RESOLUTION No. 002122

Approves the constitution, organization and operation of mortgage companies

The Central Bank of Brazil, pursuant to art. 9 of Law No. 4,595, of 12/31/1964, makes public that the Monetary Council, in session held on 11/30/1994, based on art. 4, item VIII, of the same Law,

RESOLVES:

Article 1. Approve the constitution, organization and operation of mortgage companies, which must be incorporated as a corporation (sociedade anônima) under the terms of Law No. 6,404, of 12/15/1976.

Single paragraph. The expression "Mortgage Company" must appear in the corporate name of the societies referred to in this article.

Article 2. The constitution and operation of mortgage companies depend on authorization from the Central Bank of Brazil.

Single paragraph. The granting, by the Central Bank of Brazil, of authorization for the operation of a mortgage company is conditioned on compliance with the provisions contained in Annex I of Regulation to Resolution No. 2,099, of 08/17/1994, and complementary regulation.

Article 3. The mortgage companies have as corporate purpose:

I – grant financing intended for the production, renovation or commercialization of residential or commercial real estate and urban lots;

II – purchase, sell and refinance mortgage credits of its own or of third parties;

III – administer mortgage credits of its own or of third parties;

IV – administer real estate investment funds, provided it is authorized by the Securities and Exchange Commission – CVM;

V – transfer resources intended for financing the production or acquisition of residential real estate;

VI – carry out other operations that are expressly authorized by the Central Bank of Brazil.

Article 4. It is optional for mortgage companies to:

I – issue mortgage letters and mortgage bonds, subject to authorization from the Central Bank of Brazil;

II – issue debentures;

III – obtain loans and financing domestically and abroad;

IV – carry out other forms of resource raising that are expressly authorized by the Central Bank of Brazil.

Article 5. Mortgage companies are prohibited from maintaining investments in permanent assets that exceed 60% (sixty percent) of the value of their net equity, adjusted in accordance with the regulation in force.

Article 6. The minimum limits of paid‑in capital and net equity of mortgage companies, to be permanently observed, correspond to R$3,000,000.00 (three million reais).

Paragraph 1. The amount referred to in this article shall be updated, from 12/01/1994, by the same criteria established for equity updating.

Paragraph 2. For the purpose of verifying compliance with the minimum paid‑in capital limit, the amount corresponding to the result of monetary correction of the paid‑in capital shall be considered.

Article 7. Mortgage companies are subject to the bookkeeping, preparation, submission and publication procedures for financial statements provided in the Accounting Plan of Institutions of the National Financial System – COSIF.

Paragraph 1. Failure to observe the deadlines set for submission to this Authority of the financial statements referred to in this article subjects the defaulting mortgage company to the pecuniary fines provided in the current regulation.

Paragraph 2. The financial statements referred to in this article must be audited by independent auditors registered with the Securities and Exchange Commission.

Article 8. To mortgage companies:

I – the rules of the Housing Finance System – SFH do not apply;

II – transformation into a multiple bank is prohibited.

Article 9. The following apply to mortgage companies:

I – where applicable, the same conditions established for the operation of financial institutions in Law No. 4,595, of 12/31/1964, and subsequent legislation, relating to the National Financial System;

II – the provisions contained in articles 2, 3 and 4 of Resolution No. 2,099, of 08/17/1994, except with respect to the minimum limits of paid‑in capital and net equity that they must permanently observe, which are those established in this Resolution;

III – the provisions contained in Regulations Annexes II and III to Resolution No. 2,099, of 08/17/1994, regarding the installation and operation of branches in the country.

Article 10. The Central Bank of Brazil may issue regulations and adopt measures deemed necessary for the execution of the provision of this Resolution.

Article 11. This Resolution enters into force on the date of its publication.

Brasília, November 30, 1994

Pedro Sampaio Malan
President