Normative Instruction BCB No. 775 on the Operational Nature of Receipt and Redirection of Book-Entry Duplicate Information and Prioritization Criteria

The Head of the Financial System Regulation Department (Denor), using the authority granted by Article 23, item I, letter “a”, of the Internal Regulations of the Central Bank of Brazil, annexed to Resolution BCB No. 340, of September 21, 2023, and considering the provisions of Articles 12-A and 41 of Resolution BCB No. 339, of August 24, 2023,

R E S O L V E S:

Article 1. This Normative Instruction provides for the operational nature of the receipt, through the book-entry duplicate registration or centralized deposit systems, and of the redirection to the bookkeeper of the information sent by financing agents regarding the contracts referred to in the caput of Article 12-A of Resolution BCB No. 339, of August 24, 2023, during the period provided for in § 4 of said article, as well as regarding the prioritization criteria for applying the effects of these contracts to the drawer's duplicate agendas.

Article 2. During the ten-business-day period provided for in § 4 of Article 12-A of Resolution BCB No. 339, of 2023, the registration or centralized deposit systems will receive the information sent by financing agents and redirect it to the bookkeeper contracted by the drawer, in accordance with § 1 of the same article.

Sole Paragraph. The receipt and redirection referred to in the caput are of an exclusively operational nature and do not constitute an act of registration, centralized deposit, creation of encumbrances or liens, prenotation, reservation of priority, or any other act intended to establish an order of preference among competing contracts.

Article 3. The date and time of receipt of the information referred to in Article 2 do not constitute a priority criterion for applying the effects of commercial receivables negotiation contracts to the drawer's duplicate agendas.

Article 4. For the purposes of § 3 of Article 12-A of Resolution BCB No. 339, of 2023, the entities operating the bookkeeping, registration, and centralized deposit systems must consider, in ordering the application of the effects of the contracts received within the period provided for in § 4 of said article, the date of the publicity originally granted by prior registration in a Public Registry, in a registration entity, or in a central depository.

§ 1. In the absence of previously constituted publicity, the entities referred to in the caput may adopt other criteria for ordering the application of the effects of the contracts, provided that:

I - they preserve the antecedence of preexisting legal relations;

II - they are supported by objective and auditable elements; and

III - they observe the provisions of Article 3 of this Normative Instruction.

§ 2. The criteria and procedures referred to in this article must be formalized in the convention mentioned in Article 30 of Resolution BCB No. 339, of 2023, and their definition may be preceded by consultation with national-level entities representing financing agents.

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

MARDILSON FERNANDES QUEIRÓZ

NOTE 819/2026 – BCB/DENOR, OF SEPTEMBER 11, 2026

Supports the proposal for the issuance of a Normative Instruction that provides for the operational nature of the receipt, through the book-entry duplicate registration or centralized deposit systems, and of the redirection to the bookkeeper of the information sent by financing agents regarding the contracts, referred to in the caput of Article 12-A of Resolution BCB No. 339, of August 24, 2023, during the period provided for in § 4 of said article, as well as regarding the prioritization criteria for applying the effects of these contracts to the drawer's duplicate agendas.

Dear Head of Denor,

1. This Note aims to support the proposal for the issuance of a normative instruction that provides for the operational nature of the receipt, through the book-entry duplicate registration or centralized deposit systems, and of the redirection to the bookkeeper of the information sent by financing agents regarding the contracts, referred to in the caput of Article 12-A of Resolution BCB No. 339, of August 24, 2023, during the period provided for in § 4 of said article, as well as regarding the prioritization criteria for applying the effects of these contracts to the drawer's duplicate agendas.

2. The need to issue the normative instruction arises from doubts raised by market participants regarding the role played by the registration and centralized deposit systems during the ten-business-day window for receiving contracts, provided for in § 4 of Article 12-A of Resolution BCB No. 339, of 2023.

3. These doubts gave rise to different interpretations regarding the factors that should be considered to define priority among competing contracts that produce effects on future book-entry duplicates of the drawer. In particular, controversies arose regarding the possibility that the date and time of receipt of information by the registration or centralized deposit systems during the ten-business-day window constitute a determining element for the prioritization of contracts, in apparent connection with the criteria provided for in § 3 of Article 12-A of Resolution BCB No. 339, of 2023.

4. A proper understanding of the issue requires considering the procedure for the start of the bookkeeper's operation with a specific drawer. This procedure is conducted individually for each drawer and is divided into two distinct stages. In the first stage, which lasts ten business days, the bookkeeper announces its operational readiness and receives, through the registration or deposit systems, information about the drawer's past contracts that may produce effects on future book-entry duplicates.

5. After this period ends, a second stage begins, focused on the cleaning and operational organization of the received information, involving communication to the drawer, obtaining documentation for reconciliation purposes, handling any disputes, adapting the information to the system's parametrization logic for book-entry duplicates, and applying the effects of the contracts to the drawer's agendas, in accordance with the priority criteria provided for in the current legislation.

6. In this context, the text of § 1 of Article 12-A of Resolution BCB No. 339, of 2023, itself reveals the function assigned to the registration and centralized deposit systems during the first stage of the process. By providing that these systems must receive the information forwarded by financing agents and subsequently redirect it to the bookkeeper responsible for the drawer, the cited Resolution confers upon them an eminently operational role of receiving and redirecting information necessary for the execution of activities that will be developed subsequently in the second stage mentioned.

7. The systematic interpretation of said Article 12-A reinforces this conclusion. The activities related to the reconciliation of received information, the handling of any disputes, the operational organization of the received contracts, and the application of their effects to the drawer's agendas only develop after the end of the information reception period. These are measures proper to the second stage of the bookkeeper's operation procedure with the drawer; therefore, it is not compatible with the regulatory logic to attribute priority effects to the mere operational reception of information during the initial stage.

8. Given this scenario, the normative instruction proposal clarifies that, during the ten-business-day period provided for in § 4 of Article 12-A of Resolution BCB No. 339, of 2023, the registration and centralized deposit systems receive the information forwarded by financing agents and redirect it to the bookkeeper contracted by the drawer. This action is of an exclusively operational nature and does not constitute an act of registration, centralized deposit, creation of encumbrances or liens, prenotation, reservation of priority, or any other act capable of establishing an order of preference among competing contracts.

9. As a logical consequence of this understanding, the normative instruction proposal also clarifies that the date and time of receipt of information by the registration or centralized deposit systems during the aforementioned ten-business-day period do not constitute a priority criterion for applying the effects of the contracts to the drawer's duplicate agendas. The application of the effects of the contracts to the drawer's agendas must observe the priority criteria provided for in the current legislation, as determined by § 3 of Article 12-A of Resolution BCB No. 339, of 2023.

10. In view of questions raised with this Central Bank by associations representing financiers and institutions operating financial market systems, the normative instruction proposal clarifies that, in the case of contract registration in a Public Registry or registration system, the date of the publicity originally granted by such act is to be considered for the purpose of prioritizing these instruments.

11. In the event of the absence of such registration, the proposal provides that registration entities and central depositories may adopt other criteria for the prioritization of contracts, provided that they are provided for in current legislation and comply cumulatively with the following requirements: preserve the antecedence of the established legal relationship; possess objective and auditable elements; and disregard the date and time of contract registration as a priority criterion.

12. Furthermore, according to the text, such criteria must be included in a convention, as one of the aspects provided for in Article 30, § 1, of Resolution BCB No. 339, of 2023, as a way to confer security and transparency to financing agents and drawers regarding their rights arising from the aforementioned negotiation contracts. In this process, the parties to the convention, in defining these criteria, may consult national-level entities representing financing agents.

13. It is important to highlight that this measure has a purely interpretative character and aims to clarify the commands of Resolution BCB No. 339, of 2023, seeking to ensure uniform interpretation regarding the nature of the receipt and redirection of information during the period provided for in § 4 of Article 12-A of said Resolution, reduce operational controversies among participants in the book-entry duplicate ecosystem, and preserve the proper implementation of the model provided for the issuance and negotiation of book-entry duplicates. Furthermore, the proposal does not innovate in the legal order nor establish an autonomous priority criterion.

14. Regarding the obligation to conduct a Regulatory Impact Analysis (RIA), it should be noted that, by virtue of Article 5 of Law No. 13.874, of September 20, 2019, proposals for the issuance and alteration of normative acts of general interest to economic agents or users of provided services, issued by a body or entity of the federal public administration, including autarchies and public foundations, will be preceded by the performance of an RIA, which will contain information and data on the possible effects of the normative act to verify the reasonableness of its economic impact.

15. Meanwhile, Decree No. 10.411, of June 30, 2020, which regulates Law No. 13.874, of September 20, 2019, provides, in its Article 4, item V, letter “b”, that the RIA may be waived in the case of a normative act that aims to preserve liquidity, solvency, or soundness of the financial, capital, and foreign exchange markets and payment systems, provided there is a reasoned decision by the competent body or entity.

16. Thus, since it is a measure intended to preserve the soundness and solvency of the credit market involving the use of duplicates, this proposal is exempt from the preparation of an RIA.

For your consideration.

FELIPE DE OLIVIO DERZI PINHEIRO

Deputy Chief

Agreed.

MARDILSON FERNANDES QUEIRÓZ

Department Head