the provision of services must be published on the central depository's page on the worldwide computer network.

Art. 46. The central depository must establish the mechanisms for the adherence of participants to the rules and procedures applicable to each type of participant, taking into account their linkage, including, to the chains of obligations and responsibilities.

CHAPTER XI – OFFENSES AND PENALTIES

Art. 47. It is considered a serious offense, for the purposes of the provisions of § 3º of art. 11 of Law No. 6.385, of 1976, the exercise of the activities regulated by this Resolution by an unauthorized person or authorized based on false declarations or documents, as well as the violation of the norms contained in arts. 2º, 3º, 16 to 22, 24, 28 to 33, 35, 36, 39 to 41, 43, and 48 of this Resolution.

CHAPTER XII – FINAL PROVISIONS

Art. 48. The central depository must maintain, for a minimum period of 5 (five) years, or for a longer period by express determination of the CVM, all documents and information required by this Resolution.

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

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

Art. 49. CVM Instruction No. 541, of December 20, 2013, is hereby repealed.

Art. 50. This Resolution enters into force on June 1, 2021.

Signed electronically by
MARCELO BARBOSA
President

SECURITIES AND EXCHANGE 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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 31, OF MAY 19, 2021
ANNEX A TO CVM RESOLUTION NO. 31, OF MAY 19, 2021
Application for Authorization for Central Securities Depository Services

Art. 1 The application for authorization to provide centralized securities depository services must be accompanied by the following documents and information:

I – corporate name, registration in the National Registry of Legal Entities – CNPJ, full address of the headquarters, telephone numbers, email address and website of the institution, and subscription cards of the legal representatives;

II – constituent acts and subsequent amendments, duly updated and complying with legal formalities, and proof of net worth, as proposed, and of the sources of funds;

III – a set of documents intended to demonstrate that the applicant has organizational and operational capacity to provide centralized securities depository services, considering technical-operational, organizational, administrative, and financial aspects, with a detailed description of operational risk management mechanisms, consisting of:

a) submission of a draft regulation to govern the provision of centralized securities depository services, establishing the general principles and rules to which its administrators and persons with whom it maintains any type of legal relationship are subject;

b) description of the main characteristics of the processes and technological systems that must be used in the provision of services, comprising equipment and communication means that support the systems, with a summary specification of the operational routines intrinsic and extrinsic to the systems, as well as the relevant internal procedures and controls;

c) description of the main characteristics of the operational systems used in the provision of services, including those performed by third parties, comprising, among others, depending on the nature of the system, the centralized depository of securities, their movement, the processing of custody events, the provision of information to participants and their clients, investors;

d) basic procedures and mechanisms related to technical access to the systems by participants;

e) summary description of security standards regarding facilities, equipment, and data;

f) description of the human resources allocated to the activity, with specification of the functions and positions necessary for its performance;

g) policy of segregation of activities;

h) contingency plan, file recovery systems, and database systems;

i) technological and operational contingency environment (contingency site) in a physical space not subject to the same risk as the main environment (main site) that allows for the rapid and secure resumption of business, without compromising the integrity of the information and business of its participant and the end beneficiary; and

j) copies of the contracts for the assignment or development of systems entered into between the applicant and the society owning the system or responsible for its development, in the event that the systems used for the provision of centralized securities depository services were not developed by the applicant;

IV – organizational chart of the applicant, highlighting the area responsible for the execution of the centralized securities depository services to be provided;

V – name and qualification of the legal representatives of the applicant;

VI – copy of the minutes of the meeting of the board of directors or executive board that appointed the directors responsible for complying with the rules established in this Resolution and for supervising the procedures and internal controls of the centralized securities depository services;

VII – list of societies in which the central depository holds share participation, including indirectly controlled or affiliated societies;

VIII – legal instrument intended to govern the relationship between the central depository and the participant, as provided for in this Resolution;

IX – designation of the independent audit firm registered with the CVM that performs the operational audit of the centralized securities depository services, as well as a declaration of its independence from the audited entity; and

X – report on the description, design, and operational effectiveness of controls (type 1), issued by an independent auditor registered with the CVM, prepared in accordance with NBC TO 3402 approved by the Federal Council of Accounting.

CVM Resolution No. 31 of May 19, 2021, with amendments introduced by CVM Resolutions No. 174/22, 209/24, and 220/24

Lineage: Amended

Timeline