CVM Resolution No. 37 of May 26, 2021

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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CVM RESOLUTION NO. 37, OF MAY 26, 2021

Regulates the activity of collecting dispersed sell orders for shares and revokes CVM Instruction No. 454, of April 30, 2007.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes it known that the Collegiate Board, in a meeting held on May 25, 2021, based on the provisions of arts. 8, I and 18, II, letter “a”, of Law No. 6.385, of December 7, 1976, art. 3 of CMN Resolution No. 3.261, of January 28, 2005, as well as arts. 5 to 9 of Decree 10.139, of November 28, 2019,

APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE

Art. 1 This Resolution regulates the activity of collecting dispersed sell orders for shares by entities not integrated into the distribution system.

CHAPTER II – DEFINITIONS

Art. 2 For the purposes of this Resolution, the following are considered:
I – dispersed sell order for shares: the sell order, in an organized market for securities, involving the total number of shares of the same species and class, issued by the same open company, owned by the same investor, which are not deposited in a centralized securities depository, whose value does not exceed R$ 5,000.00 (five thousand reais), calculated based on the closing quote of the day prior to the sell request; II – authorized entity to operate: the intermediary authorized to operate directly on behalf and for the order of third parties in the organized market where the shares subject to the dispersed order are traded; III – collection agent: the commercial bank, the multiple bank without an investment portfolio, and Caixa Econômica Federal; and IV – agreement: the document signed between the collection agent, the authorized entity to operate, the open company, and, if applicable, the share registrar, to regulate the reciprocal rights and obligations related to the exercise of the activity of collecting dispersed orders.

CHAPTER III – COLLECTION OF ORDERS

Art. 3 Collection agents, provided they are registered in the manner provided by the regulation regarding registration with the CVM of commercial banks, multiple banks without investment portfolios, Caixa Econômica Federal, and credit cooperatives, are authorized to exercise the activity of collecting dispersed orders, in accordance with this Resolution.

Art. 4 For the exercise of the activity referred to in this Resolution, collection agents must enter into an agreement with:
I – a person authorized to operate; and
II – the issuing company of the shares subject to dispersed sell orders, or the registrar of securities designated in the company’s bylaws, in the manner of art. 34 of Law No. 6.404, of December 15, 1976, if applicable.

§ 1 The agreement referred to in the caput must contain, at a minimum:
I – the identification of the shares that may be traded; II – its term of validity; and III – the conditions under which the sale of shares takes place, establishing the responsibilities of each signatory.

§ 2 The cancellation of the agreement must be communicated immediately to the CVM by the institution that requested authorization to exercise the activity.

CHAPTER IV – AUTHORIZATION BY THE CVM

Art. 5 The collection of dispersed orders by collection agents depends on prior authorization by the CVM.

§ 1 The request for authorization to collect dispersed orders must be submitted to the CVM by the institutions referred to in art. 3 and must be accompanied by:
I – a copy of the agreement referred to in art. 4; II – the model of the share transfer term referred to in art. 8; III – the indication of the director of the collection agent responsible for the activity of collecting dispersed orders; and IV – the indication of the director of the affiliated authorized entity to operate, responsible for these operations.

§ 2 The request referred to in § 1 of this article must be sent to the Superintendence of Market and Intermediary Relations – SMI, which is responsible for granting authorization or denying the request, in the manner provided in § 3 of this article.

§ 3 Authorization for the collection of dispersed orders is automatically granted and takes effect after 5 (five) days from the date of protocol at the CVM of the documents referred to in § 1.

CHAPTER V – CANCELLATION OF AUTHORIZATION

Art. 6 Authorization for the collection of dispersed orders may be cancelled if:
I – the falsity of a document or declaration presented by the interested parties to obtain the authorization is proven; or II – due to a supervening fact duly proven, the affiliated institutions no longer meet any of the requirements and conditions established in this Resolution, or in the agreement.

CHAPTER VI – PROCESSING OF ORDERS

Art. 7 It is the responsibility of the collection agent to identify clients, in the manner of the regulation dealing with the prevention of money laundering and terrorist financing – PLDFT within the securities market, and must carry out diligence to ensure that the person who transmitted the order is the effective holder of the shares.

Sole Paragraph. In the case of shareholder representation by proxy, the collection agent must take steps to verify the authenticity of the proxy instrument.

Art. 8 Before the transmission of a dispersed sell order for shares, the signing of a standardized share transfer term must be required, which must be archived along with the investor’s registration data.

Sole Paragraph. The form referred to in the caput must contain:
I – indication of the maximum period for the execution of orders; II – information on the total costs of the operation; III – identification of the shares and quantities to be sold; and IV – the maximum period for payment to the seller and for the transfer of shares to the buyer, which must not exceed 5 (five) business days after the completion of the operation.

Art. 9 The dispersed orders collected by collection agents must be forwarded directly to the affiliated authorized entity to operate.

Sole Paragraph. At the discretion of the authorized entity to operate, grouping of dispersed orders for joint execution is permitted.

CHAPTER VII – SETTLEMENT OF ORDERS

Art. 10 The operations referred to in this Resolution must be settled in the clearinghouse or clearing and settlement service provider, in a special account in the name of the authorized entity to operate, dispensing with the registration of investors in the systems of the clearinghouses or clearing and settlement service providers.

§1 Financial settlement of the operations must be carried out by the authorized entity to operate that executes the orders, directly with the collection agent, with the latter responsible for transferring the amounts due to the investors who are the holders of the shares.

§ 2 The collection agent and the affiliated authorized entity to operate must maintain, for a minimum period of 5 (five) years, or for a longer period as expressly determined by the CVM, the registration information of the investors.

§ 3 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 preparation 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.

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

CHAPTER VIII – COLLECTION OF ORDERS BY AUTHORIZED ENTITIES TO OPERATE

Art. 11 Authorized entities to operate may directly collect dispersed orders using the facilities of the sole paragraph of art. 9 and art. 10 of this Resolution, provided they have entered into the agreement referred to in art. 4, with the requirement of item I of art. 4 not applying.

Sole Paragraph. In the case of the caput, the authorization referred to in art. 5 is also mandatory.

CHAPTER IX – FINAL PROVISIONS

Art. 12 Non-compliance with the provisions of arts. 5, 8, 9, and 10 of this Resolution is considered a serious offense, for the purposes of the provision of art. 11, § 3, of Law No. 6.385, of December 7, 1976.

Art. 13 CVM Instruction No. 454, of April 30, 2007, is hereby revoked.

Art. 14 This Resolution enters into force on July 1, 2021.

Signed electronically by
Marcelo Barbosa
President