Normative Instruction BCB No. 569 of December 20, 2024

NORMATIVE INSTRUCTION BCB NO. 569, OF DECEMBER 20, 2024

Amends Normative Instruction BCB No. 103, of April 30, 2021, which discloses 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, and the manner 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 Financial System Organization Department — Deorf, in the exercise of the authority granted to him by arts. 23, item I, letter “a”, and 98, item VI, of the Internal Regulations of the Central Bank of Brazil, annexed to Resolution BCB No. 340, of September 21, 2023, based on art. 4 of Resolution BCB No. 81, of March 25, 2021, and art. 16 of Resolution BCB No. 130, of August 20, 2021,

RESOLVES:

Art. 1. Normative Instruction BCB No. 103, of April 30, 2021, published in the Official Gazette of the Union on May 4, 2021, shall enter into force with the following alterations:

“Art. 6. .....................................................................................................................

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II - declaration, signed by the controllers, stating that they meet the economic-financial capacity requirement, compatible with the capital necessary for the structuring and operation of the institution, as well as contingencies arising from market dynamics, in the form of model Sisorf 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 who is a natural person resident or domiciled abroad or a legal entity headquartered abroad;

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XIV - information and supporting documentation demonstrating compliance with the economic-financial capacity requirement, compatible with the capital necessary for the structuring and operation of the payment institution, as well as contingencies arising from market dynamics, through which the evolution of assets over the last three fiscal years can be verified, regarding a controller who is a natural person resident or domiciled abroad or a legal entity headquartered abroad;

XV - declaration, signed by the controllers, regarding the definition of control and agreements and other instruments executed by shareholders or partners, in the form of model Sisorf 8.13.30.17; and

XVI - declaration, in model Sisorf 8.13.10.15, regarding the filing, communication, and provision of agreements and other instruments executed by shareholders or partners;

XVII - financial statements of the payment institution for the last three fiscal years, audited by an independent auditor registered with the Securities and Exchange Commission (Comissão de Valores Mobiliários), in the case of an institution that has already started its activities.

Sole paragraph. In the case of an institution that has not yet started its activities, upon issuance of the authorization to operate, 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.” (NR)

“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 deliberation, with the following documents:

I - request, in the form of model Sisorf 8.20.10.35;

II - declaration, in model Sisorf 8.20.10.35, stating compliance with the requirements of compatibility of the information technology infrastructure and corporate governance structure with the complexity and risks of the business;

III - reasoned justification demonstrating the sustainability of the business model of the venture, in the form of Annex III.” (NR)

“Art. 8. .....................................................................................................................

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V - reasoned justification demonstrating the sustainability of the business model of the venture, in the form of Annex III.” (NR)

“Art. 9. .....................................................................................................................

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II - declaration, signed by the new controllers, stating that they meet the economic-financial capacity requirement compatible with the capital necessary for the structuring and operation of the institution, as well as contingencies arising from market dynamics, in the form of model Sisorf 8.13.30.13, except for a new controller who 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;

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VII - information and supporting documentation demonstrating compliance with the economic-financial capacity requirement, compatible with the capital necessary for the structuring and operation of the payment institution, as well as contingencies arising from market dynamics, through which the evolution of assets over the last three fiscal years can be verified, regarding a controller who is a natural person resident or domiciled abroad or a legal entity headquartered abroad;

VIII - purchase and sale contract, donation instrument, partition deed, or equivalent instrument, in which a clause conditioning the completion of the transaction to approval by the Central Bank of Brazil must appear;

IX - declaration, signed by the controllers, regarding the definition of control and agreements and other instruments executed by shareholders or partners, in the form of model Sisorf 8.13.30.17;

X - declaration, in model Sisorf 8.13.10.7, regarding the filing, communication, and provision of agreements and other instruments executed by shareholders or partners;

XI - reasoned justification demonstrating the sustainability of the business model of the venture, in cases of change in strategic or operational nature, in the form of Annex III.” (NR)

“Art. 10. The authorization request for merger, spin-off, or incorporation of a payment institution must be processed, within a period of up to fifteen days from the respective act or deliberation, with the following documents:

I - request, in the form of model Sisorf 8.13.10.19;

II - balance sheet, relative to the base date of the operation, of the institutions authorized to operate by the Central Bank of Brazil involved;

III - protocol and justification and appraisal reports of the appointed experts;

IV - reasoned justification demonstrating the sustainability of the business model of the venture, in cases of change in strategic or operational nature, in the form of Annex III.” (NR)

“Art. 12. ....................................................................................................................

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Sole paragraph. Information regarding the dates of assumption, resignation, dismissal, and temporary absences exceeding fifteen days of those holding administrative positions in payment institutions, as well as the transfer to another administrative position within the same statutory or contractual body, must be communicated to the Central Bank of Brazil, via Unicad, within five days of the event.” (NR)

“Art. 13. The authorization request for alteration of the share capital of a payment institution must be processed, within a period of up to fifteen days from the respective act or deliberation, with the following documents:

I - request, in the form of model Sisorf 8.13.10.5;

II - indication, in model Sisorf 8.13.10.5, of the source of resources used by the controllers and by holders of qualified participation in the integration of the capital increase;

III - in the case of capital reduction, reasoned justification demonstrating the sustainability of the business model of the venture, in the form of Annex III.

Sole paragraph. In addition to the documents listed in the main text of this article, supporting documentation of the source of resources used by the controllers and by holders of qualified participation in the integration of the share capital must be presented, except for a controller or holder of qualified participation who is an institution authorized by the Central Bank of Brazil, in the following cases:

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;

b) capital increase in situations of non-compliance with operational limits; or

c) capital increase provided for in a regularization plan.” (NR)

“Art. 15. The authorization request for cancellation of the authorization to operate of a payment institution must be processed, within a period of up to fifteen days from the respective act or deliberation, with the following documents:

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“Art. 16. The authorization request for cancellation of the authorization to provide 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 deliberation, with the request, in the form of model Sisorf 8.20.10.36, including a declaration that all obligations related to the payment services of the corresponding modality have been settled.” (NR)

“Section XIV

Of the Authorization for Extinction of the Audit Committee

“Art. 16-B. The authorization request for extinction of the audit committee must be processed with the request in the form of model Sisorf 8.13.10.32.”

“Art. 17. Operations related to qualified participation as referred to in art. 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 of their occurrence, in the form of model Sisorf 8.13.50.1.” (NR)

Art. 2. Annex II to Normative Instruction BCB No. 103, of April 30, 2021, published in the Official Gazette of the Union on May 4, 2021, shall enter into force with the following alterations:

“Art. 1. .....................................................................................................................

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§ 2. ...........................................................................................................................

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

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Art. 3. Annex III to Normative Instruction BCB No. 103, of April 30, 2021, published in the Official Gazette of the Union on May 4, 2021, shall enter into force with the following alterations:

“OPERATION IN THE FOREIGN EXCHANGE MARKET, 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 MODALITY OF PAYMENT SERVICE

Art. 1. The reasoned justification to operate in the foreign exchange market, to provide 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 modality of payment service must contain:

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

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“TRANSFER OR ALTERATION OF CONTROL

Art. 2. The reasoned justification for transfer or alteration of control must contain:

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 persons composing the economic group, or information that the institution will not belong to an economic group;

II - impacts of a strategic nature, specifying, if applicable, the new strategic objectives and market opportunities that justify the alteration of control;

III - impacts of an operational nature, specifying, if applicable, the changes in standards and corporate governance structure, internal controls, risk management, and the policy, risk assessment, systems, procedures, and controls for detection and prevention of operations whose characteristics may indicate the existence of crimes typified in Law No. 9,613, of March 3, 1998;

IV - impacts of an economic-financial nature, specifying, if applicable, the estimates for critical variables such as rates, deadlines, and average values of operations, service fees, delinquency, capital structure, sources of financing, as well as expected results;

V - information that there will be no impact described in one or more of items II to IV of the caput as a result of the alteration or transfer of control, if applicable.

Sole paragraph. The presentation of the content contained in item I of the caput is waived if the new controllers are institutions authorized by the Central Bank of Brazil.”

“MERGER, SPIN-OFF, OR INCORPORATION

Art. 3. The reasoned justification for merger, spin-off, or incorporation must contain:

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

II - impacts of an operational nature, specifying, if applicable, the changes in standards and corporate governance structure, internal controls, risk management, and the policy, risk assessment, systems, procedures, and controls for detection and prevention of operations whose characteristics may indicate the existence of crimes typified in Law No. 9,613, of March 3, 1998;

III - impacts of an economic-financial nature, specifying, if applicable, the estimates for critical variables such as rates, deadlines, and average values of operations, service fees, delinquency, capital structure, sources of financing, as well as expected results;

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

“CAPITAL REDUCTION

Art. 4. The reasoned justification for capital reduction must contain:

I - motivation of the reduction in accordance with current legislation;

II - impact of the operation on the operational limits established in the current regulation.”

Art. 4. The following provisions of Normative Instruction BCB No. 103, of April 30, 2021, published in the Official Gazette of the Union on May 4, 2021, are revoked:

I - art. 8, caput, items II and IV;

II - art. 9, caput, item IV; and

III - Annex I, items 8 to 10.

Art. 5. This Normative Instruction enters into force on the date of its publication.

Carolina Pancotto Bohrer

Head

ANNEX

NOTE

1. The present Normative Instruction BCB establishes the necessary processing for the authorization request for extinction of the audit committee as referred to in art. 16, item II, of Resolution BCB No. 130, of August 20, 2021, promoting the normative consolidation advocated by art. 67 of Decree No. 12,002, of April 22, 2024, and inserts and alters provisions in Normative Instruction BCB No. 103, of April 30, 2021, with a view to standardizing and rationalizing the processing of authorization requests applicable to payment institutions.

2. Decree No. 10,411, of June 30, 2020, regulates the realization of regulatory impact analysis - AIR as a prerequisite for the issuance of normative acts. However, in its article 4, the aforementioned decree establishes the hypotheses for exemption from the realization of AIR. The present normative instruction falls under the hypothesis provided for in item II, as it does not bring any additional requirement to that contained in the current regulation, serving only to clarify the manner of compliance with obligations defined in a hierarchically superior norm.

3. Thus, based on item II of art. 4 of Decree No. 10,411, of 2020, I understand that the issuance of the present normative instruction exempts the realization of AIR.

Carolina Pancotto Bohrer

Head