Resolution BCB No. 168 — Accounting Criteria for Prudential Consolidated Documents

RESOLUTION BCB NO. 168, OF DECEMBER 1, 2021

Dispenses with the accounting criteria applicable to payment institutions authorized to operate by the Central Bank of Brazil in the preparation of the prudential conglomerate's consolidated accounting documents and on the operational procedures for the preparation of these documents by financial institutions and payment institutions.

Dispenses with the accounting criteria applicable to payment institutions, securities brokerage companies, securities distribution companies, and foreign exchange brokerage companies authorized to operate by the Central Bank of Brazil in the preparation of the prudential conglomerate's consolidated accounting documents and on the operational procedures for the preparation of these documents by financial institutions and payment institutions. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

Dispenses with the accounting criteria applicable to institutions required to use the Accounting Standard of Institutions Regulated by the Central Bank of Brazil – Cosif by virtue of Resolution BCB No. 92, of May 6, 2021, in the preparation of the prudential conglomerate's consolidated accounting documents and on the operational procedures for the preparation of these documents by financial institutions and other institutions authorized to operate by the Central Bank of Brazil. (Wording given by Resolution BCB No. 553, of 3/3/2026.)

The Collegiate Board of the Central Bank of Brazil, in a session held on December 1, 2021, based on arts. 9 of Law No. 4.595, of December 31, 1964, 9, item II, and 15 of Law No. 12.865, of October 9, 2013, and 15 of Resolution CMN No. 4.950, of September 30, 2021, and having in view the provisions of art. 61 of Law No. 11.941, of May 27, 2009,

R E S O L V E S:

TITLE I
PRELIMINARY PROVISIONS

SINGLE CHAPTER
ON THE OBJECT AND SCOPE OF APPLICATION

Art. 1. This Resolution dispenses with:

I - the accounting criteria applicable to payment institutions authorized to operate by the Central Bank of Brazil in the preparation of the prudential conglomerate's consolidated accounting documents; and

I - the accounting criteria applicable to institutions authorized to operate by the Central Bank of Brazil listed below in the preparation of the prudential conglomerate's consolidated accounting documents: (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

I - the accounting criteria applicable to institutions required to use the Accounting Standard of Institutions Regulated by the Central Bank of Brazil – Cosif in accordance with art. 1, caput, item I, of Resolution BCB No. 92, of May 6, 2021, in the preparation of the prudential conglomerate's consolidated accounting documents; and (Wording given by Resolution BCB No. 553, of 3/3/2026.)

a) payment institutions; (Included, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

a) (Revoked by Resolution BCB No. 553, of 3/3/2026.)

b) securities brokerage companies; (Included, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

b) (Revoked by Resolution BCB No. 553, of 3/3/2026.)

c) securities distribution companies; and (Included, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

c) (Revoked by Resolution BCB No. 553, of 3/3/2026.)

d) foreign exchange brokerage companies; and (Included, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

d) (Revoked by Resolution BCB No. 553, of 3/3/2026.)

II - the operational procedures applicable to financial institutions and other institutions authorized to operate by the Central Bank of Brazil in the preparation of the prudential conglomerate's consolidated accounting documents.

Sole paragraph. The provisions of this Resolution do not apply:

I - to consortium administrators; and

II - to credit cooperatives.

TITLE II
ON THE ACCOUNTING CRITERIA APPLICABLE TO PAYMENT INSTITUTIONS IN THE PREPARATION OF THE PRUDENTIAL CONGLOMERATE'S CONSOLIDATED ACCOUNTING DOCUMENTS

TITLE II
ON THE ACCOUNTING CRITERIA APPLICABLE TO PAYMENT INSTITUTIONS, SECURITIES BROKERAGE COMPANIES, SECURITIES DISTRIBUTION COMPANIES, AND FOREIGN EXCHANGE BROKERAGE COMPANIES IN THE PREPARATION OF THE PRUDENTIAL CONGLOMERATE'S CONSOLIDATED ACCOUNTING DOCUMENTS

(Title altered, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

TITLE II
ON THE ACCOUNTING CRITERIA APPLICABLE TO INSTITUTIONS REQUIRED TO USE COSIF BY VIRTUE OF RESOLUTION BCB NO. 92, OF MAY 6, 2021, IN THE PREPARATION OF THE PRUDENTIAL CONGLOMERATE'S CONSOLIDATED ACCOUNTING DOCUMENTS

(Title altered by Resolution BCB No. 553, of 3/3/2026.)

CHAPTER I
ON THE PRUDENTIAL CONGLOMERATE

Art. 2. The prudential conglomerate is the group integrated by the following entities:

I - a payment institution that holds control over one or more entities cited in item II; and

I - an institution mentioned in item I of the caput of art. 1 that holds control over one or more entities cited in item II; and (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

II - controlled entities, directly or indirectly, in the country or abroad, by the institution mentioned in item I, which are:

a) financial institutions;

b) other institutions authorized to operate by the Central Bank of Brazil;

c) payment institutions not authorized to operate by the Central Bank of Brazil;

d) entities that carry out the acquisition of credit operations, including real estate, or credit rights, such as factoring companies, securitization companies, and special purpose entities;

e) other legal entities whose corporate purpose is exclusively the equity participation in the entities mentioned in items “a” to “d”; and

f) investment funds.

§ 1. For the purposes of item I of the caput, the existence of control is characterized:

I - in the case of investment funds, in situations where the investing institution:

a) is exposed to, or has rights to, variable returns arising from its involvement with the invested fund and has the ability to affect those returns through its power over the respective fund; or

b) assumes or retains substantially, in any form, risks and benefits; and

II - in the case of the other entities mentioned in the caput, in situations where the investing institution:

a) is exposed to, or has rights to, variable returns arising from its involvement with the investee and has the ability to affect those returns through its power over the investee;

b) holds, directly or indirectly, alone or jointly with other partners, including due to the existence of voting agreements, partner rights that ensure it predominance in social deliberations or the power to elect or dismiss the majority of administrators; or

c) controls the invested entity through common administration or management or through market activity under the same brand or trade name.

§ 2. The institution referred to in item I of the caput is the leading institution of the prudential conglomerate.

§ 3. In the case referred to in § 1, item II, item “c”, the definition of the controlling entity must be:

I - based on consistent criteria; and

II - reported to the Central Bank of Brazil.

§ 4. The following do not integrate the prudential conglomerate:

I - the entities referred to in item II of the caput:

a) that are jointly controlled, evaluated according to specific regulation; or

b) that are in judicial or extrajudicial liquidation regime; and

II - business companies controlled, directly or indirectly, by the institutions referred to in the caput, specifically constituted for the realization of innovative projects within the scope of the Controlled Environment for Financial and Payment Innovations (Regulatory Sandbox).

Art. 3. The Central Bank of Brazil may determine the inclusion or exclusion of entities in the prudential conglomerate, with the objective of avoiding distortions in the qualitative and quantitative representation of consolidated equity.

Art. 4. The Central Bank of Brazil may determine the alteration of the leading institution of the prudential conglomerate, if an inadequate definition is found.

CHAPTER II
ON THE CONSOLIDATED ACCOUNTING DOCUMENTS
OF THE PRUDENTIAL CONGLOMERATE

Section IGeneral Provisions

Art. 5. Payment institutions leading a prudential conglomerate must prepare and send to the Central Bank of Brazil the prudential conglomerate's consolidated accounting documents, as defined in specific regulation dealing with the preparation and submission of accounting documents to the Central Bank of Brazil by financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

Art. 5. The institutions mentioned in item I of the caput of art. 1 leading a prudential conglomerate must prepare and send to the Central Bank of Brazil the prudential conglomerate's consolidated accounting documents, as defined in specific regulation dealing with the preparation and submission of accounting documents to the Central Bank of Brazil by financial institutions and other institutions authorized to operate by the Central Bank of Brazil. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

§ 1. For the purposes of consolidation of the prudential conglomerate, the following must be used:

I - the financial statements of the controlled entities relating to the same base date as the statements of the controlling institution, at the stage immediately prior to the distribution of results;

II - the criteria, procedures, and accounting policies embodied in the Accounting Standard of Institutions Regulated by the Central Bank of Brazil (Cosif); and

III - the appropriate techniques that enable the calculation of accounting information from two or more entities, according to consolidation procedures for financial statements defined by the Central Bank of Brazil.

§ 2. The use of financial statements of the controlled entities mentioned in items “d” to “f” of item II of the caput of art. 2 with a base date distinct from that of the controlling institution is permitted, provided that:

I - it is impracticable to obtain the accounting information of the controlled entity on the same base date as the financial statements of the controlling institution;

II - the most recent financial statement of the controlled entity is used, allowing a difference of, at most, two months from the base date of the controlling institution's trial balance or balance sheet; and

III - the effects of any significant transactions or other events occurring between the different dates are recognized.

Art. 6. The consolidated accounting documents must encompass, on each base date, the totality of the controlled entities in accordance with this Resolution, considering those included in the period and disregarding those excluded.

Sole paragraph. The controlled entity must be consolidated from the date the controlling entity acquired control until the date control ceases.

Art. 7. The financial statements of the entities comprising the prudential conglomerate must be adjusted, on each base date, so that, in the evaluation and recognition of assets, liabilities, revenues, and expenses of these entities, as well as in the information recorded in clearing accounts, the same criteria, procedures, and accounting policies used by the controlling institution embodied in Cosif are applied.

§ 1. The adjustments referred to in the caput must allow the evaluation and recognition of assets, liabilities, revenues, and expenses of entities not regulated by the Central Bank of Brazil to reflect the provisions of the regulation concerning Cosif.

§ 2. The provisions of the caput do not apply to the participation in affiliated, controlled, and jointly controlled entities held by the entities mentioned in art. 2, item II, item “f”, provided that the following conditions are met:

I - the resources of the entity mentioned in art. 2, item II, item “f”, are obtained from one or more investors with the intent to provide these investors with investment management services;

II - the commercial purpose of the entity mentioned in art. 2, item II, item “f”, is to invest resources exclusively for returns from capital appreciation, investment income, or both;

III - the investment in the aforementioned participation in affiliated, controlled, and jointly controlled entities is evaluated based on fair value; and

IV - the aforementioned participation is not in an affiliated, controlled, or jointly controlled entity covered by item II of art. 2.

Art. 8. The payment institution leading a prudential conglomerate integrated by entities controlled abroad must, preliminarily to consolidation, observing the accounting procedures established in specific regulation:

Art. 8. The institution mentioned in item I of the caput of art. 1 leading a prudential conglomerate integrated by entities controlled abroad must, preliminarily to consolidation, observing the accounting procedures established in specific regulation: (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

I - designate the functional currency of each controlled entity abroad;

II - convert transactions in foreign currency to the functional currency designated by the controlled entity; and

III - convert the financial statements of the controlled entity abroad from the functional currency to the national currency, if the functional currency of the controlled entity is different from the national currency.

Art. 9. The Central Bank of Brazil may determine the alteration of the functional currency of controlled entities abroad, if an inadequate definition of this currency is found.

Art. 10. The payment institution leading a prudential conglomerate must reclassify, in the prudential conglomerate's consolidated accounting documents, to the appropriate intangible asset account, the goodwill by expectation of future profitability (goodwill) regarding the investee recognized in the individual balance sheet of the investor.

Art. 10. The institution mentioned in item I of the caput of art. 1 leading a prudential conglomerate must reclassify, in the prudential conglomerate's consolidated accounting documents, to the appropriate intangible asset account, the goodwill by expectation of future profitability (goodwill) regarding the investee recognized in the individual balance sheet of the investor. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

Section IINon-Controlling Interests

Art. 11. The payment institution leading a prudential conglomerate must measure the non-controlling interest, proportionally to this participation, at the date of obtaining control of the investee, at the fair value of the identifiable net assets of the controlled entity, as defined in specific regulation.

Art. 11. The institution mentioned in item I of the caput of art. 1 leading a prudential conglomerate must measure the non-controlling interest, proportionally to this participation, at the date of obtaining control of the investee, at the fair value of the identifiable net assets of the controlled entity, as defined in specific regulation. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

Sole paragraph. For the purposes of the caput, non-controlling interest is considered the portion of the controlled entity's capital not attributable, directly or indirectly, to the controlling entity.

Art. 12. The payment institution leading a prudential conglomerate, in the case of alteration in the proportion held by non-controlling interests, without loss of control, must:

Art. 12. The institution mentioned in item I of the caput of art. 1 leading a prudential conglomerate, in the case of alteration in the proportion held by non-controlling interests, without loss of control, must: (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

I - adjust the accounting values of its participation and the non-controlling interest to reflect changes in their relative participations in the controlled entity; and

II - recognize, in the equity attributable to the controlling entity's owners, the differences between the value by which the non-controlling interests are adjusted and the fair value of the consideration paid or received.

Art. 13. The payment institution leading a prudential conglomerate must recognize, in the prudential conglomerate's consolidated accounting documents, the non-controlling interest in a segregated manner in the equity.

Art. 13. The institution mentioned in item I of the caput of art. 1 leading a prudential conglomerate must recognize, in the prudential conglomerate's consolidated accounting documents, the non-controlling interest in a segregated manner in the equity. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

Sole paragraph. The institution referred to in the caput must allocate the portions of profits, losses, each component of other comprehensive income, and total comprehensive income proportionally to the controlling entity's owners and the non-controlling interests.

Section IIIOn the Disclosure of the Prudential Conglomerate's Consolidated Financial Statements

Art. 14. It is optional for the payment institution leading a prudential conglomerate to disclose the Prudential Conglomerate's Financial Statements provided that they are:

Art. 14. It is optional for the institution mentioned in item I of the caput of art. 1 leading a prudential conglomerate to disclose the Prudential Conglomerate's Financial Statements provided that they are: (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

I - prepared and disclosed as follows, according to specific regulation:

a) Balance Sheet;

b) Income Statement;

c) Statement of Comprehensive Income;

d) Statement of Cash Flows; and

e) Statement of Changes in Equity;

II - identified by the name defined in the caput, in a prominent manner; and

III - accompanied by the respective explanatory notes and the independent auditor's report, according to specific regulation.

Sole paragraph. The provisions of art. 11 of Resolution BCB No. 2, of August 12, 2020, do not apply to the financial statements referred to in the caput.

CHAPTER II-A
ON THE SUB-PRUDENTIAL CONGLOMERATE

(Chapter II-A included, from 1/1/2026, by Resolution BCB No. 483, of 6/11/2025.)

Art. 14-A. The sub-prudential conglomerate is formed by the leading institution of the prudential conglomerate and by the other entities comprising the prudential conglomerate that: (Included, from 1/1/2026, by Resolution BCB No. 483, of 6/11/2025.)

I - are constituted in the country; and (Included, from 1/1/2026, by Resolution BCB No. 483, of 6/11/2025.)

II - do not have impediments, current or anticipated, to the timely transfer of resources to the other entities of the sub-conglomerate. (Included, from 1/1/2026, by Resolution BCB No. 483, of 6/11/2025.)

Sole paragraph. For the purposes of the caput, agencies abroad of the entities comprising the sub-prudential conglomerate must not be included. (Included, from 1/1/2026, by Resolution BCB No. 483, of 6/11/2025.)

Art. 14-B. In the preparation of the consolidated accounting information of the sub-prudential conglomerate, the institutions referred to in art. 1, caput, item I, must, when applicable, observe the criteria and accounting consolidation procedures established in Title II, Chapter II, Sections I and II, and in Title III of this Resolution. (Included, from 1/1/2026, by Resolution BCB No. 483, of 6/11/2025.)

TITLE III
ON THE OPERATIONAL PROCEDURES FOR PREPARING THE PRUDENTIAL CONGLOMERATE APPLICABLE TO FINANCIAL INSTITUTIONS AND OTHER INSTITUTIONS AUTHORIZED TO OPERATE BY THE CENTRAL BANK OF BRAZIL

CHAPTER I
ON CONSOLIDATION TECHNIQUES

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Art. 15. Financial institutions and other institutions authorized to operate by the Central Bank of Brazil that are leaders of a prudential conglomerate must, when preparing the accounting document of the prudential conglomerate:

I - combine, line by line, assets, liabilities, equity, revenues, and expenses;

II - eliminate the asset recognized by the holding company corresponding to the respective equity interest, determined directly or indirectly among the entities comprising the prudential conglomerate; and

III - eliminate intra-group assets, liabilities, equity, revenues, and expenses, in the case of transactions conducted between institutions comprising the prudential conglomerate.

§ 1º Information recorded in clearing accounts must be adjusted to reflect the provisions of the caput.

§ 2º In applying the provisions of item I of the caput, changes to the accounting criteria, procedures, and policies applicable in the preparation of the financial statements of individual entities are prohibited, except those resulting from:

I - the application of adjustments referred to in Article 7 of this Resolution and Article 6 of CMN Resolution No. 4,950, of September 30, 2021;

II - reclassification:

a) referred to in § 3º, item VI; and

b) of balances to titles of the same accounting group, without alteration in the measurement of the item, with the objective of avoiding distortions in the qualitative representation of consolidated equity; and

III - the designation of hedge accounting in the consolidated accounting documents of the prudential conglomerate, provided that the institution leading the conglomerate:

a) observes the current hedge accounting standards, insofar as applicable;

b) proves that:

1. the management of the risk object of hedge is carried out on a consolidated basis;

2. the risk object of hedge was transferred to an institution not part of the prudential conglomerate; and

3. the cost of performing the hedge at the individual level substantially exceeds the cost of doing so on a consolidated basis; and

c) discloses the effects of this change in explanatory notes, if the institution discloses the financial statements of the prudential conglomerate.

§ 3º In applying the provisions of item II of the caput, the following procedures must be observed:

I - elimination of dividends declared between entities comprising the accounting document;

II - elimination of any provision for impairment loss allocated to the book value of the equity interest in the holding company corresponding to the balance of assets and liabilities that gave rise to the recognition of the provision;

III - elimination of any reciprocal interests;

IV - reclassification, to the appropriate accounts representing assets and liabilities, of the following values eventually recognized in the holding company's assets, as provided in the current applicable regulation:

a) the difference between the fair value and the book value of the investee's assets and liabilities;

b) identifiable assets and assumed liabilities measurable with reliability, not recorded in the investee's accounting at the base date of the transaction; and

c) goodwill (future profitability expectation);

V - reclassification of the portion corresponding to tax charges resulting from unrealized profits, related to transactions conducted between entities comprising the prudential conglomerate, from the net profit or loss of the period to the appropriate asset or liability account;

VI - reclassification to a separate equity account, until the write-off of the investment, of exchange variations arising from monetary items that integrate the net investment of the institution abroad that uses a functional currency different from the national currency; and

VII - presentation of non-controlling interests, separately, in the consolidated accounting documents.

§ 4º In applying the provisions of item III of the caput, the following procedures must be observed:

I - elimination of balances of any accounts, represented in the assets of one entity, corresponding to the respective balances represented in the statements of the other; and

II - elimination of unrealized profits included in the assets of one entity, corresponding to the respective result of the fiscal year or equity of the other.

CHAPTER II
GENERAL PROVISIONS

Art. 16. The leader of a prudential conglomerate that chooses to disclose the Prudential Conglomerate Financial Statements as provided for in Article 14 of this Resolution and Article 13 of CMN Resolution No. 4,950, of 2021, must submit these Statements to the Central Bank of Brazil, in accordance with current regulation, within the following deadlines:

I - up to sixty days from the base date, for statements relating to periods ending on June 30; and

II - up to ninety days from the base date, for statements relating to periods ending on December 31.

Art. 17. Financial institutions and other institutions authorized to operate by the Central Bank of Brazil that do not comprise a prudential conglomerate must inform this status to the Central Bank of Brazil in the manner defined by it.

TITLE IV
FINAL PROVISIONS

SINGLE CHAPTER
GENERAL PROVISIONS

Art. 18. The Central Bank of Brazil may determine reclassifications among the equity, income, and clearing accounts of the consolidated financial statements in order to avoid distortions in the representation of the consolidated document of the prudential conglomerate.

Art. 19. Any difference recognized by the holding company, existing on the effective date of this Resolution, between the acquisition cost and the book value of the equity interest, the basis of which was based on a forecast of future results that is not eliminated in consolidation, must, in applying the provisions of Article 15, item II, be presented in a specific account.

Art. 20. The accounting procedures established in this Resolution must be applied prospectively from the date of its entry into force.

Art. 21. Resolution BCB No. 146, of September 28, 2021, shall enter into force with the following alteration:

“Art. 4º Payment institutions authorized to operate by the Central Bank of Brazil that are leaders of a prudential conglomerate, in addition to the accounting documents referred to in Article 2, must prepare and submit to the Central Bank of Brazil the following consolidated documents:

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(NR)

Art. 22.
It is repealed:

I - Circular No. 3,701, of March 13, 2014; and

II - § 2º of Article 16 of Resolution BCB No. 146, of 2021.

Art. 23. This Resolution enters into force on January 1, 2022.

Otávio Ribeiro Damaso
Director of Regulation