NORMATIV INSTRUCTION BCB NO. 103, OF APRIL 30, 2021

Publishes procedures, documents, deadlines, and information necessary for the processing of authorization requests related to the operation of payment institutions and the provision of payment services by other institutions authorized to operate by the Central Bank of Brazil, as well as the format and terms to be observed in the preparation of the cessation of activities plan related to payment services provided by payment institutions.

The Head of the Department of Financial System Organization (Deorf), using the authority granted by arts. 23, item I, letter “a”, and 96, item XII, of the Internal Regulations of the Central Bank of Brazil, annexed to Ordinance No. 84,287, of February 27, 2015, based on arts. 4 and 17, § 6, of BCB Resolution No. 81, of March 25, 2021,

R E S O L V E:

CHAPTER I

OBJECT AND SCOPE OF APPLICATION

Art. 1. The procedures, documents, deadlines, and information necessary for the processing of authorization requests related to the operation of payment institutions and the provision of payment services by other institutions authorized to operate by the Central Bank of Brazil, as well as the format and terms to be observed in the preparation of the cessation of activities plan related to payment services provided by payment institutions, are hereby published.

CHAPTER II

PROCESSING OF APPLICATIONS

Section I

General Provisions

Art. 2. The authorization requests referred to in this Normative Instruction must be filed with the Central Bank of Brazil, addressed to the Department of Financial System Organization (Deorf), in accordance with current regulations, accompanied by the relevant documents and information.

Art. 3. The declarations mentioned in this Normative Instruction, when signed by the company, must be countersigned by administrators whose representation is recognized by the articles of association or the social contract.

Art. 4. The payment institution must include in the System of Information on Entities of Interest to the Central Bank (Unicad) the information necessary for processing, in accordance with current regulations.

Art. 5. The document models provided for in this Normative Instruction are available in the Manual of Organization of the Financial System (Sisorf), accessible through the Central Bank of Brazil’s website.

Section II

Authorization for Operation

Art. 6. The authorization request for the operation of a payment institution must be accompanied by the following documents:

I - application, in the form of Sisorf model 8.13.10.15;

II - declaration, signed by the controllers, stating that they meet, individually or jointly, the requirement of economic-financial capacity, compatible with the capital necessary for the structuring and operation of the institution, as well as for contingencies arising from market dynamics, in the form of Sisorf model 8.13.30.13, except in the case of a company controlled by an institution authorized by the Central Bank of Brazil, or for a controller that is a natural person resident or domiciled abroad or a legal entity headquartered abroad; (Amended by Normative Instruction BCB No. 569, of December 20, 2024.)

III - declaration, signed by the controllers and by holders of qualified participation, stating that they meet the requirement of lawful origin of the respective resources integrated or contributed to the share capital, in the form of Sisorf model 8.13.30.14, except for a controller or holder of qualified participation that is an institution authorized by the Central Bank of Brazil; (Amended, effective July 1, 2023, by Normative Instruction BCB No. 397, of June 29, 2023.)

IV - declaration, signed by the company, attesting to compliance with the requirement of sustainability of the business model of the enterprise, in the form of Sisorf model 8.13.30.15;

V - declaration, signed by the company, attesting to compliance with the requirements of compatibility of the information technology infrastructure and corporate governance structure with the complexity and risks of the business, in the form of Sisorf model 8.13.10.15;

VI - declaration, signed by the controllers and by the holders of qualified participation, natural persons, and by the elected or appointed administrators, stating that they meet the requirement of impeccable reputation and the conditions established by legislation and current regulations, in the form of Sisorf model 8.13.30.2 or 8.13.30.4 or 8.13.30.18; (Amended by Normative Instruction BCB No. 645, of July 31, 2025.)

VII - declaration, signed by the controllers and by the holders of qualified participation, excluding natural persons, stating that they meet the conditions established by legislation and current regulations, in the form of Sisorf model 8.13.30.11, except for a controller or holder of qualified participation that is an institution authorized by the Central Bank of Brazil; (Amended, effective July 1, 2023, by Normative Instruction BCB No. 397, of June 29, 2023.)

VIII - declaration, signed by the company, attesting to compliance with the requirement that its administration has knowledge of the business sector, the segment in which it operates or intends to operate, market dynamics, sources of operational resources, management of activities and associated risks, in the form of Sisorf model 8.13.10.15;

IX - declaration, signed by the company, attesting to compliance with the requirement of technical qualification of the elected or appointed administrators, compatible with the functions to be performed during the term, in the form of Sisorf model 8.13.10.15;

X - declaration, signed by the company, attesting to compliance with the minimum capital and equity requirements provided for in current regulations, in the form of Sisorf model 8.13.10.15;

XI - authorization, signed by the controllers and by the holders of qualified participation, excluding a controller or holder of qualified participation that is an institution authorized by the Central Bank of Brazil, in the form of Sisorf model 8.13.30.4 or 8.13.30.11, as applicable, for use exclusively by the Central Bank of Brazil in the respective authorization process:

a) to the Federal Revenue Secretariat of Brazil, to provide the Central Bank of Brazil with the Individual Income Tax Return or the Legal Entity Economic-Fiscal Information Declaration, as applicable, relating to the last three fiscal years, except in the case of a legal entity headquartered abroad;

b) to the Central Bank of Brazil, for access to information about them in any public or private registration and information system, including judicial or administrative proceedings and police inquiries;

c) to the Central Bank of Brazil, to carry out the treatment and shared use of personal data belonging to them, including those considered sensitive and covered by confidentiality, in accordance with current legislation; (Included, effective July 1, 2023, by Normative Instruction BCB No. 397, of June 29, 2023.)

XII - authorization, signed by the elected or appointed administrators, in the form of Sisorf model 8.13.30.2 or 8.13.30.18, to the Central Bank of Brazil to, during the process of approval of their names and the period of holding office:

a) access to information about them in any public or private registration and information system, including judicial or administrative proceedings and police inquiries;

b) carry out the treatment and shared use of personal data belonging to them, including those considered sensitive and covered by confidentiality, in accordance with current legislation;

XIII - declaration, signed by the company, regarding the elected or appointed administrators, in the form of Sisorf model 8.13.30.12, stating:

a) knowledge of the legal and regulatory requirements and conditions to which the elected or appointed administrators are subject for holding office, as well as the grounds for ineligibility;

b) that research has been conducted regarding the elected or appointed administrators in public and private registration and information systems and that they meet the legal and regulatory requirements and conditions necessary for holding office;

c) that they have been authorized by the elected or appointed administrators to access any information, protected by legal confidentiality or not, or documents related to the analysis by the Central Bank of Brazil of their names for holding office and while their terms last;

d) that they have been authorized by the elected or appointed administrators to be aware of the progress of the respective authorization, monitoring, or supervision processes and to obtain copies of documents contained therein, including those containing data belonging to them protected by any kind of confidentiality, even those considered sensitive, in accordance with current legislation.

XIV - information and documentation proving compliance with the economic-financial capacity requirement, compatible with the capital necessary for the structuring and operation of the payment institution, as well as for contingencies arising from market dynamics, through which the evolution of equity over the last three fiscal years can be verified, relating to a controller that is a natural person resident or domiciled abroad or a legal entity headquartered abroad; (Included by Normative Instruction BCB No. 569, of December 20, 2024.)

XV - declaration, signed by the controllers, regarding the definition of control and agreements and other instruments entered into by shareholders or partners, in the form of Sisorf model 8.13.30.17; and (Included by Normative Instruction BCB No. 569, of December 20, 2024.)

XVI - declaration, in Sisorf model 8.13.10.15, regarding the archiving, communication, and provision of agreements and other instruments entered into by shareholders or partners; (Included by Normative Instruction BCB No. 569, of December 20, 2024.)

XVII - financial statements of the payment institution relating to the last three fiscal years, audited by an independent auditor registered with the Securities and Exchange Commission (CVM), in the case of an institution that has already started its activities. (Included by Normative Instruction BCB No. 569, of December 20, 2024.)

Sole Paragraph. In the case of an institution that has not yet started its activities, upon issuance of the authorization for operation, the start date of activities must be reported to the Central Bank of Brazil within 5 days of the event, by including a record in Unicad. (Included by Normative Instruction BCB No. 569, of December 20, 2024.)

Section III

Authorization for Provision of Payment Services by Other Institutions Authorized to Operate by the Central Bank of Brazil

Art. 7. The authorization request for the provision of payment services by other institutions authorized to operate by the Central Bank of Brazil must be processed, within a period of up to fifteen days from the respective act or resolution, with the following documents: (Amended by Normative Instruction BCB No. 569, of December 20, 2024.)

I - application, in the form of Sisorf model 8.20.10.35; (Amended by Normative Instruction BCB No. 569, of December 20, 2024.)

II - declaration, in Sisorf model 8.20.10.35, attesting to compliance with the requirements of compatibility of the information technology infrastructure and corporate governance structure with the complexity and risks of the business; (Amended by Normative Instruction BCB No. 569, of December 20, 2024.)

III - reasoned justification proving the sustainability of the business model of the enterprise, in the form of Annex III. (Amended by Normative Instruction BCB No. 569, of December 20, 2024.)

Section IV

Authorization for Operation of a Payment Transaction Initiating Institution in a New Payment Service Modality

Art. 8. The authorization request for the operation of a payment transaction initiating institution in a new payment service modality must be accompanied by the following documents:

I - application, in the form of Sisorf model 8.13.10.29;

II - (Revoked by Normative Instruction BCB No. 569, of December 20, 2024.)

III - declaration, signed by the company, attesting to compliance with the requirement that its administration has knowledge of the business sector, the segment in which it intends to operate, market dynamics, sources of operational resources, management of activities and associated risks, in the form of Sisorf model 8.13.10.29;

IV - (Revoked by Normative Instruction BCB No. 569, of December 20, 2024.)

V - reasoned justification proving the sustainability of the business model of the enterprise, in the form of Annex III. (Included by Normative Instruction BCB No. 569, of December 20, 2024.)

Section V

Authorization for Transfer or Change of Control

Art. 9. The authorization request for the transfer or change of control of a payment institution must be processed, within a period of up to fifteen days from the corresponding legal act, with the following documents:

I - application, in the form of Sisorf model 8.13.10.7;

II - declaration, signed by the new controllers, stating that they meet, individually or jointly, the requirement of economic-financial capacity compatible with the capital necessary for the structuring and operation of the institution, as well as for contingencies arising from market dynamics, in the form of Sisorf model 8.13.30.13, except for a new controller that is a natural person resident or domiciled abroad or a legal entity headquartered abroad or in the case of transfer of control to an institution authorized by the Central Bank of Brazil; (Amended by Normative Instruction BCB No. 569, of December 20, 2024.)

III - declaration, signed by the new controllers and by the new holders of qualified participation, stating that they meet the requirement of lawful origin of the respective resources used in the operation, in the form of Sisorf model 8.13.30.14, except for a new controller or new holder of qualified participation that is an institution authorized by the Central Bank of Brazil; (Amended, effective July 1, 2023, by Normative Instruction BCB No. 397, of June 29, 2023.)

IV - (Revoked by Normative Instruction BCB No. 569, of December 20, 2024.)

V - declaration, signed by the new controllers and by the new holders of qualified participation, excluding a new controller or new holder of qualified participation that is an institution authorized by the Central Bank of Brazil, stating that they meet the conditions established by legislation and current regulations, and in the case of natural persons, additionally, the requirement of impeccable reputation, in the form of Sisorf models 8.13.30.4 or 8.13.30.11, as applicable; (Amended, effective July 1, 2023, by Normative Instruction BCB No. 397, of June 29, 2023.)

VI - authorization, signed by the new controllers and by the new holders of qualified participation, excluding a new controller or new holder of qualified participation that is an institution authorized by the Central Bank of Brazil, in the form of Sisorf models 8.13.30.4 or 8.13.30.11, as applicable:

(Amended, effective July 1, 2023, by Normative Instruction BCB No. 397, of June 29, 2023.)

a) to the Federal Revenue Secretariat of Brazil, for provision to the Central Bank of Brazil of the Individual Income Tax Return or the Economic-Fiscal Information Declaration of the Legal Entity, as applicable, relating to the last three fiscal years, except in the case of a legal entity headquartered abroad;

b) to the Central Bank of Brazil, for access to information about itself in any public or private registration and information system, including judicial or administrative proceedings and police inquiries;

c) to the Central Bank of Brazil, to carry out the processing and shared use of personal data belonging to it, including those considered sensitive and covered by confidentiality, in accordance with current legislation. (Added, effective 7/1/2023, by Instruction Normative BCB No. 397, of 6/29/2023.)

VII - information and documentation proving compliance with the economic-financial capacity requirement, compatible with the capital necessary for the structuring and operation of the payment institution, as well as for contingencies arising from market dynamics, through which the evolution of equity over the last three fiscal years can be verified, relating to a new controlling shareholder who is a natural person resident or domiciled abroad or a legal entity headquartered abroad; (Revised by Instruction Normative BCB No. 645, of 7/31/2025.)

VIII - purchase and sale contract, deed of donation, partition deed, or equivalent instrument, in which a clause conditioning the realization of the transaction to approval by the Central Bank of Brazil must appear (Added by Instruction Normative BCB No. 569, of 12/20/2024.)

IX - declaration, signed by the controlling shareholders, regarding the definition of control and agreements and other instruments entered into by shareholders or partners, in the Sisorf model 8.13.30.17; (Added by Instruction Normative BCB No. 569, of 12/20/2024.)

X - declaration, in the Sisorf model 8.13.10.7, regarding the filing, communication and provision of agreements and other instruments entered into by shareholders or partners; (Added by Instruction Normative BCB No. 569, of 12/20/2024.)

XI - reasoned justification proving the sustainability of the business model of the enterprise, in cases of change in strategic or operational nature, in accordance with Annex III. (Added by Instruction Normative BCB No. 569, of 12/20/2024.)

Section VI
Authorization for Merger, Spin-off or Incorporation

Art. 10. The authorization request for merger, spin-off or incorporation of a payment institution must be accompanied, within a period of up to fifteen days from the respective act or resolution, with the following documents: (Revised by Instruction Normative BCB No. 569, of 12/20/2024.)

I - request, in the Sisorf model 8.13.10.19; (Revised by Instruction Normative BCB No. 569, of 12/20/2024.)

II - balance sheet, relative to the base date of the operation, of the institutions authorized to operate by the Central Bank of Brazil involved; (Revised by Instruction Normative BCB No. 569, of 12/20/2024.)

III - protocol and justification and appraisal reports of the appointed experts; (Added by Instruction Normative BCB No. 569, of 12/20/2024.)

IV - reasoned justification proving the sustainability of the business model of the enterprise, in accordance with Annex III. (Revised by Instruction Normative BCB No. 645, of 7/31/2025.)

Section VII
Authorization for Corporate Transformation

Art. 11. The authorization request for corporate transformation of a payment institution must be accompanied, within a period of up to fifteen days from the respective act or resolution, with the request, in the Sisorf model 8.13.10.20.

Section VIII
Authorization for Election or Appointment of Persons to Administrative Positions

Art. 12. The authorization request for election or appointment of persons to administrative positions of a payment institution must be accompanied, within a period of up to fifteen days from the respective act or resolution, with the following documents:

I - request, in the Sisorf model 8.13.10.1 or 8.13.10.33; (Revised by Instruction Normative BCB No. 645, of 7/31/2025.)

II - declaration, signed by the elected or appointed administrators, stating that they meet the requirement of unblemished reputation and the conditions established by legislation and current regulation, in the Sisorf model 8.13.30.2 or 8.13.30.18, except for those elected or appointed referred to in § 2; (Revised by Instruction Normative BCB No. 645, of 7/31/2025.)

III - authorization, signed by the elected or appointed administrators, in the Sisorf model 8.13.30.2 or 8.13.30.18, to the Central Bank of Brazil to, during the process of approval of their names and the period of exercise of the position, except for those elected or appointed referred to in § 2:

a) access to information about themselves, in any public or private registration and information system, including judicial or administrative proceedings and police inquiries;

b) carry out the processing and shared use of personal data belonging to them, including those considered sensitive and covered by confidentiality, in accordance with current legislation;

IV - declaration, signed by the company, of compliance with the technical qualification requirement of the administrators, compatible with the functions to be exercised during the term, in the Sisorf model 8.13.10.1; (Revised, effective 7/1/2023, by Instruction Normative BCB No. 397, of 6/29/2023.)

V - declaration, signed by the company, regarding the elected or appointed administrators, in the Sisorf model 8.13.30.12, of:

a) having knowledge of the requirements and legal and regulatory conditions to which the elected or appointed administrators are subject for the exercise of their positions, as well as the hypotheses of ineligibility;

b) having conducted research regarding the elected or appointed administrators in public and private registration and information systems and that they meet the requirements and legal and regulatory conditions necessary for the exercise of the positions;

c) having been authorized, by the elected or appointed administrators, to have access to any information, protected by legal confidentiality or not, or documents related to the analysis by the Central Bank of Brazil of their names for the exercise of the positions and while their terms last;

d) having been authorized, by the elected or appointed administrators, to have knowledge of the processing of their respective authorization, monitoring or supervision processes and to obtain copies of documents contained therein, including those containing data belonging to them protected by any kind of confidentiality, even those considered sensitive, in accordance with current legislation.

§ 1º Information regarding the dates of assumption, resignation, dismissal and temporary absences exceeding fifteen days of the occupants of the administrative positions of payment institutions, as well as the reassignment to another administrative position in the same statutory or contractual body, must be communicated to the Central Bank of Brazil, through Unicad, within a period of five days from the event. (Transformed into § 1 by Instruction Normative BCB No. 645, of 7/31/2025.)

§ 2 The documentation provided for in items II and III of the caput, in the Sisorf model 8.13.30.2, must be kept under the custody of the institution, for sending to the Central Bank of Brazil when requested, in the case of an elected or appointed person to an administrative position with a term in force in an administrative body in the same institution or in another institution authorized to operate by the Central Bank of Brazil that is part of a prudential conglomerate in which it participates. (Added by Instruction Normative BCB No. 645, of 7/31/2025.)

§ 3 The provisions of § 2 do not apply to institutions governed by Law No. 13.303, of June 30, 2016. (Added by Instruction Normative BCB No. 645, of 7/31/2025.)

Section IX
Authorization for Change of Share Capital

Art. 13. The authorization request for change of share capital of a payment institution must be accompanied, within a period of up to fifteen days from the respective act or resolution, with the following documents: (Revised by Instruction Normative BCB No. 569, of 12/20/2024.)

I - request, in the Sisorf model 8.13.10.5; (Revised by Instruction Normative BCB No. 569, of 12/20/2024.)

II - indication, in the Sisorf model 8.13.10.5, of the origin of the resources used by the controlling shareholders and holders of qualified participation in the full payment of the capital increase; (Revised by Instruction Normative BCB No. 569, of 12/20/2024.)

III - in the case of capital reduction, reasoned justification proving the sustainability of the business model of the enterprise, in accordance with Annex III. (Revised by Instruction Normative BCB No. 569, of 12/20/2024.)

Sole Paragraph. In addition to the documents listed in the caput of this article, documentation proving the origin of the resources used by the controlling shareholders and holders of qualified participation in the full payment of the share capital must be presented, except for a controlling shareholder or holder of qualified participation that is an institution authorized by the Central Bank of Brazil, in the following cases: (Added by Instruction Normative BCB No. 569, of 12/20/2024.)

a) capital increase in a value greater than 50% of the share capital, considering, if applicable, the sum of successive increases in the six months prior to the authorization request; (Added by Instruction Normative BCB No. 569, of 12/20/2024.)

b) capital increase in situations of non-compliance with operational limits; or (Added by Instruction Normative BCB No. 569, of 12/20/2024.)

c) capital increase provided for in a regularization plan. (Added by Instruction Normative BCB No. 569, of 12/20/2024.)

Section X
Authorization for Change of Corporate Name

Art. 14. The authorization request for change of corporate name of a payment institution must be accompanied, within a period of up to fifteen days from the respective act or resolution, with the request, in the Sisorf model 8.13.10.3.

Section XI
Cancellation of Authorization to Operate

Art. 15. The cancellation request for the authorization to operate of a payment institution must be accompanied, within a period of up to fifteen days from the respective act or resolution, with the following documents: (Revised by Instruction Normative BCB No. 569, of 12/20/2024.)

I - request, in the Sisorf model 8.13.10.26;

II - declaration, signed by the company, stating that all obligations related to the exclusive activities of the payment institution have been settled, in the Sisorf model 8.13.10.26;

III - liability declaration, in the Sisorf model 8.13.30.9.

Section XII
Cancellation of Authorization for Provision of Payment Services by Other Institutions Authorized to Operate by the Central Bank of Brazil

Art. 16. The cancellation request for the authorization for provision of payment services by other institutions authorized to operate by the Central Bank of Brazil must be accompanied, within a period of up to fifteen days from the respective act or resolution, with the request, in the Sisorf model 8.20.10.36, including a declaration that all obligations related to the payment services of the corresponding modality have been settled. (Revised by Instruction Normative BCB No. 569, of 12/20/2024.)

Section XIII
Authorization and Cancellation of Authorization to Operate in the Foreign Exchange Market

(Section XIII added, effective 7/1/2023, by Instruction Normative BCB No. 397, of 6/29/2023.)

Art. 16-A. The authorization request or cancellation of authorization to operate in the foreign exchange market must be accompanied, within a period of up to fifteen days from the respective act or resolution, with the following documents: (Added, effective 7/1/2023, by Instruction Normative BCB No. 397, of 6/29/2023.)

I - request, in the Sisorf model 8.13.10.30 or 8.13.10.31; (Added, effective 7/1/2023, by Instruction Normative BCB No. 397, of 6/29/2023.)

II - reasoned justification proving the economic-financial viability of the enterprise and the compatibility of the information technology infrastructure and corporate governance structure with the complexity and risks of the business, in the case of an authorization request to operate in the foreign exchange market, in accordance with Annex III; (Revised, effective 2/2/2026, by Instruction Normative BCB No. 705, of 1/29/2026.)

III - declaration, in the Sisorf model 8.13.10.31, stating that the exclusive or permitted foreign exchange operations of the institution have been settled or transferred, in the case of a cancellation request for authorization to operate in the foreign exchange market. (Added, effective 7/1/2023, by Instruction Normative BCB No. 397, of 6/29/2023.)

Section XIV
Authorization for Extinction of the Audit Committee

(Section XIV added by Instruction Normative BCB No. 569, of 12/20/2024.)

Art. 16-B. The request for authorization for the extinction of the audit committee must be accompanied by the request in the form of Sisorf model 8.13.10.32. (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

CHAPTER III
COMMUNICATIONS

Section I
Qualified Participation in Payment Institutions

Art. 17. Operations related to qualified participation referred to in Article 23 of Resolution BCB No. 81, of March 25, 2021, must be communicated to the Central Bank of Brazil, within a period of up to fifteen days from their occurrence, in the form of Sisorf model 8.10.30.1.

Art. 17. Operations related to qualified participation referred to in Article 23 of Resolution BCB No. 81, of March 25, 2021, must be communicated to the Central Bank of Brazil, within a period of up to fifteen days from their occurrence, in the form of Sisorf model 8.13.50.1. (Amended by Normative Instruction BCB No. 569, of 12/20/2024.)

Section II
Alteration of the Management Position Structure

Art. 18. Changes regarding the management position structure provided for in the bylaws or social contract of the payment institution must be communicated to the Central Bank of Brazil, within a period of up to fifteen days from the respective act or deliberation, by including a record in Unicad.

CHAPTER IV
CESSATION PLAN

Art. 19. The business cessation plan referred to in Article 17, § 1st, item I, of Resolution BCB No. 81, of March 25, 2021, must include, at a minimum, the following aspects:

I - execution period;

II - sequence of acts and procedures to be executed upon the closure of activities, aiming to comply with legal, regulatory, and contractual obligations;

III - assignment of responsibilities to the institution and any third parties, such as contractors and insurers, among others;

IV - communication plan so that interested parties are notified in a timely manner about the closure of activities, using the same channels used for the publicity of its products to inform its clients and users about the inability to continue their operations at the institution, as well as about the procedures and deadline for closing or transferring operations;

V - alternatives offered to its clients and users;

VI - deadlines and terms for the return of any amounts to its clients and users;

VII - barriers and risks that may affect the execution of the business cessation plan and mechanisms to be adopted to eliminate or mitigate them;

VIII - existence of instruments that guarantee the transfer of operations exclusive to payment institutions to an institution regularly authorized to operate by the Central Bank of Brazil, within the execution period of the plan;

IX - type of support to be provided to its clients and users after the closure of activities.

CHAPTER V
FINAL PROVISIONS

Art. 20. The Central Bank of Brazil may require, before or after the issuance of the authorizations provided for in this Normative Instruction, the presentation of additional documents and information it deems necessary, including those contained in Annex I to this Normative Instruction.

Sole paragraph. The documents and information referred to in this article must only be sent to the Central Bank of Brazil upon specific request.

Art. 21. The following are revoked:

I - Circular Letter No. 3,897, of August 9, 2018; and

II - Normative Instruction BCB No. 38, of November 3, 2020.

Art. 22. This Normative Instruction enters into force on May 3, 2021.

José Reynaldo de Almeida Furlani

ANNEX I

EXEMPLARY LIST OF DOCUMENTS AND INFORMATION REFERRED TO IN ARTICLE 20

THESE DOCUMENTS AND INFORMATION MUST ONLY BE SENT UPON SPECIFIC REQUEST FROM THE CENTRAL BANK OF BRAZIL

1 - business plan, encompassing in whole or in part the aspects mentioned in Annex II of this Normative Instruction;

2 - identification and proof of the origin of resources;

3 - financial statements of the last three social years of the controlling legal entities, audited by an independent auditor registered with the Securities and Exchange Commission (CVM), or equivalent document, in the case of a legal entity headquartered abroad;

4 - income tax returns of the controllers, natural persons, referring to the last three social years, or equivalent document, in the case of a resident or domiciled abroad, which evidences the annual income earned and a list of assets, rights, and liabilities of the natural person, with their respective value;

5 - Economic-Fiscal Information Declaration of the Legal Entity Controllers, referring to the last three social years, or equivalent document, in the case of a legal entity headquartered abroad;

6 - shareholders' or quota holders' agreement involving all levels of corporate participation;

7 - usufruct contract regarding the corporate participations of the controllers involving all levels of corporate participation;

8 - purchase and sale contract, deed of donation, partition deed, usufruct contract, or equivalent instrument;

8 - (Revoked by Normative Instruction BCB No. 569, of 12/20/2024.)

9 - protocol, justification, and expert appraisal reports from the appointed experts and the balance sheet/balancing statement, relative to the base date of the spin-off, merger, or incorporation, with the respective report of an independent auditor duly registered with the Securities and Exchange Commission (CVM), in the latter case, when involving an institution not supervised by the Central Bank of Brazil;

9 - (Revoked by Normative Instruction BCB No. 569, of 12/20/2024.)

10 - financial statements of the payment institution referring to the last three social years, audited by an independent auditor registered with the Securities and Exchange Commission (CVM).

10 - financial statements of the payment institution referring to the last three social years, audited by an independent auditor registered with the Securities and Exchange Commission (CVM); (Amended, effective from 7/1/2023, by Normative Instruction BCB No. 397, of 6/29/2023.)

10 - (Revoked by Normative Instruction BCB No. 569, of 12/20/2024.)

11 - declarations and authorizations that have been waived by regulation. (Included, effective from 7/1/2023, by Normative Instruction BCB No. 397, of 6/29/2023.)

ANNEX II

BUSINESS PLAN CONTENT

Art. 1st The business plan mentioned in Article 2, § 3rd, of Resolution BCB No. 81, of March 25, 2021, must include, at a minimum:

I - indication of the payment arrangements of which it is or will be part;

II - indication of the payment service modalities in which it operates or intends to operate in the three years following the approval of the authorization request for operation;

III - discrimination of the payment activities and services provided or to be provided;

IV - financial plan demonstrating the economic-financial viability of the venture, which must include:

a) economic premises;

b) projection, prepared on a monthly basis, of the financial statements and cash flow, when applicable;

c) capital structure and financing sources;

d) discount rate estimate, calculated based on a widely accepted methodology for calculating the cost of equity;

e) Net Present Value (NPV) calculation of the venture based on Free Cash Flow to Shareholders; and

f) description of critical variables for the success of the venture, as well as the construction of three scenarios (base, conservative, and ideal), in which it is possible to verify the impact generated by changes in these variables on the results obtained;

V - marketing plan; and

VI - technical-operational plan.

§ 1st The marketing plan mentioned in item V of the main text must include, at a minimum:

I - strategic objectives of the venture;

II - description of the market in which the institution operates or intends to operate, including existing risks and those resulting from potential business concentration;

III - target audience;

IV - main products and services;

V - competition analysis; and

VI - technologies for product placement and sizing of the service structure.

§ 2nd The technical-operational plan mentioned in item VI of the main text must include, at a minimum:

I - the institution's organizational chart and personnel policy;

II - the institution's relationship with other natural or legal entities that make up the economic group of which it is or will be part;

III - all operational processes related to the payment institution's activities, including those performed by third parties, including general flowchart and flowchart of each process;

IV - the physical and technological infrastructure supporting its operations, including the role of third parties as agents of the payment institution;

V - the contract with the clearing and settlement system for settling transactions within the payment arrangement, when applicable;

VI - documentation proving the technical-operational capacity of the payment institution, including tests performed for the institution's licensing, when required by the payment arrangement creator;

VII - corporate governance standards and business management structure;

VIII - internal controls and risk management structure;

IX - structure to meet the Central Bank of Brazil's requirements regarding the provision of information for statistical and supervisory purposes and for the disclosure of financial statements in established standards;

X - indication of systems, procedures, and controls for detecting and preventing operations whose characteristics may indicate the existence of crimes of "money laundering" or concealment of assets, rights, and values typified in Law No. 9,613, of March 3, 1998; and

X - indication of the policy, risk assessment, systems, procedures, and controls for detecting and preventing operations whose characteristics may indicate the existence of crimes typified in Law No. 9,613, of March 3, 1998; and (Amended by Normative Instruction BCB No. 569, of 12/20/2024.)

XI - business continuity plans, addressing, at a minimum:

a) line of responsibility for business continuity, collectively linking the entity's administrators;

b) critical scenarios for addressing business continuity management, including situations of severe operational rupture, which impose a substantial risk to the operational continuity of the entity;

c) recovery objectives, considering the risk imposed by the entity on the fluidity of retail payments in the Country;

d) communication procedures with internal and external participants, in cases of severe rupture situations; and

e) procedures to periodically test the business continuity plan and to improve it based on the evaluation of test results.

ANNEX III

(Annex III included, effective from 7/1/2023, by Normative Instruction BCB No. 397, of 6/29/2023.)

CONTENT OF THE GROUNDED JUSTIFICATION

FOREIGN EXCHANGE MARKET OPERATION

FOREIGN EXCHANGE MARKET OPERATION, PROVISION OF PAYMENT SERVICES BY OTHER INSTITUTIONS AUTHORIZED TO OPERATE BY THE CENTRAL BANK OF BRAZIL OR OPERATION OF A PAYMENT TRANSACTION INITIATING INSTITUTION IN A NEW PAYMENT SERVICE MODALITY

(Title amended by Normative Instruction BCB No. 569, of 12/20/2024.)

Art. 1st The grounded justification for operating in the foreign exchange market must contain:

Art. 1st The grounded justification for operating in the foreign exchange market, for providing payment services by other institutions authorized to operate by the Central Bank of Brazil or for the operation of a payment transaction initiating institution in a new payment service modality must contain: (Amended by Normative Instruction BCB No. 569, of 12/20/2024.)

I - strategic impacts, specifying, if applicable, the new strategic objectives and market opportunities that justify the operation;

II - operational impacts, specifying, if applicable, changes in corporate governance standards and structure, internal controls, risk management, and procedures and controls for detecting and preventing operations whose characteristics may indicate the existence of crimes typified in Law No. 9,613, of 1998;

II - operational impacts, specifying, if applicable, changes in corporate governance standards and structure, internal controls, risk management, and the policy, risk assessment, systems, procedures, and controls for detecting and preventing operations whose characteristics may indicate the existence of crimes typified in Law No. 9,613, of 1998; (Amended by Normative Instruction BCB No. 569, of 12/20/2024.)

II - operational impacts, specifying, if applicable, changes in corporate governance standards and structure, internal controls, and risk management, in the information technology infrastructure, and in the policy, risk assessment, systems, procedures, and controls for detecting and preventing operations whose characteristics may indicate the existence of crimes typified in Law No. 9,613, of 1998; (Amended, effective from 2/2/2026, by Normative Instruction BCB No. 705, of 1/29/2026.)

III - economic-financial impacts, specifying estimates for critical variables such as rates and average values of operations, service fees, as well as expected results;

IV - impact of the operation on the operational limits established in current regulation;

V - deadline for starting activities with the operation, after authorization.

TRANSFER OR ALTERATION OF CONTROL

(Title included by Normative Instruction BCB No. 569, of 12/20/2024.)

Art. 2nd The grounded justification for transfer or alteration of control must contain: (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

I - history and organizational chart of the economic group to which the institution will belong and, if applicable, the indication of the relationship the institution intends to maintain with other entities comprising the economic group, or information that the institution will not belong to an economic group; (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

II - strategic impacts, specifying, if applicable, the new strategic objectives and market opportunities that justify the alteration of control; (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

III - operational impacts, specifying, if applicable, changes in corporate governance standards and structure, internal controls, risk management, and the policy, risk assessment, systems, procedures, and controls for detecting and preventing operations whose characteristics may indicate the existence of crimes typified in Law No. 9,613, of March 3, 1998; (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

IV - economic-financial impacts, specifying, if applicable, estimates for critical variables such as rates, deadlines, and average values of operations, service fees, delinquency, capital structure, financing sources, as well as expected results; (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

V - information that there will be no impact described in one or more of items II to IV of the main text resulting from the alteration or transfer of control, if applicable. (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

Sole paragraph. The presentation of the content in item I of the main text is waived if the new controllers are institutions authorized by the Central Bank of Brazil. (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

MERGER, SPIN-OFF, OR INCORPORATION

(Title included by Normative Instruction BCB No. 569, of 12/20/2024.)

Art. 3rd The grounded justification for merger, spin-off, or incorporation must contain: (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

I - strategic impacts, specifying, if applicable, the new strategic objectives and market opportunities that justify the operation; (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

II - operational impacts, specifying, if applicable, changes in corporate governance standards and structure, internal controls, risk management, and the policy, risk assessment, systems, procedures, and controls for detecting and preventing operations whose characteristics may indicate the existence of crimes typified in Law No. 9,613, of March 3, 1998; (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

III - economic-financial impacts, specifying, if applicable, estimates for critical variables such as rates, deadlines, and average values of operations, service fees, delinquency, capital structure, financing sources, as well as expected results; (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

IV - impact of the operation on the operational limits established in current regulation. (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

CAPITAL REDUCTION

(Title included by Normative Instruction BCB No. 569, of 12/20/2024.)

Art. 4th The grounded justification for capital reduction must contain: (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

I - motivation for the reduction in accordance with current legislation; (Included by Normative Instruction BCB No. 569, of 12/20/2024.)

II - impact of the operation on the operational limits established in current regulation. (Included by Normative Instruction BCB No. 569, of 12/20/2024.)