Lei nº 4.728, de 14 de julho de 1965 — Disciplina o mercado de capitais e estabelece medidas para o seu desenvolvimento (Law No. 4,728 of 14 July 1965 — Regulates the capital market and establishes measures for its development (Capital Markets Law))

English translation of the Portuguese text from planalto.gov.br (the Portuguese text is the official one). Retrieved 2026-10-26.

Presidency of the Republic

Civil House

Suboffice for Legal Affairs

LAW No. 4,728, OF 14 JULY 1965

Compiled text

Veto message

(See Decree-Law No. 1,980, of 1982)

(See Decree-Law No. 1,986, of 1982)

(See Decree-Law No. 1,401, of 1975)

(See Law No. 14,286, of 2021)

(Effectiveness)

Disciplines the capital market and establishes measures for its development.

THE PRESIDENT OF THE REPUBLIC I make known that the National Congress decrees and I sanction the following Law:

SECTION I

Attributions of the administrative bodies

Art. 1 The financial and capital markets shall be disciplined by the National Monetary Council and supervised by the Central Bank of the Republic of Brazil.

Art. 2 The National Monetary Council and the Central Bank shall exercise their legal attributions relating to the financial and capital markets for the purpose of:

I - facilitating public access to information about the securities or marketable values distributed in the market and about the companies that issue them;

II - protecting investors against illegal or fraudulent issues of securities or marketable values;

III - preventing forms of fraud and manipulation intended to create artificial conditions of demand, supply or price of securities or marketable values distributed in the market;

IV - ensuring the observance of equitable commercial practices by all those who professionally exercise intermediation functions in the distribution or negotiation of securities or marketable values;

V - disciplining the use of credit in the market for securities or marketable values;

VI - regulating the exercise of the brokerage activity for securities and exchange.

(Revoked by Law No. 14,286, of 2021)

(Effectiveness)

Art. 3 The Central Bank shall be responsible for:

I - authorizing the constitution and supervising the operation of the Stock Exchanges;

II - authorizing the operation and supervising the operations of the brokerage companies that are members of the Stock Exchanges (arts. 8 and 9) and of the investment companies;

III - authorizing the operation and supervising the operations of financial institutions, companies or individual firms whose object is the subscription for resale and the distribution of securities or marketable values;

IV - maintaining records and supervising the operations of companies and individual firms that exercise intermediation activities in the distribution of securities or marketable values, or that carry out, for any purpose, the raising of popular savings in the capital market;

V - registering securities and marketable values for the purpose of their negotiation on the Stock Exchanges;

VI - registering the issues of securities or marketable values to be distributed in the capital market;

VII - supervising the observance, by companies issuing securities or marketable values negotiated on the exchange, of the legal and regulatory provisions relating to:

a) publicity of the economic and financial situation of the company, its administration and application of its results;

b) protection of the interests of the holders of securities and marketable values distributed in the financial and capital markets.

VIII - supervising the observance of legal and regulatory norms relating to the issue, launch, subscription and distribution of securities or marketable values placed on the capital market;

IX - maintaining and disseminating statistics relating to the capital market, in coordination with the national statistical system;

X - supervising the use of information not disclosed to the public for the benefit of oneself or third parties, by shareholders or persons who, by virtue of positions they hold, have access to it.

Art. 4 In the exercise of its attributions, the Central Bank may examine the books and documents of the financial institutions, companies, firms and persons referred to in the previous article, which shall be obliged to provide the information and clarifications requested by the Central Bank.

§ 1 No sanction shall be imposed by the Central Bank without first having set a period, not less than 30 (thirty) days, for the interested party to manifest itself, except as provided in § 3 of art. 16 of this Law.

§ 2 When, in the exercise of its attributions, the Central Bank becomes aware of a crime defined by law as one of public action, it shall notify the Public Prosecutor's Office for the initiation of a police inquiry.

§ 3 The registration requests submitted to the Central Bank, under the terms of arts. 19 and 20 of this Law, are considered granted within 30 (thirty) days of their presentation, if they are not denied within that period.

§ 4 The running of the period referred to in the previous paragraph may be interrupted only once, if the Central Bank requests supplementary information or documents, in compliance with the legal or regulatory norms in force.

§ 5 Except as provided in § 3, the National Monetary Council shall set the periods within which the Central Bank must process the requests for authorization, registration or approval provided for in this Law.

§ 6 The Central Bank shall apply to violators of the provisions of this Law the penalties provided for in chapter V of Law No. 4,595, of 31 December 1964.

(Revoked by Law No. 13,506, of 2017)

SECTION II

Distribution system in the capital market

Art. 5 The system for the distribution of securities or marketable values in the capital market shall consist of:

I - the Stock Exchanges and the brokerage companies that are their members;

II - the financial institutions authorized to operate in the capital market;

III - the companies or firms whose object is the subscription of securities for resale, or their distribution in the market, and which are authorized to operate under the terms of art. 11;

IV - the companies or firms whose object is intermediation activity in the distribution of securities or marketable values, and which are registered under the terms of art. 12.

Art. 6 The Stock Exchanges shall have administrative, financial and patrimonial autonomy, and shall operate under the supervision of the Central Bank, in accordance with the regulations issued by the National Monetary Council.

Art. 7º The National Monetary Council shall be responsible for establishing the general rules to be observed in the constitution, organization and operation of Stock Exchanges, and relating to:

I - conditions of constitution and extinction; legal form; administrative bodies and their composition; exercise of disciplinary power over the members of the Exchange, imposition of penalties and conditions of exclusion;

II - number of brokerage firms that are members of the Exchange, requirements or conditions of admission as to the suitability, financial capacity, technical qualification of their administrators and form of representation in the Exchanges;

III - types of operations admitted in the Exchanges; rules, methods and practices to be observed in these operations; liability of brokerage firms in the operations;

IV - financial administration of the Exchanges; fees, commissions and any other costs charged by the Exchanges or their members;

V - rules designed to prevent or repress price manipulation and fraudulent operations; conditions to be observed in authorized price support operations;

VI - registration of operations to be maintained by the Exchanges and their members; statistical data to be compiled by the Exchanges and provided to the Central Bank;

VII - supervision of compliance with legal obligations by companies whose securities are traded on the Exchange;

VIII - minimum percentage of the price of securities traded on a forward basis, which must mandatorily be settled on a cash basis;

IX - credit for the acquisition of securities and movable assets in the capital market.

§ 1º Except for the matter provided for in item VIII, the rules referred to in this article may only be approved by the National Monetary Council after being published to receive suggestions for 30 (thirty) days.

§ 2º The suggestions referred to in the previous paragraph shall be made in writing, through the Central Bank.

Art. 8º The intermediation of business on the Stock Exchanges shall be carried out by brokerage firms that are members of the Exchange, whose minimum capital shall be fixed by the National Monetary Council.

§ 1º The joint equity participation of the administrators of the brokerage firms may not be less than half of the voting capital.

(Revoked by Decree-Law No. 2,313, of 1986)

§ 2º The companies referred to in this article may only operate after being authorized by the Central Bank, and the investiture of their directors shall be subject to the legal conditions in force for the administrators of financial institutions.

§ 3º Under the conditions established by the National Monetary Council, the brokerage firm may be a member of more than one Stock Exchange.

§ 4º The administrators of brokerage firms may not hold any administrative, advisory, supervisory or deliberative position in other companies whose securities or movable assets are traded on an Exchange.

§ 5º The companies referred to in this article, even if they do not take the form of a corporation, are obliged to observe the rules set forth in art. 20, § 1º, items a and b.

§ 6º The National Monetary Council shall ensure that current Public Funds Brokers have the option to register with the Central Bank, to intermediate trading on the Stock Exchanges, in the form of a sole proprietorship, observing the same requirements established for the brokerage firms provided for in this article, and under the condition of extinction of the firm, upon the death of its holder, or upon the latter's participation in a brokerage firm.

Art. 9º The National Monetary Council shall establish the general rules to be observed in matters of organization, discipline and supervision of the attributions and activities of brokerage firms that are members of the Exchanges and of exchange brokers.

(Revoked by Law No. 14,286, of 2021)

(Effectiveness)

§ 1º As of one year from the effective date of this Law, extendable, at most, for an additional 3 (three) months, at the discretion of the National Monetary Council, the intervention of brokers in exchange operations and negotiations of the respective bills, when carried out outside the Exchanges, shall be optional. (See Law No. 5,409, of 1968)

(Revoked by Law No. 14,286, of 2021)

(Effectiveness)

§ 2º For the purpose of setting the exchange rate, all operations shall be mandatorily communicated to the Central Bank.

(Revoked by Law No. 14,286, of 2021)

(Effectiveness)

§ 3º Current brokers registered with the Stock Exchanges shall be permitted to simultaneously exercise the profession of exchange broker with that of a member of a brokerage firm or holder of a sole proprietorship organized in accordance with § 6º of art. 3º of this Law.

(Revoked by Law No. 14,286, of 2021)

(Effectiveness)

§ 4º The National Monetary Council shall set a period of up to one year, extendable, at its discretion, for an additional year, for existing Stock Exchanges and current public funds brokers to adapt to the provisions of this Law.

(Revoked by Law No. 14,286, of 2021)

(Effectiveness)

§ 5º The optional nature referred to in § 1º of this article shall enter into force on the effective date of this Law, for exchange purchase or sale transactions by the Union, the States, the Municipalities, mixed-capital companies, autarchies and para-state entities, except for exchange operations of official banks with non-state individuals or legal entities.

(Revoked by Law No. 14,286, of 2021)

(Effectiveness)

§ 6º The Central Bank is authorized, during the period of 2 (two) years from the effective date of this Law, to provide financial assistance to the Stock Exchanges, when, at its discretion, it is necessary for them to adapt to the provisions of this Law.

(Revoked by Law No. 14,286, of 2021)

(Effectiveness)

Art. 9º-A. The Central Bank of Brazil shall be responsible, observing the guidelines of the National Monetary Council, without prejudice to the provisions of Law No. 6,385, of December 7, 1976:

(Included by Law No. 14,286, of 2021)

(Effectiveness)

I - to regulate the conditions of constitution and operation of securities brokerage firms, exchange brokerage firms and securities distribution firms;

(Included by Law No. 14,286, of 2021)

(Effective)

II - authorize the incorporation and operation of, and supervise the activities of, securities brokerage firms, foreign exchange brokerage firms, and securities distribution firms.

(Included by Law No. 14,286, of 2021)

(Effective)

Sole paragraph. For the purposes of this article, the provisions of Law No. 4,595, of December 31, 1964, Law No. 6,024, of March 13, 1974, Decree-Law No. 2,321, of February 25, 1987, Law No. 9,447, of March 14, 1997, Law No. 13,506, of November 13, 2017, and the other provisions of legislation referring to financial institutions shall apply:

(Included by Law No. 14,286, of 2021)

(Effective)

I - to securities brokerage firms, foreign exchange brokerage firms, and securities distribution firms;

(Included by Law No. 14,286, of 2021)

(Effective)

II - to the administrators and members of the board of directors, the board of officers, the fiscal council, the audit committee, and other bodies provided for in the bylaws or articles of association of the companies referred to in item I of this paragraph;

(Included by Law No. 14,286, of 2021)

(Effective)

III - to natural and legal persons and to the administrators and technical officers of legal persons that provide independent audit services to the companies referred to in item I of this paragraph.

(Included by Law No. 14,286, of 2021)

(Effective)

Art. 10. The National Monetary Council shall be responsible for establishing the general rules to be observed in the exercise of the activities of underwriting for resale, distribution, or intermediation in the placement, in the market, of securities, and relating to:

I - minimum capital of companies whose purpose is underwriting for resale and distribution of securities in the market;

II - conditions for registration of companies or individual firms whose purpose is intermediation activities in the distribution of securities in the market;

III - conditions of suitability, financial capacity, and technical qualification to be met by the administrators or officers of the companies or individual firms referred to in the preceding items;

IV - administrative procedure for authorization to operate of the companies referred to in item I and for registration of the companies and individual firms referred to in item II;

V - types of operations of the companies referred to in the preceding items; rules, methods, and practices to be observed in such operations;

VI - commissions, premiums, discounts, or any other costs charged by the companies or firms referred to in the preceding items;

VII - rules designed to prevent price manipulation and fraudulent operations;

VIII - recording of operations to be maintained by the companies and firms referred to in the preceding items, and statistical data to be calculated and provided to the Central Bank;

IX - conditions for installment payment of the securities traded.

Art. 11. The operation of companies or individual firms whose purpose is underwriting for resale and distribution in the market of securities depends on prior authorization from the Central Bank.

Sole paragraph. Also depends on approval by the Central Bank:

a) the modification of contracts or bylaws of the companies referred to in this article;

b) the investiture of administrators, officers, or agents of the companies and firms referred to in this article.

Art. 12. The operation of companies whose purpose is any intermediation activity in the distribution, or placement in the market, of securities depends on prior registration with the Central Bank.

Art. 13. The authorization to operate and the registration referred to in articles 11 and 12 shall observe the provisions of § 1 of art. 10 of Law No. 4,595, of December 31, 1964, and may only be revoked in the cases provided for in general rules approved by the National Monetary Council.

Art. 14. The National Monetary Council shall be responsible for establishing the general rules to be observed in the operations of financial institutions authorized to operate in acceptance or co-obligation in bills of exchange to be distributed in the market, and relating to:

I - minimum capital;

II - risk limits, minimum and maximum term of the securities, type of guarantees received; relationship between the value of the guarantees and the value of the securities subject to acceptance or co-obligation;

III - discipline or prohibition of rediscount of instruments;

IV - supervision of operations by the Central Bank;

V - organization and operation of consortia (art. 15).

Art. 15. Financial institutions authorized to operate in the financial and capital markets may organize a consortium for the special purpose of placing securities in the market.

§ 1 When the consortium has as its objective acceptance or co-obligation in bills of exchange, liability may be distributed among the members of the consortium.

§ 2 The consortium shall be governed by a contract that shall only enter into force after being registered with the Central Bank and which shall mandatorily contain the conditions and limits of co-obligation of each participating institution, the designation of the lead institution of the consortium, and the granting to it of powers to represent the other participants.

§ 3 The liability of each of the institutions participating in the consortium formed under the terms of this article shall be limited to the amount of the risk it assumes in the contract instrument referred to in the preceding paragraph.

§ 4 The contracts provided for in this article are exempt from stamp tax.

SECTION III

Access to the financial and capital markets

Art. 16. The issuance of securities may only be made in the financial and capital markets through the distribution system provided for in art. 5.

§ 1 For the purposes of this article, issuance is considered to be the offer or negotiation of securities:

a) by the issuing or co-obligated company;

b) by companies or enterprises that habitually engage in the activities of subscription, distribution or intermediation in the placement in the market of securities or financial values;

c) by the natural or legal person that maintains control of the issuing company of the securities or financial values offered or traded.

§ 2º Placement or distribution of securities or financial values in the financial and capital markets shall be understood to mean the trading, offering or acceptance of an offer for trading:

a) by means of any modality of public offering;

b) by means of the use of public communication services;

c) in stores, offices or any other establishments accessible to the public;

d) through brokers or intermediaries who seek takers for the securities.

§ 3º Companies that violate the provisions of this article shall be subject to the immediate cessation of their activities of placing securities or financial values in the market, upon notice from the Central Bank, which shall request, if necessary, the intervention of the police authority.

Art. 17. Bills of exchange shall have the co-obligation of a financial institution for their placement in the market, except in cases regulated by the National Monetary Council in a general manner and so as to ensure adequate guarantee to those who acquire them.

§ 1° Companies that, from the publication of this Law, place papers in the capital market in disobedience to the provisions of this Chapter shall not have access to official banks and the securities of their issue or acceptance shall not circulate in the Rediscount Portfolio, except as provided in the following paragraph.

§ 2º Companies that, on the date of publication of this Law, have bills of exchange with their liability in circulation under conditions prohibited by this Law may be authorized by the Central Bank to continue placement with the gradual reduction of the total of papers in circulation, provided that they request it within 60 (sixty) days, indicating the total value of the securities in circulation and presenting a proposal for their settlement within a period of up to 12 (twelve) months, extendable, by the Central Bank, in the case of proven necessity, for a maximum of 6 (six) more months.

§ 3º Companies that use the faculty indicated in the preceding paragraph may hold a general assembly or amend their corporate contracts, within 60 (sixty) days of the effectiveness of this Law, so as to ensure an option for takers to convert their credits into shares or capital quotas of the debtor company, an option valid until the maturity date of the respective securities.

§ 4º Violation of the provisions of this article shall subject the issuers, co-obligors and takers of credit securities to a fine of up to 50% (fifty percent) of the value of the security.

Art. 18. Any conversions, freely agreed upon, into shares or capital quotas of companies obligated under debt securities in circulation on the date of this law, without the co-obligation of financial institutions, carried out within 180 (one hundred and eighty) days of the effectiveness of this Law, shall be exempt from stamp duty.

Art. 19. Only securities or financial values issued by the following may be traded on the Stock Exchanges:

I - legal entities of public law;

II - legal entities of private law registered with the Central Bank.

§ 1° The provisions of this article do not apply to bills of exchange placed in the market in accordance with Art. 17.

§ 2º For companies that have already requested the quotation of their shares on the Stock Exchanges, the provisions of this article shall enter into force as of 1 January 1966, when Decree-Law No. 9.783, of 6 September 1946, shall be repealed.

Art. 20. It is the responsibility of the National Monetary Council to issue general norms regarding the registration referred to in item II of the preceding article, and relating to:

I - information and documents to be submitted to obtain the initial registration;

II - information and documents to be submitted periodically for the maintenance of the registration;

III - cases in which the Central Bank may refuse, suspend or cancel the registration.

§ 1° It shall also be the responsibility of the National Monetary Council to issue norms to be observed by the legal entities referred to in this article, and relating to:

a) the nature, detail and periodicity of the publication of information regarding the economic and financial situation of the legal entity, its operations, administration and shareholders who control the majority of its voting capital;

b) the organization of the balance sheet and income statements, accounting organization standards, reports and opinions of independent auditors registered with the Central Bank;

c) the maintenance of attorneys-in-fact for the performance of acts relating to the registration of nominative shares and bonds, or nominative endorsable shares and bonds.

§ 2º The norms referred to in this article may not be approved before 30 (thirty) days have elapsed from their publication for the receipt of suggestions.

Art. 21. No issue of securities or financial values may be launched, offered publicly, or have its distribution in the market initiated, without being registered with the Central Bank.

§ 1º It shall be the responsibility of the National Monetary Council to establish general norms relating to the information that must be provided in the registration request provided for in this article regarding:

a) the legal entity, issuer or co-obligor, its economic and financial situation, administration and shareholders who control the majority of its voting capital;

b) the characteristics and conditions of the securities or financial values to be distributed;

c) the persons who will participate in the distribution.

§ 2º The registration request shall be accompanied by the prospectuses and any other documents to be published or distributed for the offer, announcement or promotion of the launch of the issue.

§ 3º The Central Bank may suspend or prohibit the distribution of securities or financial values:

a) whose offer, launch, promotion or announcement is being made under conditions different from those contained in the registration of the issue, or with the dissemination of false or manifestly tendentious or inaccurate information;

b) whose issuance has been judged illegal or fraudulent, even if on a date subsequent to the respective registration.

§ 4° The provisions of this article do not apply to negotiable instruments placed on the market with the joint liability of financial institutions.

SECTION IV

Access of companies with foreign capital to the national financial system

Art. 22. In periods of balance of payments disequilibrium, recognized by the National Monetary Council, the Central Bank, when adopting measures to contain credit, may limit access to the country's financial system in the case of companies that have access to the international financial market.

(Revoked by Law No. 14.286 of 2021)

(Effective date)

§ 1° For the purposes of this article, the following are considered to have access to the international financial market:

(Revoked by Law No. 14.286 of 2021)

(Effective date)

a) branches of foreign companies;

(Revoked by Law No. 14.286 of 2021)

(Effective date)

b) companies headquartered in the country whose capital belongs entirely to residents or domiciled abroad;

(Revoked by Law No. 14.286 of 2021)

(Effective date)

c) companies headquartered in the country controlled by persons resident or domiciled abroad.

(Revoked by Law No. 14.286 of 2021)

(Effective date)

§ 2º A company is considered controlled by persons resident or domiciled abroad when these hold directly or indirectly the majority of the capital with voting rights.

(Revoked by Law No. 14.286 of 2021)

(Effective date)

Art. 23. The limit of access to the financial system referred to in art. 22 may not be set at a level lower than:

(Revoked by Law No. 14.286 of 2021)

(Effective date)

a) 150% (one hundred and fifty percent) of the own resources belonging to residents or domiciled abroad;

(Revoked by Law No. 14.286 of 2021)

(Effective date)

b) 250% (two hundred and fifty percent) of the own resources belonging to residents or domiciled in the country.

(Revoked by Law No. 14.286 of 2021)

(Effective date)

§ 1° The limit provided for in this article shall be calculated by the monthly average in each financial year of the company.

(Revoked by Law No. 14.286 of 2021)

(Effective date)

§ 2º For the purposes of this article, own resources comprise:

(Revoked by Law No. 14.286 of 2021)

(Effective date)

a) the capital declared for the branch, or the capital of the company headquartered in the country;

(Revoked by Law No. 14.286 of 2021)

(Effective date)

b) the result of monetary adjustments of fixed assets or of maintaining own working capital;

(Revoked by Law No. 14.286 of 2021)

(Effective date)

c) credit balances from shareholders, parent company or affiliated companies, whenever they do not bear interest and have the nature of additional capital, assessed, in foreign currency, at the exchange rate in force for the amortization of external loans;

(Revoked by Law No. 14.286 of 2021)

(Effective date)

d) reserves and suspended or pending profits.

(Revoked by Law No. 14.286 of 2021)

(Effective date)

§ 3 The reserves referred to in letter d of the previous paragraph comprise those optionally or mandatorily formed with accumulated profits, excluding passive asset regularization accounts, such as depreciation, amortization or depletion, and provisions for any risks, including doubtful accounts and capitalization insurance techniques.

(Repealed by Law No. 14,286, of 2021)

(Effectiveness)

§ 4 The national financial system, for the purposes of this article, comprises the capital market and all financial institutions, public or private, headquartered or authorized to operate in the Country.

(Repealed by Law No. 14,286, of 2021)

(Effectiveness)

§ 5 The company's debt balance in the financial system shall correspond to the sum of all loans from that system, whatever the form of the contract, including opening of credits and issuance or discount, of commercial instruments, negotiable instruments or debentures, not including the following amounts:

(Repealed by Law No. 14,286, of 2021)

(Effectiveness)

a) loans made under the terms of Law No. 2,300, of 23 August 1954;

(Repealed by Law No. 14,286, of 2021)

(Effective)

b) loans in the form of debentures convertible into shares;

(Repealed by Law No. 14,286, of 2021)

(Effective)

c) currency deposits in financial institutions;

(Repealed by Law No. 14,286, of 2021)

(Effective)

d) credits against any domestic public law entities, federal autarchies and mixed-capital companies controlled by the Federal, State or Municipal Governments;

(Repealed by Law No. 14,286, of 2021)

(Effective)

e) advances on foreign exchange sales resulting from exports.

(Repealed by Law No. 14,286, of 2021)

(Effective)

§ 6 The provisions of this article and the following article do not apply to financial institutions, whose limits shall be set in accordance with Law No. 4,595, of 31 December 1964.

(Repealed by Law No. 14,286, of 2021)

(Effective)

Art. 24. Within four months of the end of each fiscal year following the one in which the decision provided for in art. 22 is made, the companies referred to in art. 23 shall submit to the Central Bank a statement showing compliance, in the fiscal year then ended, with the limits on debts in the national financial system.

(Repealed by Law No. 14,286, of 2021)

(Effective)

Sole paragraph. A company that fails to comply, in any fiscal year, with the limit provided for in art. 23 shall be subject to a fine imposed by the Central Bank of up to 30% (thirty percent) of the excess debt in the national financial system, which fine shall be doubled in the event of recidivism.

(Repealed by Law No. 14,286, of 2021)

(Effective)

Art. 25. The Central Bank, when applying the rule provided for in art. 22, shall establish the following conditions:

(Repealed by Law No. 14,286, of 2021)

(Effective)

I - If the monthly average of the company's debts in the national financial system during the previous twelve months has not exceeded the limits provided for in art. 23, those limits shall be mandatory, including for the current fiscal year;

(Repealed by Law No. 14,286, of 2021)

(Effective)

II - if the monthly average of the company's debts in the national financial system during the previous twelve months has exceeded the limits provided for in art. 23, the company shall increase its own resources or progressively reduce the total of its debts in the national financial system, so as to reach the limits of art. 23, within a maximum period of two years, counted from the date of the Central Bank's resolution.

(Repealed by Law No. 14,286, of 2021)

(Effective)

SECTION V

Obligations with a monetary correction clause

Art. 26. Corporations may issue debentures, or bearer or registered endorsable obligations, with a monetary correction clause, provided that the following conditions are observed:

I - maturity of one year or more;

II - correction made in periods of not less than three months, according to the coefficients approved by the National Economic Council for the correction of tax credits;

II - correction made in periods of not less than three months, on bases identical to those applicable to the Readjustable Obligations of the National Treasury;

(Wording given by Decree-Law No. 614, of 1969)

III - subscription by financial institutions specially authorized by the Central Bank, or placement on the capital market with the intermediation of such institutions.

§ 1 The issuance of debentures under the terms of this article shall have as its maximum limit the amount of the company's net equity, determined under the terms set by the National Monetary Council.

§ 2 The National Monetary Council shall issue, for each type of activity, rules concerning:

a) limit on the issuance of debentures, observing the maximum established in the preceding paragraph;

b) technical and economic-financial analysis of the issuing company and of the project to be financed with the proceeds of the issuance, which shall be carried out by the financial institution that subscribes to or places the issuance;

c) minimum coefficients or indices of profitability, solvency or liquidity that the issuing company must satisfy;

d) support of the debentures in the market by the financial institutions participating in the placement.

§ 3 The nominal differences resulting from the correction of the principal of debentures issued under the terms of this article do not constitute taxable income for income tax purposes, nor shall they require payment of additional stamp tax paid on the issuance of the debentures.

§ 4 The financial institutions intermediating the issuance of the debentures referred to in this article shall be assured, while obliged to provide the support provided for in subparagraph d of § 2, the right to appoint a representative as a member of the Fiscal Council of the issuing company, until the final redemption of all obligations issued.

§ 5 The financial institution intermediating the placement represents the debenture holders absent from the debenture holders' meetings.

§ 6 The monetary correction conditions established in item II of this article may be applied to the operations provided for in arts. 5, 15 and 52, § 2, of Law No. 4,380, of 21 August 1964.

Art. 27. Companies with economic purposes may draw, issue or accept bills of exchange or promissory notes whose principal is subject to monetary correction, provided that the following conditions are observed:

I - maturity of one year or more, and within the maximum limit set by the National Monetary Council;

II - correction according to the coefficients approved by the National Economic Council for the correction attributed to Treasury obligations;

III - they are intended for placement on the capital market with the acceptance or co-obligation of financial institutions authorized by the Central Bank.

§ 1 The provisions of art. 26, § 3, apply to the monetary correction of the securities referred to in this article.

§ 2 The bills of exchange and promissory notes referred to in this article shall contain, in their context, the monetary correction clause.

Art. 28. Financial institutions that satisfy the general conditions set by the Central Bank for this type of operation may assure monetary correction for fixed-term deposits of not less than one year and not withdrawable during their entire term.

§ 1 Observing the rules approved by the National Monetary Council, the financial institutions referred to in this article may contract loans with the same correction conditions, provided that:

a) they have a minimum term of one year;

b) the total of the corrected loans does not exceed the amount of the corrected deposits referred to in this article;

c) the total remuneration of the financial institution in these transactions does not exceed the limits set by the National Monetary Council.

§ 2 The deposits and loans referred to in this article may not be corrected beyond the coefficients set by the National Economic Council for the correction of Treasury Obligations.

§ 3 The nominal differences resulting from the correction, under the terms of this article, of the principal of deposits do not constitute taxable income for income tax purposes.

Art. 29. The Central Bank shall be responsible for authorizing the establishment of privately owned investment banks whose operations and operating conditions shall be regulated by the National Monetary Council, providing for:

I - the minimum capital;

II - the prohibition on receiving demand deposits or deposits withdrawable by check;

III - permission to receive time deposits with a term of not less than one year, not withdrawable and with a monetary correction clause for their value;

IV - permission to grant loans with a term of not less than one year, with a monetary correction clause;

V - permission for the administration of the joint funds referred to in Art. 50;

VI - the maximum interest and rates allowed in the operations indicated in items III and VI;

VII - the operating conditions, in general, including required guarantees, maximum amounts and terms.

§ 1 The National Monetary Council shall further establish the rules to be observed by investment banks and relating to:

a) types of active and passive operations, including the conditions for granting guarantees in national or foreign currency;

b) economic-financial and technical analysis of the borrower and of the project to be financed; minimum coefficients or indices of profitability, solvency and liquidity that the borrower must satisfy;

c) conditions for risk diversification.

§ 2 Investment banks shall adopt in their active and passive operations subject to monetary correction the same rules set forth in Art. 28.

§ 3 The banks referred to in this article shall be subject to the discipline set forth in Law No. 4.595 of 31 December 1964 for private financial institutions.

§ 4 Once the requirements established on a general basis by the National Monetary Council are met, the Central Bank shall authorize the transformation into investment banks of financial institutions that carry out operations related to the granting of medium- and long-term credit, on their own account or on behalf of third parties, the subscription for resale and the distribution in the market of securities or marketable securities.

Art. 30. The banks referred to in the preceding article, for deposits with a term exceeding 18 months, may issue in favor of the respective depositors bank deposit certificates, which shall contain:

(Repealed by Law No. 13.986 of 2020)

I - the place and date of issue;

(Repealed by Law No. 13.986 of 2020)

II - the name of the issuing bank and the signatures of its representatives;

(Repealed by Law No. 13.986 of 2020)

III - the designation "bank deposit certificate";

(Repealed by Law No. 13.986 of 2020)

IV - the indication of the amount deposited and the date of its demandability;

(Repealed by Law No. 13.986 of 2020)

V - the name and qualification of the depositor;

(Repealed by Law No. 13.986 of 2020)

VI - the agreed interest rate and the time of its payment;

(Repealed by Law No. 13.986 of 2020)

VII - the place of payment of the deposit and interest;

(Repealed by Law No. 13.986 of 2020)

VIII - the monetary correction clause, if applicable.

(Repealed by Law No. 13.986 of 2020)

§ 1 The bank deposit certificate is a promise to pay to order the amount of the deposit, plus the amount of the correction and the agreed interest.

(Repealed by Law No. 13.986 of 2020)

§ 2 Bank deposit certificates may be transferred by endorsement dated and signed by their holder, or by a special attorney, with the indication of the name and qualification of the endorsee.

§ 2 Bank deposit certificates may be transferred by blank endorsement, dated and signed by their holder, or by a special attorney.

(Text given by Decree-Law 1.338 of 23.7.1974)

(Repealed by Law No. 13.986 of 2020)

§ 3 Once the bank deposit certificate is issued by the Bank, the credit against the issuing Bank, for principal and interest, may not be subject to attachment, arrest, sequestration, search or seizure, or any other impediment that prevents the payment of the deposited amount and its interest, but the deposit certificate may be pledged for an obligation of its holder.

(Repealed by Law No. 13.986 of 2020)

§ 4 The endorser of the bank deposit certificate is liable for the existence of the credit, but not for its payment.

(Repealed by Law No. 13.986 of 2020)

§ 5 The legal provisions relating to the promissory note shall apply to the bank deposit certificate, where applicable.

(Repealed by Law No. 13.986 of 2020)

§ 6 The payment of interest relating to deposits for which the certificate provided for in this article has been issued may only be made by means of an annotation on the certificate itself and a receipt from its holder at the time of payment of the interest.

(Repealed by Law No. 13.986 of 2020)

§ 7 The deposits provided for in this article may not be extended, but may, upon their maturity, be renewed, by mutual agreement, through a new contract and for a term of not less than one year.

(Repealed by Law No. 13.986 of 2020)

Art. 31. The banks referred to in art. 29, when previously authorized by the Central Bank and under the conditions established by the National Monetary Council, may issue "certificates of deposit in guarantee", relating to preferred shares, bonds, debentures or exchange securities issued by companies interested in trading them in foreign markets, or in the Country.

§ 1 The securities deposited under these conditions shall remain in custody at the establishment issuing the certificate until the return thereof.

§ 2 The certificate may be split for the convenience of its owner.

§ 3 The capital, entering from abroad in the form of this article, shall be registered with the Central Bank, upon proof of the effective negotiation of the foreign exchange in the Country.

(Revoked by Law No. 14,286, of 2021)

(Effectiveness)

§ 4 The issuance of "certificates of deposit in guarantee" and respective registrations, or annotations, are not subject to the stamp tax.

SECTION VI

Endorsable shares and bonds

Art. 32. The shares of corporations, in addition to the registered and bearer forms, may be endorsable.

§ 1 Corporations, in addition to the "Register Book of Registered Shares" shall have the "Register Book of Endorsable Shares".

§ 2 In the register book of endorsable shares shall be recorded the ownership of the endorsable shares and annotated the transfers of ownership and the rights constituted over them.

§ 3 The records referred to in this article may be kept in books or in copying journals, in which the acts subject to registration shall be copied chronologically.

Art. 33. The certificate of endorsable share shall contain, in addition to the other requirements of the Law:

I - the declaration of its transferability by endorsement;

II - the name and qualification of the owner of the share registered in the "Register Book of Endorsable Shares";

III - if the share is not fully paid up, the shareholder's debt and the time and place of its payment, in accordance with the bylaws or the conditions of the subscription.

Art. 34. The transfer of endorsable shares occurs:

I - by the annotation of the acquirer's name in the register book and on the certificate itself made by the issuing company or by the issuance of a new certificate in the name of the acquirer;

II - in the case of a fully paid-up share, by endorsement on the certificate itself, dated and signed by the owner of the share, or by a special attorney, with the indication of the name and qualification of the endorsee;

III - in the case of a share not fully paid up, by endorsement under the conditions of the previous item and signature of the endorsee on the certificate itself.

§ 1 The one who requests annotation of the endorsable share in favor of a third party, or the issuance of a new certificate in the name of a third party, must prove before the issuing company his identity and the power to dispose of the share.

§ 2 The acquirer who requests the annotation of the transfer or the issuance of a new certificate in his name must present to the issuing company the instrument of acquisition, which shall be filed by it.

§ 3 If the share is not fully paid up, the company shall only proceed with the annotation of the transfer to a third party, or the issuance of a new certificate in the name of a third party, if the acquirer signs the annotated or cancelled certificate.

§ 4 The transfer by endorsement shall not be effective before the issuing company, until the annotation is made in the register book and on the certificate itself, but the endorsee who demonstrates being the holder of the title, based on a continuous series of endorsements, has the right to obtain the annotation of the transfer or the issuance of a new certificate in his name, or in the name he indicates.

§ 5 The acquirer of the share not fully paid up is responsible for its payment.

§ 6 Those who transfer an endorsable share before its full payment shall be subsidiarily responsible for the payment due to the company, if the company cannot receive its credit in an enforcement action against the owner of the share, or through the sale of the share.

§ 7 Corporations shall complete, within fifteen days of the request of the shareholder or interested party, the acts of registration, annotation, conversion or transfer of shares.

§ 8 The failure to comply with the provisions of the previous paragraph shall authorize the shareholder to demand indemnification corresponding to one percent on the nominal value of the shares subject to the request for registration, annotation or transfer.

§ 9 If the bylaws admit more than one form of share, it may not limit the convertibility of one form into another, except for the charge of the cost of replacing the certificates.

§ 10. Companies whose shares are admitted to quotation on the Stock Exchanges shall make available to shareholders, within a maximum period of 60 (sixty) days from the filing of the minutes of the General Meeting, the shares corresponding to the capital increase through incorporation of reserves, monetary correction or full subscription.

§ 10. Companies whose shares are admitted to quotation on the Stock Exchanges shall make available to shareholders, within a maximum period of 60 days, from the date of publication of the Minutes of the General Meeting, the dividends and cash bonuses distributed, as well as the shares corresponding to the capital increase through incorporation of reserves and monetary correction.

(Text given by Law No. 5,589, of 1970)

§ 11. Corporations are obliged to communicate, to the Exchanges on which their securities are traded, the temporary suspension of transfer of shares in the competent book, with 15 (fifteen) days' notice, accepting the registration of transfers presented to them with an earlier date.

§ 12. Corporations are granted the right to suspend the services of conversion, transfer and splitting of shares, to comply with determinations of the general meeting, but they may not do so for more than 90 (ninety) interspersed days during the year, nor for more than 15 (fifteen) consecutive days.

Art. 35. Rights constituted over endorsable shares only produce effects before the issuing company and third parties after their constitution has been recorded in the registry book.

Sole paragraph. Endorsable shares may, however, be given in pledge or security by means of an endorsement with the express indication of that purpose, and, at the request of the pledge creditor or the owner of the share, the issuing company shall record the pledge in the "Registry Book".

Art. 36. The issuing company shall verify, at the time of recording or issuing the new certificate, the regularity of transfers and of rights constituted over the share.

§ 1. Doubts raised between the issuing company and the holder of the share or any interested party, regarding the issuances or recordings provided for in the preceding articles, shall be settled by the judge competent to resolve doubts raised by public registry officers, except for questions pertaining to the substance of the right.

§ 2. The authenticity of the endorsement may not be questioned by the company issuing the share when attested by a brokerage firm that is a member of a Stock Exchange, acknowledged by a notary public office, or guaranteed by a banking establishment.

§ 3. In transfers made by an attorney or legal representative of the transferor, the issuing company shall verify the regularity of the representation and shall file the respective instrument.

Art. 37. In the event of loss or misplacement of the certificate of endorsable shares, the respective holder, or their successors, may bring the recovery action provided for in arts. 336 and 341 of the Code of Civil Procedure, to obtain the issuance of a new certificate in replacement of the lost one.

Sole paragraph. Until the certificates are recovered or replaced, transfers shall be recorded conditionally and the issuing company may require from the holder or transferee, for the payment of dividends, a guarantee of their eventual restitution, by means of a suitable surety.

Art. 38. The corporation may only pay dividends, cash bonuses, amortizations, reimbursement or redemption on endorsable shares against a receipt from the person registered as owner of the share in the registry book of endorsable shares, or by means of a nominative check in favor of that person.

§ 1. If the share has been transferred since the time of the last payment of dividend, bonus or amortization, the transfer must mandatorily be recorded in the registry book and on the share certificate before the new payment.

§ 2. The receipt for dividend, bonus, amortization, reimbursement or redemption may be signed by a Stock Exchange brokerage firm, or financial institution that has the security in custody, deposit or pledge, and that certifies that it continues to be owned by the person in whose name it is registered or recorded in the registry book of endorsable shares.

Art. 39. The certificate, share or respective coupon shall contain the signature of a director or of an attorney specially designated by the Board of Directors for that purpose.

§ 1. The corporation may appoint a financial institution, or a brokerage firm that is a member of a Stock Exchange, as agent for the performance of acts relating to the registration and recording of transfer of endorsable shares and the constitution of rights over them.

§ 2. The agents referred to in the preceding paragraph may replace the signature on shares, debentures or any other negotiable securities with their authentication on special machines for fiduciary securities, according to models approved by the Central Bank.

(Repealed by Law No. 5,589, of 1970)

Art. 40. Debentures or bonds issued by corporations may be bearer or endorsable.

Sole paragraph. Companies that issue registered endorsable bonds shall maintain a "Registry Book of Endorsable Bonds", to which the provisions relating to the books of endorsable shares of corporations shall apply, insofar as applicable.

Art. 41. The provisions of § 3 of art. 32 and of arts. 33 to 37 and 39 apply to endorsable bonds.

Art. 42. Corporations may only pay interest, amortization or redemption of endorsable bonds against a receipt from the person registered as owner of the respective security in the registry book of endorsable bonds, or by means of a nominative check in favor of that person.

§ 1. If the bond has been transferred since the time of the last payment of interest or amortizations, the transfer must mandatorily be recorded in the registry book and on the certificate before the new payment.

§ 2. The provisions of art. 38, § 2 apply to endorsable bonds.

Art. 43. The stamp tax does not apply to transactions of transfer, promise of transfer, option, or constitution of rights over shares, endorsable bonds, quotas of condominium funds, and respective contracts, registrations or recordings.

SECTION VII

Debentures convertible into shares

Art. 44. Corporations may issue debentures or bonds, assuring the respective holders the right to convert them into shares of the capital of the issuing company.

§ 1. The minutes of the general meeting, which shall have the force of a deed authorizing the issue of bearer debentures or bonds, shall mandatorily state the conditions for conversion into shares relating to:

a) term or times for exercise of the right to conversion;

b) bases of conversion, with regard to the number of shares to be issued per debentures or endorsable bonds or between the value of the principal of the debentures and the shares into which they are converted.

§ 2. The conversion conditions shall also appear on the certificates or coupons of the debentures.

§ 3. The conditions of the issue of debentures or bonds convertible into shares shall be approved by the shareholders' meeting, observing the quorum provided for in arts. 94 and 104 of Decree-Law No. 2,627, of 26 September 1940.

§ 4 The conversion of debentures or bonds into shares, under the conditions of the issue approved by the general meeting, shall not require a new shareholders' meeting and shall be carried out by the company's Board of Directors, upon settlement of the obligation and the written request of its holder, in the case of endorsable bonds, or by delivery of the debenture certificate, in the case of bearer bonds.

§ 5 Within 30 (thirty) days of each capital increase carried out under the terms of the previous paragraph, the company's Board of Directors shall register it by application to the Commercial Registry.

§ 6 The shareholders of the joint-stock company with subscribed capital shall have preference for the acquisition of debentures and bonds convertible into shares, under the terms of art. 111 of Decree-Law No. 2.627 of 26 September 1940.

§ 7 In corporations with authorized capital, the shareholders' preference for the acquisition of debentures and bonds convertible into shares shall follow the same rules of preference for subscription of authorized capital issues.

§ 8 The right to subscribe capital may be traded or transferred separately from the convertible debenture, provided that it is the subject of a detachable coupon or its transfer is recorded by the issuing company, on the certificate itself and in the register book, if applicable.

§ 9 The stamp duty does not apply to the conversion of debentures or bonds into shares and, therefore, to the capital increase by incorporation of the respective amounts.

SECTION VIII

Corporations with authorized capital

Art. 45. Corporations whose shares are registered or endorsable may be incorporated with subscribed capital less than that authorized by the bylaws.

§ 1 The companies referred to in this article may also increase their authorized capital, regardless of subscription, or with immediate subscription of only part of the increase.

§ 2 In all publications and documents in which it declares its capital, the company with authorized capital must indicate the amount of its subscribed and paid-in capital.

§ 3 The issuance of shares within the limits of the authorized capital does not entail modification of the bylaws.

§ 4 Within 30 (thirty) days of each issuance of shares of the authorized capital, the company's Board of Directors shall register the increase in subscribed capital by application to the Commercial Registry.

§ 5 In the subscription of shares of a company with authorized capital, the minimum initial payment shall be set by the National Monetary Council, and the corresponding amounts may be received by the company, regardless of bank deposit.

§ 6 The companies referred to in this article may not issue shares (vetoed) of enjoyment or usufruct, or beneficiary parts.

Art. 46. The bylaws of a company with authorized capital shall mandatorily regulate:

I - the issuance and placement of shares with prior approval of the general meeting or by resolution of the Board of Directors;

II - the conditions of subscription and payment to be observed by the general meeting or the Board of Directors, in the issuance and placement of shares of authorized capital;

III - the issuance and placement of shares, with or without preference for the company's shareholders, and the conditions for exercising the right of preference, when applicable.

§ 1 Shares of authorized capital may not be placed at a value lower than par.

§ 2 Unless expressly provided in the bylaws, the issuance of shares for payment in goods or credits shall depend on prior approval by the general meeting.

§ 3 Neither the bylaws nor the general meeting may deny the shareholders' preference for subscription of issued shares intended for placement:

a) at a value lower than their stock exchange quotation, if the company's shares are tradable on stock exchanges; or

b) at a value lower than the net equity, if the company's shares are not quoted on stock exchanges.

§ 4 When the issuance of shares is carried out by resolution of the Board of Directors, prior consultation with the Fiscal Council shall be mandatory.

Art. 47. Corporations with authorized capital may only acquire their own shares through the application of accumulated profits or surplus capital, and without reduction of subscribed capital, or by donation.

§ 1 The company's outstanding capital corresponds to the subscribed capital minus the shares acquired and held in treasury.

§ 2 Shares held in treasury by the company shall not have voting rights until they are again placed on the market.

Art. 48. Under the conditions provided in the bylaws, or approved by the general meeting, the company may grant options for future subscription of shares of the authorized capital.

SECTION IX

Investment companies and funds

Art. 49. The operation of investment companies having as their object depends on prior authorization from the Central Bank: (See Decree-Law No. 1.338 of 1974)

(See Decree-Law No. 2.469 of 1988)

(See Provisional Measure No. 1.184 of 2023)

(Production of effects)

(Repealed by Law No. 14.754 of 2023)

Production of effect

I - the application of capital in a diversified portfolio of securities or;

II - the administration of funds in condominium or of third parties, for application under the terms of the previous item.

§ 1 The National Monetary Council shall be responsible for setting the rules to be observed by the companies referred to in this article, and relating to:

a) minimum diversification of the portfolio according to companies, groups of associated companies, and type of activity;

b) maximum limits of application in credit instruments;

c) conditions for reimbursement or acquisition of their shares by the investment companies, or for redemption of the participation quotas of the condominium fund;

d) rules and practices in the administration of the securities portfolio and maximum limits of administration costs.

§ 2 Investment companies shall always have the corporate form, and their shares shall be registered or endorsable.

§ 3º It is incumbent upon the Central Bank, in accordance with the rules established by the National Monetary Council, to supervise investment companies and the funds administered by them.

§ 4º Amendments to the articles of association and the appointment of administrators of investment companies shall require prior approval from the Central Bank.

Art. 50. Funds in condominiums of securities or marketable securities may convert into corporations with authorized capital, referred to in Section VIII, with the acts related to the transformation being exempt from tax charges.

(See Decree-Law No. 1.338, of 1974)

(See Decree-Law No. 1.980, of 1982) (See Decree-Law No. 2.072, of 1983)

(See Decree-Law No. 2.285, of 1986)

(See Decree-Law No. 2.469, of 1988)

(See Provisional Measure No. 1.184, of 2023)

(Production of effects)

(Revoked by Law No. 14.754, of 2023)

Production of effect

§ 1 The administration of the investment portfolio of the funds referred to in this article shall always be contracted with an investment company, in compliance with the general rules to be established by the National Monetary Council.

§ 2 Annually, the administrators of the condominium funds shall hold a general meeting of the condominium owners, for the purpose of reviewing the administrators' accounts and deliberating on the balance sheet presented by them.

§ 3 The funds in condominium shall be required to undergo an audit performed by an independent auditor registered with the Central Bank.

§ 4 The quotas of Mutual Investment Funds constituted as condominiums may be issued in nominative, endorsable form (vetoed).

§ 4 The quotas of Mutual Investment Funds constituted as condominiums, subject to the conditions established by the National Monetary Council, may be issued in nominative, endorsable or bearer form, and may take book-entry form.

(Wording given by Decree No. 2.287, 23.7.1986)

§ 5 (Vetoed).

§ 6 (Vetoed).

§ 7 (Vetoed).

SECTION X

Bank Checking Accounts

Art. 51. Banks and banking houses that return to their depositors the checks drawn by them, after they have been cleared, may provide proof of the movement of the respective deposit accounts by means of a photographic or microphotographic copy of the returned checks, provided that they maintain this service in accordance with the security standards approved by the Central Bank.

Art. 52. The endorsement on a nominative check, paid by the bank against which it was drawn, proves receipt of the respective amount by the person in whose favor it was issued, and by subsequent endorsers.

Sole paragraph. If the check indicates the note, invoice, account, bill of exchange, tax assessed or declared to whose payment it is destined, or another cause of its issuance, the endorsement of the check by the person in whose favor it was issued and its settlement by the drawee bank prove payment of the obligation indicated in the check.

SECTION XI

Taxation of income from credit instruments and shares

Art. 53. The discount granted on the sale, or placement on the market by a legal entity to a natural person, of debentures or bearer bonds, bills of exchange or any other credit instruments is subject to withholding income tax at the rate of 15% (fifteen percent).

§ 1 Discount is considered the difference for less between the nominal value of the instrument and its sale or placement price on the market.

§ 2 In the circulation of the instruments referred to in this article, the tax shall not be withheld at source on discounts granted between legal entities, but the first legal entity that sells or resells the instrument to a natural person must:

a) withhold the tax provided for in this article, calculated on the discount referred to the nominal value of the instrument;

b) require identification of the purchaser and the receipt corresponding to the discount;

c) declare on the instrument itself the withholding of the tax under the terms of item a, and the amount of the discount on which it was levied;

d) provide the beneficiary of the discount with a statement of the tax withholding, which must include the identification of the instrument and the dates of its negotiation and maturity.

§ 3 Instruments bearing the notation of withholding of the tax provided for in § 2, item c, of this article may circulate between legal entities and natural persons without a new incidence of the tax, unless a legal entity resells it to a natural person at a discount greater than that which served as the basis for the incidence of the tax paid, in which case the tax shall be levied on the difference between the new discount and the one already taxed, observing the provisions of § 2.

§ 4 The discount received by natural persons in the acquisition of the bonds or exchange instruments referred to in this article shall be mandatorily included by the beneficiary in their annual income tax return, classified as interest, with the tax withheld at source being offset against the tax due, in accordance with the annual income tax return.

§ 5 If the period between the acquisition and maturity of the instrument was greater than 12 (twelve) months, the natural person beneficiary of the first discount may deduct from the respective gross income, in their annual income tax return, the amount corresponding to the monetary correction of the capital invested in the bond or bill of exchange, observing the following rules:

a) the correction shall be made between the dates of acquisition and settlement of the instrument, according to the monetary correction coefficients established by the National Economic Council, for the correction of Treasury Bonds;

b) the date and value of acquisition shall be proven through the tax withholding statement (§ 2, item d) attached to the return.

§ 6 The profits obtained by legal entities in the acquisition and resale, or settlement of bonds and exchange instruments, shall be included in their respective taxable income without offsetting the withholding tax referred to in this article, if it has been paid, and with the deduction of the monetary correction in the cases and under the terms provided for in § 5.

§ 7 For the purpose of the annual income tax return, the income from the instruments referred to in § 5 is considered received in the year of their settlement.

§ 8 The provisions of this article shall enter into force on 1 January 1967, when the provisions in force relating to the taxation of discount, including the option for non-identification of the respective beneficiary, shall be revoked; except in relation to the provisions of §§ 5 and 7, which shall be applicable from the publication of this Law, in the cases in which the beneficiary of the discount opts for its identification.

Art. 54. Interest on bearer debentures or bonds and the remuneration of beneficiaries' shares are subject to withholding income tax:

I - at the rate of 15% (fifteen percent), in the case of identification of the beneficiary under the terms of art. 3 of Law No. 4,154 of 28 November 1962;

II - at the rate of 60% (sixty percent), if the beneficiary opts for non-identification.

Sole paragraph. In the case of item I of this article, the tax withheld at source shall be offset against the tax due based on the annual income return, in which the interest received shall be mandatorily included.

Art. 55. The withholding income tax referred to in art. 18 of Law No. 4,357 of 18 July 1964, on income from bearer shares, when the beneficiary is not identified, is reduced to 25% (twenty-five percent) in the case of a publicly held corporation as defined under the terms of art. 59 of this Law, and to 40% (forty percent) for other companies.

§ 1 Income tax shall not be withheld at source on income distributed by publicly held corporations to their shareholders holding registered, endorsable or bearer shares, if they opt for identification, nor on interest from federal, state or municipal public debt securities subscribed voluntarily.

§ 2 For the purpose of determining their net income subject to income tax, individuals may deduct from gross income:

(Revoked by Del 1,338 of 23.7.1974)

I - up to Cr$ 600,000 (six hundred thousand cruzeiros) annually of dividends, cash bonuses or other interests distributed by publicly held corporations to their registered, endorsable or bearer shares, if the beneficiary identifies himself;

(Revoked by Del 1,338 of 23.7.1974)

II - up to Cr$ 200,000 (two hundred thousand cruzeiros) annually of interest received from federal, state and municipal public debt securities subscribed voluntarily;

(Revoked by Del 1,338 of 23.7.1974)

III - up to Cr$ 200,000 (two hundred thousand cruzeiros) annually of income distributed by the joint funds and investment companies referred to in Section IX.

(Revoked by Del 1,338 of 23.7.1974)

§ 3 The total amount deductible from gross income by individuals covered by items I and III of the preceding paragraph may not exceed Cr$ 600,000 (six hundred thousand cruzeiros).

(Revoked by Del 1,338 of 23.7.1974)

Art. 56. For the purpose of determining net income subject to income tax, individuals may deduct from their gross income:

(Revoked by Del 1,338 of 23.7.1974)

I - 30% (thirty percent) of the amounts effectively paid for the voluntary subscription of National Treasury bonds, Public Debt Securities issued by States and Municipalities and registered or registered endorsable shares of publicly held corporations;

(See Decree-Law No. 1,089 of 1970)

(Revoked by Del 1,338 of 23.7.1974)

II - 15% (fifteen percent) of the amounts effectively paid for the acquisition of quotas or participation certificates of joint funds, or shares of investment companies referred to in Section IX.

(Revoked by Del 1,338 of 23.7.1974)

§ 1 If, before 2 (two) years have elapsed from the acquisition, the individual disposes of the public bonds and securities, participation quotas in joint funds, shares of investment companies or publicly held corporations, he must include, among the income of the year of disposal, the amount he has deducted under the terms of this article, in relation to the bonds, quotas or shares disposed of.

(See Decree-Law No. 1,089 of 1970)

(Revoked by Del 1,338 of 23.7.1974)

§ 2 (Vetoed).

Art. 57. The investment companies referred to in art. 49, whose exclusive purpose is the investment of their capital in a diversified portfolio of securities or marketable securities, and the joint funds referred to in Section IX, are not income tax taxpayers, provided that they distribute annually the income earned.

(Revoked by Del 1,338 of 23.7.1974)

Art. 58. In the issuance of shares at a premium by companies with subscribed or authorized capital, the amounts received from subscribers in excess of the nominal value of the shares constitute surplus capital; they shall not be taxed as income of the legal entity.

Art. 58. In the issuance of shares, the amounts received from subscribers as a premium shall not be considered taxable income of the legal entity, constituting mandatorily a specific reserve, until they are incorporated into the company's capital.

(Wording given by Law No. 4,862 of 14.7.1965)

§ 1 The capital increases of legal entities through the use of amounts received as a premium shall not be subject to new taxation in the individual's return, or at source, when carried out, under the terms of this article, by companies of which the said individuals are shareholders, as well as the new shares distributed by virtue of such capital increases.

(Paragraph included by Law No. 4,862 of 14.7.1965)

§ 2 The amounts relating to capital increases of legal entities, through the use of increases in asset value arising from capital increases carried out under the terms of this article by companies of which they are shareholders, shall not be subject to new taxation.

(Paragraph included by Law No. 4,862 of 14.7.1965)

Art. 59. The National Monetary Council shall periodically establish the conditions under which, for legal purposes, a corporation is considered publicly held.

§ 1 The resolution of the National Monetary Council increasing the requirements for the classification of publicly held companies shall only enter into force in the fiscal year beginning at least six months after the date on which the resolution is published.

§ 2 For the purpose of calculating the minimum percentage of capital with voting rights, represented by shares effectively listed on the Stock Exchanges, the National Monetary Council shall take into account the shareholding of the Union, the States, the Municipalities, the autarchies, as well as educational and social assistance institutions, foundations and religious orders of any faith.

SECTION XII

On the disposal of shares of mixed-capital companies

Art. 60. The Executive Branch may promote the disposal of shares owned by the Union, representing the capital of mixed-capital companies and their subsidiaries, maintaining at least 51% (fifty-one percent) of the shares of the companies in which (vetoed) it must ensure state control.

Art. 60. The Executive Branch may promote the disposal of shares owned by the Union representing the share capital of mixed-capital corporations, maintaining at least 51% (fifty-one percent) of the shares with voting rights of the companies in which it must ensure state control.

(Text given by Law No. 5.710, of 07.10.1971 )

Sole paragraph. Petróleo Brasileiro S.A. - PETROBRÁS is excluded from the provisions of this article.

Sole paragraph. The transfers of shares owned by the Union, representing the share capital of Petróleo Brasileiro S.A. - PETROBRÁS - and its subsidiaries in national territory, shall be governed by the provisions of article 11 of Law No. 2.004, of 3 October 1953 .

(Text given by Law No. 5.710, of 07.10.1971 )

Art. 61. The National Monetary Council shall set the participation of the Union in the different companies referred to in the previous article, after hearing the National Security Council in cases within its competence and in that of companies whose state control is determined by special law, and shall establish the rules to be observed for the disposal, respecting the following conditions:

I - the disposal shall be preceded by the revaluation of the assets of the companies, carried out in compliance with the legislation in force, and they shall be exempt from the payment of income tax due on the portion of the revaluation proportional to the Union's participation in their share capital;

II - the shares shall be traded through the distribution system established in art. 5 of this Law, with the participation of the Central Bank, in the form of item IV of art. 11 of Law No. 4.595, of 31 December 1964 ;

III - receipts of credits of taxpayers relating to the additional and compulsory loans linked to Income Tax may be accepted as payment of 60% (sixty percent) of the price of the shares, except those intended for the compulsory subscription of Readjustable National Treasury Bonds.

Art 61 - The National Monetary Council shall set the participation of the Union in the different companies referred to in the previous article, after hearing the National Security Council, in cases within its competence and in that of companies whose state control is determined by special Law.

(Text given by Law No. 5.710, of 07.10.1971

§ 1 The shares dealt with in this article and the previous one shall be traded through the distribution system established in article 5 of this Law, with the participation of the Central Bank of Brazil, in the form of

Item IV of article 11 of Law No. 4.595, of 31 December 1964 . (Text given by Law No. 5.710, of 07.10.1971

§ 2 The Executive Branch, through the Ministry of Finance, may keep at the Central Bank of Brazil, in a special deposit account, the resources originating from the disposal of shares owned by the Union, representing the share capital of companies referred to in article 60. (Text given by Law No. 5.710, of 07.10.1971

SECTION XIII

On Real Estate Companies

Art. 62. Companies whose purpose is the purchase and sale of constructed or under-construction real estate, the construction and sale of housing units, the incorporation of buildings or a set of buildings in condominium and the sale of subdivided and constructed land or with contracted construction, when taking the corporate form of a corporation, may have their capital divided into registered shares or registered endorsable shares. (See Law 6.404, of 1976)

Art. 63. In the disposal, promise of disposal or transfer of the right to acquire real estate, when the acquirer is a company whose purpose is any of the activities referred to in the previous article, the natural person who disposes of or promises to dispose of the real estate, assigns or promises to assign the right to its acquisition, shall be subject to the tax on real estate profit, at the rate of 5% (five percent).

§ 1 In the cases provided for in this article, the taxpayer may opt for the subscription of Treasury Bonds, under the terms of art. 3, § 8, of Law No. 4.357, of 16 July 1964 .

§ 2 In the cases provided for in this article, if the acquiring company at any time disposes of the land or transfers the right to its acquisition without constructing it or without the simultaneous contracting of its construction, it shall be liable for the difference in the tax of the natural person, between the normal rates and that provided for in this article, which difference shall be updated under the terms of art. 7 of Law No. 4.357, of 16 July 1964 .

Art. 64. Companies whose purpose is any of the activities referred to in art. 62 may adjust, under the terms of art. 3 of Law No. 4.357, of 16 July 1964 , the cost of the land and construction subject to their transactions.

§ 1º For the purpose of determining the profit earned by the companies mentioned in this article, the cost of the land and of the construction may be updated, in each transaction, based on the coefficients referred to in art. 7, § 1, of Law no. 4.357, of 16 July 1964, and the nominal differences resulting from such updating shall have the same tax treatment provided in the law for the result of the corrections referred to in art. 3 of the aforementioned law (vetoed).

§ 2º In installment transactions, of the companies referred to in this article, the determination of profit shall comply with the provisions of the preceding paragraph until the end of payment.

Art. 65. On the proposal of the National Housing Bank, the National Monetary Council may authorize the issuance of Real Estate Letters, with a term exceeding one year.

Sole paragraph. The National Housing Bank shall regulate, adapting them to the provisions of this Law, the conditions and characteristics of the Real Estate Letters provided for in art. 44 of Law no. 4.380, of 21 August 1964.

SECTION XIV

Fiduciary Transfer of Ownership as Security

Art. 66. In obligations secured by fiduciary transfer of ownership of movable property, the creditor has ownership of the transferred thing until the liquidation of the secured debt.

§ 1º The fiduciary transfer of ownership as security is proven only in writing, and its instrument, public or private, whatever its value, a copy of which shall be filed with the registry of titles and documents, under penalty of being invalid against third parties, shall contain the following:

a) the total amount of the debt or its estimate;

b) the term or time of payment;

c) the interest rate, if any;

d) the description of the thing subject to the transfer and the elements indispensable to its identification.

§ 2º The instrument of fiduciary transfer transfers ownership of the transferred thing, regardless of its delivery, and the debtor continues to possess it in the name of the acquirer, according to the conditions of the contract, and with the responsibilities of a depositary.

§ 3º If, on the date of the instrument of fiduciary transfer, the debtor does not yet have possession of the transferred thing, ownership thereof shall transfer to the acquirer when the debtor takes possession of it.

§ 4º If the thing transferred as security is not identified by numbers, marks and signs indicated in the instrument of fiduciary transfer, the fiduciary owner bears the burden of proof, against third parties, of the identity of the goods under its ownership that are in the possession of the debtor.

§ 5º In the event of non-performance of the secured obligation, the owner may sell the thing to third parties and apply the sale price to the payment of its credit and the expenses arising from collection, delivering to the debtor any balance determined, if any.

§ 6º If the sale price is insufficient to pay the credit of the fiduciary owner and expenses, as provided in the preceding paragraph, the debtor shall remain personally obligated to pay the outstanding balance determined.

§ 7º Any clause authorizing the fiduciary owner to keep the thing transferred as security, if the debt is not paid at its maturity, is null and void.

§ 8º The fiduciary owner, or the one who buys the thing, may reclaim it from the debtor or from third parties, in the case of § 5 of this article.

§ 9º The provisions of

articles 758,

762,

763 and

802 of the Civil Code apply to the fiduciary transfer as security, where applicable.

§ 10. The debtor who transfers, or gives as security to third parties, a thing that it had already transferred fiduciarily as security, shall be subject to the penalty provided in

art. 171, § 2, item I, of the Penal Code.

Art. 66. The fiduciary transfer as security transfers to the creditor the resolvable ownership and indirect possession of the transferred movable thing, regardless of the effective delivery of the asset, and the transferor or debtor becomes direct possessor and depositary with all the responsibilities and charges incumbent upon it in accordance with civil and criminal law. (Text as amended by Decree no. 911, of 1 October 1969)

(Repealed by Law 10.931, of 2004)

§ 1º The fiduciary transfer is proven only in writing and its instrument, public or private, whatever its value, shall be mandatorily filed, by copy or microfilm, with the Registry of Titles and Documents of the creditor's domicile, under penalty of being invalid against third parties, and shall contain, in addition to other data, the following: (Text as amended by Decree no. 911, of 1 October 1969)

(Repealed by Law 10.931, of 2004)

a) the total amount of the debt or its estimate;

b) the place and date of payment;

c) the interest rate, the commissions whose collection is permitted and, eventually, the penalty clause and the stipulation of monetary correction, with indication of the applicable indices;

d) the description of the asset subject to the fiduciary transfer and the elements indispensable to its identification.

§ 2º If, on the date of the instrument of fiduciary transfer, the debtor is not yet the owner of the thing subject to the contract, the fiduciary ownership thereof shall transfer to the creditor at the moment of acquisition of the property by the debtor, regardless of any subsequent formality. (Text as amended by Decree no. 911, of 1 October 1969)

(Repealed by Law 10.931, of 2004)

§ 3º If the thing transferred as security is not identified by numbers, marks and signs indicated in the instrument of fiduciary transfer, the fiduciary owner bears the burden of proof, against third parties, of the identity of the goods under its ownership that are in the possession of the debtor. (Text as amended by Decree no. 911, of 1 October 1969)

(Repealed by Law 10.931, of 2004)

§ 4º In the event of non-performance of the secured obligation, the fiduciary owner may sell the thing to third parties and apply the sale price to the payment of its credit and the expenses arising from collection, delivering to the debtor any balance determined, if any. (Text as amended by Decree no. 911, of 1 October 1969)

(Repealed by Law 10.931, of 2004)

§ 5º If the sale price of the thing is insufficient to pay the credit of the fiduciary owner and expenses, as provided in the preceding paragraph, the debtor shall remain personally obligated to pay the outstanding balance determined. (Text as amended by Decree no. 911, of 1 October 1969)

(Repealed by Law 10.931, of 2004)

§ 6 The clause that authorizes the fiduciary owner to keep the thing alienated as security, if the debt is not paid at its maturity, is null and void. (Text given by Decree No. 911, of 1 October 1969)

(Repealed by Law 10.931, of 2004)

§ 7 The provisions of

articles 758,

762,

763 and

802 of the Civil Code apply to fiduciary alienation as security, where applicable. (Text given by Decree No. 911, of 1 October 1969)

(Repealed by Law 10.931, of 2004)

§ 8 The debtor who alienates, or gives as security to third parties, a thing that he had already alienated in fiduciary security, shall be subject to the penalty provided for in art. 171, § 2, item I, of the Penal Code. (Text given by Decree No. 911, of 1 October 1969)

(Repealed by Law 10.931, of 2004)

§ 9 The provisions of

article 1279 of the Civil Code do not apply to fiduciary alienation. (Text given by Decree No. 911, of 1 October 1969)

(Repealed by Law 10.931, of 2004)

§ 10. The fiduciary alienation as security of a motor vehicle shall, for evidentiary purposes, be recorded in the Registration certificate referred to in article 52 of the National Traffic Code. (Text given by Decree No. 911, of 1 October 1969)

(Repealed by Law 10.931, of 2004)

Art. 66-A. The provisions of art. 66 apply to fiduciary alienation as security of a fungible thing or of a right, and the following: (Included by Provisional Measure No. 2.160-25, of 2001)

(Repealed by Law 10.931, of 2004)

I - unless otherwise provided, the fiduciary alienation as security of a fungible thing or of a right shall transfer to the fiduciary creditor the direct and indirect possession of the asset alienated as security; (Included by Provisional Measure No. 2.160-25, of 2001)

(Repealed by Law 10.931, of 2004)

II - the fiduciary alienation as security of a fungible thing or of a right shall be valid against third parties: (Included by Provisional Measure No. 2.160-25, of 2001)

(Repealed by Law 10.931, of 2004)

a) in the case of movable property and bearer securities, from the delivery; (Included by Provisional Measure No. 2.160-25, of 2001)

(Repealed by Law 10.931, of 2004)

b) in the case of movable property subject to registration, registered securities and shares, from the registration, annotation or record, in the legal form; (Included by Provisional Measure No. 2.160-25, of 2001)

(Repealed by Law 10.931, of 2004)

c) in the case of credits, from the notification to the debtor. (Included by Provisional Measure No. 2.160-25, of 2001)

(Repealed by Law 10.931, of 2004)

§ 1 In the event of non-performance or default of the guaranteed obligation, the fiduciary may sell the asset to third parties, regardless of auction, public sale, or any other judicial or extrajudicial measure, unless expressly provided otherwise in the contract, and shall apply the sale price to the payment of its credit and the resulting expenses and deliver to the debtor, accompanied by a statement of the transaction carried out, the balance determined, if any (Included by Provisional Measure No. 2.160-25, of 2001)

(Repealed by Law 10.931, of 2004)

§ 2 The provisions of arts. 758, 762, 763, 774, 775 and 802 of the Civil Code apply, where applicable, to fiduciary alienation as security of a fungible thing or of a right. (Included by Provisional Measure No. 2.160-25, of 2001)

(Repealed by Law 10.931, of 2004)

Section XIV Fiduciary Alienation as Security in the Scope of the Financial and Capital Markets

(Included by Law 10.931, of 2004)

Art. 66-B. The fiduciary alienation contract entered into in the scope of the financial and capital markets, as well as as security for tax and social security credits, shall contain, in addition to the requirements defined in Law No. 10.406, of 10 January 2002 - Civil Code, the interest rate, the penalty clause, the monetary adjustment index, if any, and the other commissions and charges.

(Included by Law 10.931, of 2004)

§ 1 If the thing subject to fiduciary property is not identified by numbers, marks and signs in the fiduciary alienation contract, the fiduciary owner bears the burden of proof, against third parties, of the identification of the assets of its domain that are in the possession of the debtor.

(Included by Law 10.931, of 2004)

§ 2 The debtor who alienates, or gives as security to third parties, a thing that he had already alienated in fiduciary security, shall be subject to the penalty provided for in art. 171, § 2, I, of the Penal Code.

(Included by Law 10.931, of 2004)

§ 3 Fiduciary alienation of a fungible thing and fiduciary assignment of rights over movable things, as well as of credit instruments, are permitted, in which cases, unless otherwise provided, the direct and indirect possession of the asset subject to fiduciary property or of the instrument representing the right or credit is attributed to the creditor, who, in the event of non-performance or default of the guaranteed obligation, may sell to third parties the asset subject to fiduciary property regardless of auction, public sale or any other judicial or extrajudicial measure, and shall apply the sale price to the payment of its credit and the expenses resulting from the enforcement of the security, delivering to the debtor the balance, if any, accompanied by a statement of the transaction carried out.

(Included by Law 10.931, of 2004)

§ 4 With regard to the fiduciary assignment of rights over movable things or over credit instruments, the provisions of arts. 18 to 20 of Law No. 9.514, of 20 November 1997, also apply.

(Included by Law 10.931, of 2004)

§ 5 The provisions of arts. 1.421, 1.425, 1.426, 1.435 and 1.436 of Law No. 10.406, of 10 January 2002, apply to the fiduciary alienation and fiduciary assignment dealt with in this Law.

(Included by Law 10.931, of 2004)

§ 6 The provisions of art. 644 of Law No. 10.406, of 10 January 2002, do not apply to the fiduciary alienation and fiduciary assignment dealt with in this Law.

(Included by Law 10.931, of 2004)

SECTION XV

Miscellaneous provisions

Art. 67. The National Monetary Council may authorize issues of Treasury Bonds referred to in Law No. 4.357, of 16 July 1964, with terms of less than three years.

Art. 68. The net result of the monetary corrections of fixed assets and of own working capital, made under the legislation in force, may, at the option of the legal entity, be incorporated into the capital stock or into reserves.

§ 1 No case of monetary correction of fixed assets, the tax due, without prejudice to the provisions of art. 76 of Law No. 4.506, of 30 November 1964, shall be levied on the net increase in the asset resulting from the correction, regardless of its incorporation into capital.

§ 2 The results of the monetary corrections shall be considered reserves for the purpose of determining excess reserves in relation to the capital stock.

(Repealed by Del 1.338, of 23.7.1974)

§ 3 The National Monetary Council may exclude from the obligation of § 2 the companies that request and justify the exclusion.

§ 4 Companies that in the current fiscal year, and by virtue of monetary correction, have approved a capital increase not yet registered by the Commercial Registry, may use the option provided for in this article, provided that they pay tax under the terms of § 1.

Art. 69. Accounting funds of a financial nature, in official credit institutions, for the application of donations, endowments or financing, obtained from national or foreign entities, not included in the budget, depend on a decree of the President of the Republic.

§ 1 The accounting funds shall consist of open graphic accounts and shall be exclusively for the objectives designated by the decree of the Executive Power, with only the deductions necessary for the costing of the operations being allowed.

§ 2 The executive decree constituting the fund shall indicate:

I - origin of the resources that will constitute it;

II - objective of the applications, specifying the nature of the operations, the sector of application and other conditions;

III - general mechanism of the operations;

IV - the management of the fund, which may be assigned to the credit institution itself in which the account will be opened, or to an administrator or collegiate body;

V - the active and passive representation of the managing body of the fund.

Art. 70. The consumption tax, relating to an industrialized product that leaves the producing establishment directly for deposit in a general warehouse, may be collected, by means of a special form, in the fortnight immediately following its departure from the general warehouse.

§ 1 For the transport of the product to the general warehouse to which it is destined, the sending producing establishment shall issue a transit form, in the form of art. 54 of Law No. 4.502, of 30 November 1964.

§ 2 The general warehouse company is obliged to maintain bookkeeping that allows the competent tax office to control the movement of products made in the above form, of which the types, quantities, lots, values, destinations and respective invoices shall be recorded.

§ 3 On the back of the deposit receipt, the warrant and the transit form issued for these purposes, there shall be an express reference to this article of law and its paragraphs.

§ 4 This article of law shall not apply in the cases of art. 26, items I and II, of Law No. 4.502, of 30 November 1964.

§ 5 The Department of Internal Revenue of the Ministry of Finance shall issue the instructions and provide the forms necessary for compliance with this provision.

Art. 71. The provisions of

art. 1.509 and its sole paragraph, of the Civil Code, do not apply to Federal, State or Municipal Public Debt securities, and consequently the Public Treasury of the Union, the States and the Municipalities are excluded from the formality of notification provided for in this or in any other legal provisions regulating the process of recovery of bearer securities, lost.

§ 1 The interest and the amortizations or redemptions of the securities referred to in this article shall be paid, at the proper times, by the competent offices, upon presentation of the respective coupons, after verification of their authenticity and independently of other formalities.

§ 2 The certificate referred to in the first part of subparagraph a of § 1 of art. 860 of the General Regulation of Public Accounting, or other similar documents, is waived for the pledge of bearer securities.

Art. 72. No one may engrave or produce clichés, typeset, print, make, reproduce or manufacture in any form, papers representing shares or certificates representing them, or negotiable securities of companies, without written authorization signed by the respective legal representatives, in the authorized quantity.

Art. 73. No one may make, print or manufacture shares of corporations, or certificates representing them, without written authorization signed by the respective legal representation of the company, with recognized signatures.

§ 1 No one may make, print or manufacture prospectuses or any advertising material for the sale of shares of a corporation, without authorization given by the respective legal representation of the company.

§ 2 Violation of any of the provisions shall constitute a crime of public action, punishable by a penalty of 1 to 3 years of detention, and the responsibility, in the case of a legal entity, shall fall on all its directors.

Art. 74. Whoever places on the market shares of a corporation or certificates representing them, false or falsified, shall be liable for a crime of public action, and shall be punished with a penalty of 1 to 4 years of imprisonment.

Art. 74. Whoever places on the market shares of a corporation or certificates representing them, false or falsified, shall be liable for a crime of public action, and shall be punished with a penalty of (one) to 4 (four) years of imprisonment.

(Text given by Law No. 5.589, of 1970)

Art. 75. The exchange contract, once protested by an official competent for the protest of securities, constitutes sufficient instrument to request executive action.

§ 1 By this means, the creditor shall have the difference between the exchange rate of the contract and that of the date on which payment is made, according to the quotation provided by the Central Bank, plus default interest.

§ 2 The actions for collection of advances made by financial institutions to exporters, on account of the value of the exchange contract, shall be processed by the same procedure, provided that the corresponding amounts are recorded in the contract, with the consent of the seller.

§ 3 In the event of bankruptcy or composition with creditors, the creditor may request the restitution of the amounts advanced, referred to in the previous paragraph.

§ 4 The amounts advanced in the manner of § 2 of this article shall be allocated, in the event of bankruptcy, extrajudicial liquidation or intervention in a financial institution, to the payment of the commercial credit lines that gave rise to them, under the terms and conditions established by the Central Bank of Brazil.

(Paragraph included by Law No. 9,450, of 14.03.1997)

Art. 76. The National Monetary Council, when it deems advisable, in view of the economic situation, may authorize insurance companies to invest, in percentages fixed by it, part of their technical reserves in bills of exchange, shares of publicly traded corporations, and in quotas of mutual funds of securities or marketable securities.

Art. 77. Taxpayers in debt to the National Treasury, as a result of non-payment of the federal stamp tax, incident on contracts or any other legal acts in which the Union, the States, the Municipalities, the Federal District, the Territories, and their autarchies have been a party or intervenient, carried out prior to Law No. 4,388, of 28 August 1964, may, within 30 (thirty) days from the publication of this Law, pay to the federal coffers the tax due, exempt from any penalty or monetary correction.

Art. 78. Subitem i of art. 20 of Decree-Law No. 2,627, of 26 September 1940, shall come into force with the following wording:

"i) the signatures of 2 (two) directors, if the company has more than 1 (one), or those of two attorneys with special powers, whose mandates must be previously registered with the Stock Exchange in which the company is registered, together with their respective facsimiles of signatures".

Art. 79. Art. 21 of Decree-Law No. 2,627, of 26 September 1940, is added with the following paragraph: "Sole paragraph. No action or title representing it may display a nominal value less than Cr$1,000 (one thousand cruzeiros)".

Art. 80. The maximum period of 12 (twelve) months is fixed, from the date of publication of this Law, for companies or corporations whose shares or titles representing them have a nominal value less than Cr$ 1,000 (one thousand cruzeiros) to arrange for their readjustment to this value, through the necessary statutory amendment, under penalty of not having their titles admitted to quotation on the Stock Exchanges.

Art. 81. The Members of the Administrative Councils of the Federal Savings Banks in the States shall be appointed by the President of the Republic, chosen among Brazilians of impeccable reputation and notable capacity in administrative or economic-financial matters, with a mandate of 5 (five) years, and may be reappointed.

Sole paragraph. The appointments referred to in the previous article, as well as the designations of the Presidents of the respective Councils, also by the President of the Republic, shall not depend on the approval of the Federal Senate, provided for in § 2 of art. 22 of Law No. 4,595, of 31 December 1964.

Art. 82. Until the Agrarian Debt Titles created by art. 105 of Law No. 4,504, of 30 November 1964, are issued, the Executive Branch may, for the purposes provided for in that Law, use the National Treasury Bonds - Readjustable Type, created by Law No. 4,357, of 16 July 1964.

Sole paragraph. The conditions and advantages assured to the Agrarian Debt Titles shall be attributed to the National Treasury Bonds - Readjustable Type, issued in the manner of this article, and shall mandatorily appear in the respective certificates.

Art. 83. This Law enters into force on the date of its publication.

Art. 84. The contrary provisions are revoked.

Brasília, 14 July 1965; 144th of Independence and 77th of the Republic.

H. CASTELLO BRANCO

President of the Republic

This text does not replace the one published in the D.O.U. of 16.7.65 and rectified on 16.8.1965.

*