Resolution No. 225

RESOLUTION

BCB NO. 225, OF APRIL 13, 2022

Provides for the authorization to exercise the function of trustee in the issuance of Guaranteed Real Estate Notes (LIG), on the procedures and information necessary for the deposit of LIG and for the registration or deposit of the assets comprising the asset portfolio, and on the provision of information to investors by LIG-issuing institutions.

The Collegiate Board of the Central Bank of Brazil, in a session held on April 13, 2022, based on arts. 9 of Law No. 4,595, of December 31, 1964, 22 and 28 of Law No. 12,810, of May 15, 2013, and 79 and 82 of Law No. 13,097, of January 19, 2015, and having in view the provisions of arts. 60, 61 and 76, § 3 of Resolution CMN No. 5,001, of March 24, 2022,

RESOLVES:

CHAPTER I

OBJECT

Art. 1 This Resolution provides for the following aspects related to the Guaranteed Real Estate Note (LIG):

I - the authorization to exercise the function of trustee in LIG issuance, as provided for in art. 79 of Law No. 13,097, of January 19, 2015, and the procedures for instructing the authorization process for the exercise of this function by real estate credit securitization companies, as well as its cancellation;

II - the procedures and informational content related to the centralized deposit of LIG and to the registration or centralized deposit of the assets comprising the asset portfolio in registration and centralized deposit systems of financial assets authorized by the Central Bank of Brazil, operated by registrars and central depositories;

III - the minimum set of information that LIG-issuing institutions must provide to investors through the specific report referred to in art. 76 of Resolution CMN No. 5,001, of March 24, 2022.

CHAPTER II

AUTHORIZATION FOR THE FUNCTION OF TRUSTEE IN LIG ISSUANCE

Art. 2 Securities brokerage companies and securities distribution companies are authorized to exercise the function of trustee in accordance with the provisions of Resolution CMN No. 5,001, of 2022.

Art. 3 The request for authorization to exercise the function of trustee in accordance with the provisions of Resolution CMN No. 5,001, of 2022, by a real estate credit securitization company, must be submitted by means of a request to the Central Bank of Brazil, accompanied by the following documentation:

I - updated articles of association, providing for the exercise of the activity of administration of third-party assets and property;

II - registration of the entity, or of an institution part of the prudential conglomerate to which it belongs, if applicable, as an administrator of securities portfolios at the Securities and Exchange Commission (CVM);

III - balance sheet, audited by an independent auditor registered with the Securities and Exchange Commission, relating to the last closed fiscal year;

IV - identification of the members of the control group, with their respective shareholdings;

V - indication of the director responsible for the LIG issuance operation, as referred to in art. 5 of Resolution CMN No. 5,001, of 2022;

VI - declaration, signed by the controllers, regarding the non-existence of restrictions that may affect their reputation, applying, where applicable, the requirements established in the regulation that disciplines the processes for authorization to operate financial institutions and other institutions authorized to operate by the Central Bank of Brazil;

VII - authorization, signed by all members of the control group, to the Central Bank of Brazil, for access to information contained in public or private registration systems, including administrative or judicial processes or procedures, of any nature, for the purpose of verifying the requirement set forth in item VI;

VIII - declaration, signed by an LIG-issuing institution, regarding the intention to hire the applicant as a trustee, attesting to the non-existence of the restrictions referred to in art. 62 of Resolution CMN No. 5,001, of 2022.

Sole Paragraph. The provisions of items VI and VII do not apply to securitization companies whose control is held by institutions authorized to operate by the Central Bank of Brazil.

Art. 4 The Central Bank of Brazil may, during the analysis of the authorization request referred to in art. 3, adopt the following measures:

I - request, in a reasoned manner, any additional documents and information deemed necessary for the decision regarding the request, including from authorities abroad; and

II - summon the controllers and administrators for clarifications and provision of additional information.

Art. 5 The Central Bank of Brazil may deny the authorization request referred to in art. 3, if the requirements established in the applicable regulation are not met, or if it verifies:

I - circumstances that may affect the reputation of the members of the control group; or

II - falsity or discrepancy in the declarations or documents presented in the instruction of the process.

Sole Paragraph. In the cases referred to in the main text, the Central Bank of Brazil will grant a deadline for interested parties to manifest themselves.

Art. 6 The Central Bank of Brazil may archive the authorization requests referred to in art. 3 when requests for presentation of additional documents, provision of information, and appearance for clarifications are not met within the deadline set by it.

Art. 7 The process will be considered regularly instructed only when all necessary documentation, including any additional information requested, has been fully presented to the Central Bank of Brazil.

Art. 8 The Central Bank of Brazil will communicate to the real estate credit securitization company the result of the analysis of the authorization request referred to in art. 3, including the motivation, in case of denial.

Art. 9 The transfer of corporate control of the real estate credit securitization company and the substitution of the director designated in the manner of art. 3, item V, must be communicated to the Central Bank of Brazil within fifteen days from the date of the respective act, deliberation, or event.

§ 1 In cases of transfer of corporate control, the communication referred to in the main text must be accompanied by the documentation provided for in items VI and VII of art. 3.

§ 2 The provisions of this article also apply to any direct or indirect change in the control group that may imply a change in the effective direction of the institution's business, resulting from:

I - shareholder or quota holder agreements;

II - inheritance and acts of disposition of will, such as donation, advance of legitime, and constitution of usufruct; or

III - act, isolated or in conjunction, by any person, natural or legal, or group of persons representing a common interest.

Art. 10 The Central Bank of Brazil, prior to the cancellation referred to in art. 61, sole paragraph, of Resolution CMN No. 5,001, of 2022, will institute an administrative process, notifying the real estate credit securitization company to manifest itself.

Art. 11 The cancellation of the authorization referred to in this Chapter at the request of the real estate credit securitization company is conditioned upon its effective removal or substitution from the function of trustee, in accordance with Resolution CMN No. 5,001, of 2022.

Art. 12 The models of documents for instructing the processes referred to in this Chapter must be contained in the Manual of Organization of the Financial System (Sisorf).

CHAPTER III

REGISTRATION AND DEPOSIT OF LIG AND ASSET PORTFOLIO

Art. 13 The constitutive registration of LIG in a central depository must contain the information required in art. 17 of Resolution CMN No. 5,001, of 2022, observed that:

I - the asset portfolio of the LIG must be identified by a specific code and linked to the LIGs guaranteed by it;

II - the LIG Issuance Term must be registered by including the corresponding electronic file; and

III - the establishment of the fiduciary regime over the asset portfolio must be carried out in a standardized text field, containing, at a minimum, information that meets the requirements of art. 69 of Law No. 13,097, of 2015.

§ 1 For the purposes of registering the information provided for in art. 17, § 1, items XIV to XVIII, of Resolution CMN No. 5,001, of 2022, reference to the LIG Issuance Term is admitted in the specific fields.

§ 2 The making of alterations in the registration of the LIG Issuance Term by the issuing institution requires prior consent of the trustee.

§ 3 The registration referred to in the main text must contain, at a minimum, the following information regarding the assets comprising the asset portfolio:

I - regarding real estate credits:

a) title denomination;

b) debtor identification;

c) date of title formalization;

d) maturity date;

e) balance or updated nominal value;

f) form of remuneration and monetary update;

g) form and periodicity of amortization;

h) guarantee modality;

i) type of operation, according to items I to IV of the main text of art. 20 of Resolution CMN No. 5,001, of 2022;

j) contract code in the Credit Information System (SCR);

k) modality and submodality codes in the SCR; and

l) Standardized Credit Operation Identifier (IPOC);

II - regarding titles issued by the National Treasury:

a) the title denomination;

b) the identification code in the Special Settlement and Custody System (Selic);

c) the ISIN code (international coding of public titles); and

d) the updated nominal value;

III - regarding derivative instruments:

a) the contract denomination;

b) the contract identification code;

c) counterparty identification;

d) description of guarantees, if any;

e) maturity date;

f) notional value of the contract; and

g) updated nominal value of the contract; and

IV - regarding financial availability, the identification of accounts and respective values.

Art. 14 The deposit or registration of the assets comprising the asset portfolio of the LIG referred to in art. 18, § 1, of Resolution CMN No. 5,001, of 2022, must be carried out in a manner to:

I - link these assets to the respective portfolio, by means of the specific code referred to in art. 13, item I;

II - contain, at a minimum, the information referred to in § 3 of art. 13; and

III - establish the allocation of each asset for the purposes of guaranteeing the LIG.

§ 1 The format of the information regarding the registration or deposit of real estate credit operations must be compatible with the format of those sent to the SCR, even if this information is not provided to this system in an individualized manner.

§ 2 The information of the assets comprising the asset portfolio subject to registration must be updated until the eighth business day of each month.

Art. 15 The substitution of assets comprising the asset portfolio must be processed by the central depository of the LIG, by double command, transmitted by the issuing institution and by the trustee.

Art. 16 The deposit in Selic of the titles issued by the National Treasury comprising the asset portfolio must be carried out in a specific account destined for the allocation of titles submitted to the fiduciary regime.

Sole Paragraph. The account referred to in the main text must be:

I - managed by the central depository of the LIG;

II - individualized by issuing institution and asset portfolio;

III - segregated from the other accounts of the central depository of the LIG; and

IV - operated only by the central depository of the LIG, in the name of the issuing institution.

Art. 17 The central depository of the LIG must make available to the trustee and to the issuing institution, balances and statements of the LIG and of the assets comprising the asset portfolio, as well as other information and documents necessary for the performance of their functions.

CHAPTER IV

PROVISION OF INFORMATION TO INVESTORS

Art. 18 For the purposes of the provision of information to investors by LIG-issuing institutions, the specific report referred to in art. 76 of Resolution CMN No. 5,001, of 2022, must contain, at a minimum:

I - data regarding the issuing institution and the trustee, indicating their respective corporate name or denomination and registration number in the National Register of Legal Entities (CNPJ);

II - the base date to which it refers;

III - reference to the channels for access to the LIG Issuance Term;

IV - the website on which the issuing institution publishes the Asset Portfolio Statement (DCA), in accordance with current regulation;

V - the detailing of substitutions or reinforcements of assets, as well as of repurchases or early redemptions of LIG, carried out in case of non-compliance with the asset portfolio requirements;

VI - the percentage relationship between the sum of the assets that integrate the asset portfolios and the total asset of the institution, calculated based on the Individual Analytical Balance Sheet, in accordance with current regulation;

VII - the distribution of the assets comprising the asset portfolio by maturity bands, with detailing by type of asset, updated nominal value, and percentage participation in the total value of the asset portfolio;

VIII - the distribution of the LIGs, in terms of updated nominal value and percentage participation in the total nominal value of the LIGs in circulation guaranteed by the asset portfolio, by:

a) maturity bands; and

b) form of remuneration and update;

IX - the notional value of the derivative instruments;

X - the distribution of residential and non-residential real estate credits by value bands, informing, for each band, the total updated nominal value, the percentage participation in the total value of real estate credits, and the quantity of contracts;

XI - the distribution of residential and non-residential real estate credits, in terms of updated nominal value and percentage participation in the total value of real estate credits, by:

a) form of remuneration and update;

b) credit risk classification, according to levels established by current regulation;

c) bands of percentage relationship between the updated nominal value of the operation and the updated value of the guarantee or the production cost of the property, according to the type of operation;

XII - the percentage, by type of operation, of residential and non-residential real estate credits with at least one installment overdue by more than ninety days and not written off as loss;

XIII - the result of the last calculation of Reference Equity, Level I, and Core Capital of the issuing institution or of the prudential conglomerate to which it belongs; and

XIV - detailed clarifications regarding relevant acts or facts that represent or may come to represent a significant change in the situation of the asset portfolio and the LIGs guaranteed by it, disclosed in accordance with art. 79 of Resolution CMN No. 5,001, of 2022, if applicable.

Sole Paragraph. The maturity bands, value bands, and percentage relationship bands provided for in items VII, VIII, letter "a", X, and XI, letter "c", of the main text must be established by the LIG-issuing institution.

CHAPTER V

FINAL PROVISIONS

Art. 19 The following are revoked:

I - Circular No. 3,872, of December 21, 2017;

II - Circular No. 3,891, of March 28, 2018; and

III - Circular No. 3,895, of May 4, 2018.

Art. 20 This Resolution enters into force on May 2, 2022.

Otávio
Ribeiro Damaso
Director of Regulation