Resolution BCB No. 66: General Criteria for Accounting Registration of Equity of Institutions Regulated by the Central Bank of Brazil

Resolution No. 66

RESOLUTION BCB
NO. 66, OF JANUARY 26, 2021

Dispenses with the general criteria for the accounting registration of the equity of consortium administrators and payment institutions and on the procedures to be observed by institutions authorized to operate by the Central Bank of Brazil in the accounting registration of increases and decreases in share capital.

Dispenses with the general criteria for the accounting registration of the equity of consortium administrators, payment institutions, securities brokerage companies, securities distribution companies, and foreign exchange brokerage companies authorized to operate by the Central Bank of Brazil and on the procedures to be observed by institutions authorized to operate by the Central Bank of Brazil in the accounting registration of increases and decreases in share capital. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

Dispenses with the general criteria for the accounting registration of the equity of institutions required to use the Accounting Standard of Regulated Institutions by the Central Bank of Brazil – Cosif by virtue of Resolution BCB No. 92, of May 6, 2021, and on the procedures to be observed by institutions authorized to operate by the Central Bank of Brazil in the accounting registration of increases and decreases in share capital. (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 January 26, 2021, based on arts. 9 of Law No. 4.595, of December 31, 1964, 6 and 7, item III, of Law No. 11.795, of October 8, 2008, 9, item II, and 15 of Law No. 12.865, of October 9, 2013, and 25 of Resolution CMN No. 4.872, of November 27, 2020,

R E S O L V E S:

CHAPTER I
ON THE OBJECT AND SCOPE OF APPLICATION

Art. 1. This Resolution provides for:

I - the general criteria for
the accounting registration of the equity of consortium administrators and payment institutions; and

I - the general criteria for
the accounting registration of the equity of the following 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.)

I - the general criteria for the accounting registration of the equity of institutions required to use the Accounting Standard of Regulated Institutions by the Central Bank of Brazil – Cosif in accordance with art. 1, caput, item I, of Resolution BCB No. 92, of May 6, 2021; and (Wording given by Resolution BCB No. 553, of 3/3/2026.)

a) consortium administrators; (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) payment institutions; (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 brokerage companies; (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) securities distribution 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.)

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

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

II - the procedures to be observed by institutions authorized to operate by the Central Bank of Brazil in the accounting registration of increases and decreases in share capital.

CHAPTER II ON THE APPLICABLE CRITERIA FOR CONSORTIUM ADMINISTRATORS AND PAYMENT INSTITUTIONS

CHAPTER II ON THE APPLICABLE CRITERIA FOR CONSORTIUM ADMINISTRATORS, PAYMENT INSTITUTIONS, SECURITIES BROKERAGE COMPANIES, SECURITIES DISTRIBUTION COMPANIES, AND FOREIGN EXCHANGE BROKERAGE COMPANIES

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

CHAPTER II
ON THE APPLICABLE CRITERIA FOR
INSTITUTIONS REQUIRED TO USE COSIF BY VIRTUE OF RESOLUTION BCB NO. 92, OF MAY 6, 2021

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

Section IGeneral Provisions

Art. 2. The equity
of consortium administrators and payment institutions is divided into:

Art. 2. The equity of the institutions mentioned in item I of the caput of art. 1 is divided into: (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

I - share capital;

II - capital reserves;

III - profit reserves;

IV - other comprehensive income;

V - accumulated profits or losses; and

VI - treasury shares.

Section IIOn
Share Capital

Art. 3. Consortium administrators
and payment institutions must register share capital at the value fixed in their bylaws or articles of incorporation.

Art. 3. The institutions mentioned in item I of the caput of art. 1 must register share capital at the value fixed in their bylaws or articles of incorporation. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

Art. 4. Consortium administrators
and payment institutions must register the increase in share capital deliberated in a shareholders' meeting or a meeting or assembly of quota holders, while not yet approved by the Central Bank of Brazil, in a segregated account in Equity.

Art. 4. The institutions mentioned in item I of the caput of art. 1 must register the increase in share capital deliberated in a shareholders' meeting or a meeting or assembly of quota holders, while not yet approved by the Central Bank of Brazil, in a segregated account in Equity. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

Sole paragraph. The institution may not register the increase in share capital before the holding of a shareholders' meeting or a meeting or assembly of quota holders that approves the matter.

Art. 5. Consortium administrators
and payment institutions must register, at the net value of transaction costs, the total or partial subscription of share capital resulting from the subscription of shares or quotas in a segregated account of share capital, in counterpart to the appropriate asset account.

Art. 5. The institutions mentioned in item I of the caput of art. 1 must register, at the net value of transaction costs, the total or partial subscription of share capital resulting from the subscription of shares or quotas in a segregated account of share capital, in counterpart to the appropriate asset account. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

Art. 6. Transaction costs incurred in the issuance of shares, quotas, and subscription bonuses must be registered separately in the appropriate equity correcting account, at the net value of any tax effects, until the increase in capital or the issuance of subscription bonuses is completed.

Sole paragraph. In situations where no increase in share capital or issuance of subscription bonuses occurs due to the non-completion of the operation, transaction costs must be recognized as an expense of the period in which the operation is frustrated.

Art. 7. Consortium administrators
and payment institutions must register the decrease in share capital deliberated in a shareholders' meeting or a meeting or assembly of quota holders, while not yet authorized by the Central Bank of Brazil, in a segregated account in Equity.

Art. 7. The institutions mentioned in item I of the caput of art. 1 must register the decrease in share capital deliberated in a shareholders' meeting or a meeting or assembly of quota holders, while not yet authorized by the Central Bank of Brazil, in a segregated account in Equity. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

Section IIIOn Reserves

Art. 8. Consortium administrators
and payment institutions must register in equity the following reserves, according to criteria defined in the legislation and in the current regulations:

Art. 8. The institutions mentioned in item I of the caput of art. 1 must register in equity the following reserves, according to criteria defined in the legislation and in the current regulations: (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

I - capital reserves; and

II - profit reserves, segregated into:

a) legal reserve;

b) statutory reserves;

c) reserves for contingencies;

d) tax incentive reserves;

e) profit retention reserves;

f) profits to be realized reserves; and

g) special profit reserves.

Section IVOn Other Comprehensive Income

Art. 9. Consortium administrators
and payment institutions must classify in other comprehensive income, at the net value of any tax effects, the items of revenue and expense not recognized in the period result according to specific regulation, including asset valuation adjustments.

Art. 9. The institutions mentioned in item I of the caput of art. 1 must classify in other comprehensive income, at the net value of any tax effects, the items of revenue and expense not recognized in the period result according to specific regulation, including asset valuation adjustments. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

Section VOn Accumulated Profits or Losses

Art. 10. Consortium administrators
and payment institutions must register the net result of the period in the appropriate account of accumulated profits or losses, with the balance:

Art. 10. The institutions mentioned in item I of the caput of art. 1 must register the net result of the period in the appropriate account of accumulated profits or losses, with the balance: (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

I - if a credit, after approval by the general meeting or meeting or assembly of partners and the adjustments prescribed in law and sub-legal regulation and observing the provisions of the bylaws, shall be allocated to:

a) the establishment of the legal reserve;

b) the establishment of other profit reserves;

c) the payment of remuneration of equity capital; and

d) the increase in share capital; and

II - if a debtor at the end of the fiscal year, shall be absorbed by the following balances, in this order:

a) accumulated profits;

b) profit reserves, except the legal reserve;

c) legal reserve; and

d) capital reserves.

Sole paragraph. Accumulated losses may only be absorbed by the period's profit, by reserves, when permitted by the applicable legislation and regulation, or by capital reduction previously authorized by the Central Bank of Brazil.

Section VIOn Treasury Shares

Art. 11. Consortium administrators
and payment institutions must recognize treasury shares at acquisition cost, as a deduction from the appropriate equity account that records the source of resources applied in their acquisition.

Art. 11. The institutions mentioned in item I of the caput of art. 1 must recognize treasury shares at acquisition cost, as a deduction from the appropriate equity account that records the source of resources applied in their acquisition. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

Art. 12. Consortium administrators
and payment institutions must register the derecognition of treasury shares sold at their acquisition cost, for the purpose of calculating profit or loss.

Art. 12. The institutions mentioned in item I of the caput of art. 1 must register the derecognition of treasury shares sold at their acquisition cost, for the purpose of calculating profit or loss. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

Sole paragraph. Transaction costs incurred in the sale must be treated as a reduction in profit or an increase in loss, and must be registered directly in equity, not affecting the institution's result.

Section VIIOf Capital Remuneration

Art. 13. Consortium administrators
and payment institutions must recognize in liabilities, in counterpart to the appropriate account of accumulated profits or reserves, the remuneration of capital that constitutes a present obligation at the date of the interim statement or balance sheet.

Art. 13. The institutions mentioned in item I of the caput of art. 1 must recognize in liabilities, in counterpart to the appropriate account of accumulated profits or reserves, the remuneration of capital that constitutes a present obligation at the date of the interim statement or balance sheet. (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

§ 1. For the purposes of this
Resolution, capital remuneration is considered to include dividends, profit distributions, interest on equity capital, and any other similar forms of remuneration of the partners' investment in the institution.

§ 2. Values related to capital remuneration paid before a present obligation is constituted must be recognized in counterpart to the appropriate account of accumulated profits or losses, at the net value of any tax effects.

Art. 14. Consortium administrators
and payment institutions must register, separately, as a special profit reserve, in counterpart to the appropriate account of accumulated profits or losses or reserves, at the net value of any tax effects:

Art. 14. The institutions mentioned in item I of the caput of art. 1 must register, separately, as a special profit reserve, in counterpart to the appropriate account of accumulated profits or losses or reserves, at the net value of any tax effects: (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

I - the portion of capital remuneration proposed that does not constitute a present obligation at the date of the interim statement or balance sheet; and

II - capital remuneration that is mandatory, at the date of the interim statement or balance sheet, but not distributed by:

a) being incompatible with the financial situation of the institution; or

b) there being a legal or regulatory impediment to distribution.

CHAPTER III
ON PROCEDURES APPLICABLE TO
INSTITUTIONS AUTHORIZED TO OPERATE BY THE CENTRAL BANK OF BRAZIL

Art. 15. The increase in share capital of institutions authorized to operate by the Central Bank of Brazil, deliberated in a shareholders' meeting or a meeting or assembly of quota holders, must be registered, while not yet approved by the Central Bank of Brazil, in an increase in capital account, with the corresponding account being:

I - capital to be realized, when realized with resources from shareholders or quota holders;

II - liabilities, when realized with the use of credits from shareholders or quota holders related to capital remuneration;

III - capital reserves or profit reserves, when realized with these reserves; or

IV - accumulated profits or losses, when realized with profits.

Sole paragraph. The increase in share capital must be registered in the share capital account on the date of its approval by the Central Bank of Brazil, with the corresponding account being the increase in capital.

Art. 16. Institutions authorized to operate by the Central Bank of Brazil must register in the appropriate asset account the transaction costs incurred in the issuance of shares, quotas, and subscription bonuses, while the fundraising process to which they refer has not yet begun.

§ 1. The values registered in the asset account mentioned in the caput must be reclassified to the appropriate account:

I - to equity, as soon as the fundraising process begins; and

II - to result, if the fundraising process does not occur.

§ 2. The transaction costs referred to in the
caput refer exclusively to costs that, cumulatively, are:

I - directly attributable to activities necessary for the issuance of shares, quotas, and subscription bonuses; and

II - incremental, thus considered to be costs that the institution would not incur if it had not issued the shares, quotas, or subscription bonuses.

Art. 17. The decrease in share capital of institutions authorized to operate by the Central Bank of Brazil, deliberated in a shareholders' meeting or a meeting or assembly of quota holders, must be registered, while not yet authorized by the Central Bank of Brazil, in the decrease in capital account, with the corresponding account being:

I - accumulated profits or losses, in the case of loss amortization;

II - liabilities, in the case of redemption of shares or quotas;

III - capital to be realized, in the case of cancellation of shares or quotas not yet fully paid.

§ 1. Resources related to the redemption of shares or quotas referred to in item II of the caput may only be paid to beneficiaries after the approval of the corresponding decrease in capital by the Central Bank of Brazil.

§ 2. The decrease in share capital must be registered in the share capital account on the date of its approval by the Central Bank of Brazil, with the corresponding account being the decrease in capital.

CHAPTER IV
FINAL PROVISIONS

Art. 18. The accounting criteria and procedures established in this Resolution must be applied prospectively from the date of its entry into force.

§ 1. Values related to any adjustments resulting from the application of the provisions of this Resolution must be registered in the account of accumulated profits or losses.

§ 2. Consortium administrators of
consortium and payment institutions that, on the date mentioned in the caput, maintain balances of reserves not foreseen in this Resolution may:

§ 2. The institutions mentioned in item I of the caput of art. 1 that, on the date mentioned in the caput, maintain balances of reserves not foreseen in this Resolution may: (Wording given, from 1/1/2024, by Resolution BCB No. 367, of 1/25/2024.)

I - maintain the balance of these reserves until:

a) the date of their effective realization by depreciation and write-off, including by sale of the revalued asset, in the case of revaluation reserves; or

b) the fulfillment of the purpose for which it was constituted, in the case of other reserves; or

II - write off the existing balance in counterpart to the account of accumulated profits or losses.

Art. 19. The following are revoked:

I - Circular No. 3.221, of January 21,
2004;

II - Circular No. 3.386, of June 3,
2008; and

III - Circular No. 3.937, of April 4,
2019.

Art. 20. This Resolution enters into force on January 1, 2022.

Otávio Ribeiro Damaso
Director of Regulation