RESOLUTION BCB

No. 234, OF JULY 27, 2022

Provisions on the establishment and operation of consortium administrators.

The Collegiate Board of the Central Bank of Brazil, in a session held on July 27, 2022, based on arts. 6 and 7 of Law No. 11,795, of October 8, 2008,

RESOLVES:

CHAPTER I

OBJECT AND SCOPE OF APPLICATION

Art. 1. This Resolution provides for the establishment and operation of consortium administrators.

CHAPTER II

ESTABLISHMENT OF CONSORTIUM ADMINISTRATORS

Art. 2. Consortium administrators must be established in the form of a limited liability company or a corporation.

§ 1. The expression "Consortium Administrator" must necessarily appear in the corporate name of the administrator.

§ 2. The establishment of an administrator in which a natural person appears as the sole partner is prohibited.

§ 3. Administrators established in the form of a limited liability company must provide in their articles of incorporation for the supplementary observance of Law No. 6,404, of December 15, 1976, in accordance with the sole paragraph of art. 1,053 of Law No. 10,406, of January 10, 2002 (Civil Code), including with respect to the retention of profits and the constitution, reversal, and use of reserves.

Art. 3. Consortium administrators must have as their main corporate object the administration of consortium groups.

Sole paragraph. Administrators may perform ancillary activities that observe the following conditions:

I - they are compatible with the administration of consortium groups, thus considered those related to the provision of services to third parties through the sale and placement of quotas of other consortium administrators, the administration of groups of other administrators, and the provision of registration, research, and consulting services to other administrators; and

II - they necessarily appear in the corporate object stated in the bylaws or articles of incorporation.

CHAPTER III

GOVERNANCE POLICY

Art. 4. Consortium administrators must implement a governance policy, approved by the board of directors or, in its absence, by the executive board, aiming to ensure compliance with the legislation and regulations applicable to the Consortium System.

§ 1. The policy referred to in the caput must:

I - define attributes and responsibilities;

II - be adequately documented, keeping the documentation available to the Central Bank of Brazil; and

III - be subject to reviews every two years.

§ 2. For the purposes of the governance policy referred to in the caput:

I - the use of the term "director" is exclusive to persons elected or appointed in the manner of the bylaws or articles of incorporation; and

II - administration must be exercised by at least two administrators.

§ 3. Administrators established in the form of a limited liability company must provide in their articles of incorporation that the term of office of elected or appointed administrators:

I - will be for a fixed term, not exceeding four years, with reappointment permitted; and

II - will extend until the assumption of office by their substitutes.

CHAPTER IV

MINIMUM CAPITAL AND ADJUSTED NET EQUITY STANDARDS

Art. 5. Consortium administrators must permanently observe the following minimum standards of paid-in capital and Adjusted Net Equity:

I - R$400,000.00 (four hundred thousand reais), for the administration of groups referenced in movable assets or services; or

II - R$1,000,000.00 (one million reais), for the administration of groups referenced in real estate.

Sole paragraph. Adjusted Net Equity is obtained by the algebraic sum of net equity and the total balance of creditor income accounts, minus the total balance of debtor income accounts, part of the Accounting Standard of Institutions Regulated by the Central Bank of Brazil (Cosif).

Art. 5. (Revoked by Joint Resolution No. 14, of 3/11/2025.)

Art. 6. The initial capital of consortium administrators must be paid in current currency.

Art. 7. Capital increases of consortium administrators may only be fully paid with:

I - current currency; or

II - resources originating from:

a) accumulated profits;

b) capital reserves;

c) profit reserves; or

d) credits to shareholders as remuneration of capital.

Sole paragraph. Capital increases with the resources mentioned in item II of the caput do not require authorization from the Central Bank of Brazil.

Art. 7-A. Adjusted Net Equity is obtained by the algebraic sum of net equity and the total balance of creditor income accounts, minus the total balance of debtor income accounts, part of the Accounting Standard of Institutions Regulated by the Central Bank of Brazil – Cosif. (Included by Joint Resolution No. 14, of 3/11/2025.)

CHAPTER V

OPERATIONAL LIMITS

Art. 8. Consortium administrators must permanently observe the following operational limits:

I - leverage limit: the sum of the balance of the administrators' liabilities with the balance of consortium group resources, in accordance with current regulations, must correspond to, at most, six times the value of Adjusted Net Equity; and

II - immobilization limit: the amount of resources applied in Permanent Assets must correspond to, at most, one time the value of Adjusted Net Equity.

Sole paragraph. For the purposes of calculating the leverage limit referred to in item I of the caput: (Included by Resolution BCB No. 444, of 12/12/2024.)

I - from the value corresponding to the balance of liabilities, the value related to revenues from administration fees received in advance in accordance with regulations, recognized accountably in the administrator's liabilities, must be subtracted, until December 31, 2027, observing the following percentages and schedule: (Included by Resolution BCB No. 444, of 12/12/2024.)

a) 100% (one hundred percent) of the balance of respective revenues until December 31, 2025; (Included by Resolution BCB No. 444, of 12/12/2024.)

b) 60% (sixty percent) of the balance of respective revenues between January 1, 2026, and December 31, 2026; and (Included by Resolution BCB No. 444, of 12/12/2024.)

c) 30% (thirty percent) of the balance of respective revenues between January 1, 2027, and December 31, 2027; and (Included by Resolution BCB No. 444, of 12/12/2024.)

II - from the value corresponding to Adjusted Net Equity, the value related to any interests held by the consortium administrator in the capital of other companies must be subtracted, starting from January 1, 2026. (Included by Resolution BCB No. 444, of 12/12/2024.)

CHAPTER VI

PREVENTIVE PRUDENTIAL MEASURES

Art. 9. The Central Bank of Brazil, in a discretionary evaluation of the circumstances of each case, with the objective of ensuring the solidity, stability, and regular operation of the Consortium System, may determine the adoption of the following preventive prudential measures, concurrently or successively, present the situations indicated in art. 10:

I - adoption of additional operational controls and procedures;

II - reduction of the risk degree of exposures;

III - observance of more restrictive operational limits;

IV - restoration of liquidity levels;

V - limitation or suspension of:

a) increase in remuneration of administrators;

b) payments of variable remuneration installments of administrators;

c) distribution of results in an amount greater than the minimum legal limits or those defined in its bylaws or articles of incorporation;

d) practice of operational modalities or of certain species of active or passive operations;

e) exploration of new business lines;

f) acquisition of interest, directly or indirectly, in the capital of other companies; and

g) opening of new branches; and

VI - alienation of assets.

Art. 10. The preventive prudential measures referred to in art. 9 are applicable in the occurrence of one of the following situations:

I - non-compliance with the minimum standards of paid-in capital and Adjusted Net Equity required by this Resolution;

II - non-compliance with the leverage and immobilization limits defined in this Resolution;

III - deterioration or perspective of deterioration of the economic-financial situation of the administrator, regardless of non-compliance with the minimum standards of paid-in capital and Adjusted Net Equity or the operational limits established in the regulations;

IV - irregularities verified or deficiencies in internal controls that imply disproportionate, atypical risks, or risks not subject to adequate prevention and mitigation for consortium groups or for the administrator;

V - incompatibility between the structure and operations of the administrator in relation to the goals and commitments assumed in the business plan, when required in the authorization process for operation;

VI - insufficiency of elements to evaluate the economic-financial situation or risks incurred by the administrator, due to deficiencies in the provision of information to the Central Bank of Brazil; and

VII - other situations, at the discretion of the Central Bank of Brazil, that may entail risks to the solidity of the administrator, the regular operation, or the stability of the Consortium System.

Art. 11. Without prejudice to the adoption of the preventive prudential measures provided for in art. 9, the Central Bank of Brazil may summon the legal representatives of the administrator and its controllers to:

I - provide explanations regarding the causes of the situation that warrants the adoption of preventive prudential measures; and

II - present a remediation plan for the solution of the situation that warrants the adoption of preventive prudential measures, indicating quantitative and qualitative goals to be achieved, the consent of all parties involved in the execution of the plan, and the establishment of a schedule for its execution.

Sole paragraph. The plan referred to in item II must be submitted for evaluation and approval by the Central Bank of Brazil, after being approved by the executive board and the board of directors of the administrator, if existing.

Art. 12. The following procedures apply to the provisions of art. 11:

I - the appearance of the legal representatives of the administrator and its controllers must occur within a maximum period of five days from the date of the summons, which may be formalized in a specific term drawn up by the Central Bank of Brazil; and

II - the plan referred to in item II of art. 11 must be:

a) presented to the Central Bank of Brazil within a period not exceeding sixty days, counted from the date of the summons referred to in the previous item; and

b) executed within the period approved by the Central Bank of Brazil, which may not exceed six months, extendable due to relevant reasons, at the discretion of the Central Bank of Brazil, by a maximum equal period.

Art. 13. In situations constituting non-compliance with the minimum standards of paid-in capital and Adjusted Net Equity, the maintenance of a deposit in a linked account, in an amount sufficient for the re-compliance of the administrator, will be admitted.

Sole paragraph. The deposit mentioned in the caput will be:

I - considered for the purposes of calculating the Adjusted Net Equity of the administrator for a maximum period of ninety days;

II - made in cash or in federal public bonds, among those accepted in rediscount operations at the Central Bank of Brazil;

III - maintained in a specific custody account at the Central Bank of Brazil; and

IV - released after prior authorization from the Central Bank of Brazil.

CHAPTER VII

CONCLUSION OF REPRESENTATION CONTRACTS

Art. 14. Consortium administrators may conclude representation contracts exclusively with legal entities for the purposes of subscribing consortium quotas, constituting consortium groups, and attending to consortium members.

Art. 15. The representative must act on behalf of and under the guidelines of the contracting consortium administrator, which assumes full responsibility for the service provided to consortium members through the contracted legal entity.

Sole paragraph. The contracting administrator is responsible for ensuring the integrity, reliability, security, and confidentiality of transactions carried out through the representative, as well as the provision of information to consortium members with transparency and timeliness, and compliance with the legislation and regulations regarding these transactions.

Art. 16. Consortium administrators that conclude representation contracts must adapt their internal control systems to monitor activities carried out by representatives.

§ 1. The mechanisms referred to in the caput must contain administrative measures, contractually provided, to be adopted by the administrator regarding representatives, if irregularities or non-observance of established standards are verified, including the possibility of suspending the service provided to the public and the early termination of the contract in cases considered serious by the contracting administrator.

§ 2. The Central Bank of Brazil may:

I - determine the adoption of the administrative measures referred to in § 1, including the suspension of service provided to the public or the termination of the contract; and

II - condition the hiring of new representatives to the correction of deficiencies in internal controls referred to in this article.

Art. 17. Consortium administrators must identify information related to demands and complaints registered in service channels, including ombudsman offices, related to consortium members who have been attended to by representatives.

CHAPTER VIII

GENERAL PROVISIONS

Art. 18. Consortium administrators may only distribute results, under any title, in an amount greater than the minimum legal or defined in its bylaws or articles of incorporation, in situations where the distribution does not compromise compliance with the requirements of this Resolution and any preventive prudential measures determined by the Central Bank of Brazil.

Art. 19. Consortium administrators must keep updated:

I - with the Central Bank of Brazil, information regarding their branches and the eventual conclusion of representation contracts, in the manner defined in current regulations; and

II - on their internet website, accessible on the home page, in a visible location and in a legible format, the list of their branches and representatives, with proper identification and location.

Art. 20. The change of address or the closure of activities of the administrator's branches must be communicated to the public with a minimum advance notice of thirty days, through a notice posted in a location of wide visibility in the respective branch and on its internet website, admitting additionally other means of dissemination.

CHAPTER IX

FINAL PROVISIONS

Art. 21. Consortium administrators in activity on the date of entry into force of this Resolution must, until June 30, 2024:

I - arrange for the alteration of articles of incorporation that are not in consonance with the provisions of §§ 2 and 3 of art. 2; and

II - adopt the necessary procedures to observe the provisions of arts. 4, 16, and 17.

Art. 22. The provisions of arts. 2 to 13, 18, and 21 do not apply to associations and non-profit civil entities authorized to administer consortium groups in accordance with art. 46 of Law No. 11,795, of October 8, 2008.

Art. 23. The following are revoked:

I - Circular No. 2,332, of July 7, 1993;

II - Circular No. 3,433, of February 3, 2009;

III - Circular No. 3,893, of May 2, 2018; and

IV - the following articles of Circular No. 3,524, of February 3, 2011:

a) 1 to 4;

b) 6 and 7; and

c) 10.

Art. 24. This Resolution enters into force on July 1, 2023.

Otávio Ribeiro Damaso
Director of Regulation