Resolution CMN No. 3442 — Provisions on the Constitution and Operation of Credit Cooperatives

RESOLUTION NO. 003442

Dispenses with the constitution and operation of credit cooperatives.

THE CENTRAL BANK OF BRAZIL, in accordance with Article 9 of Law 4.595, of December 31, 1964, makes public that the MONETARY NATIONAL COUNCIL, in a session held on February 28, 2007, having in view the provisions of Articles 4, items VI and VIII, and 55 of the aforementioned law, and 103 of Law 5.764, of December 16, 1971,

RESOLVES:

Art. 1. This resolution dispenses with the constitution, the authorization for operation, the operation, the statutory alterations, and the cancellation of authorization for operation of a credit cooperative.

Chapter I

ON THE CONSTITUTION, THE AUTHORIZATION FOR OPERATION AND THE STATUTORY ALTERATION

Art. 2. The requests involving the constitution, the authorization for operation, and the statutory alteration of credit cooperatives, as well as the other authorizations and approvals required in the applicable regulation for these institutions, will be the object of study by the Central Bank of Brazil, with a view to their acceptance or refusal.

Art. 3. The constitution of a credit cooperative is subject to the following conditions, whose compliance will be verified by the Central Bank of Brazil:

I - proof of the possibilities of meeting, control, realization of operations, and provision of services in the intended area of operation, as well as, if applicable, the manifestation of the respective central cooperative, when it is a singular cooperative affiliated;

II - presentation of an economic-financial feasibility study covering a horizon of at least three years of operation, containing:

a) economic-financial analysis of the area of operation and of the social segment or of the segment of singular credit cooperatives, defined by the conditions of association;

b) demand for financial services presented by the social segment or of singular cooperatives to be potentially attended, existing attendance by competing institutions, and projection of attendance by the applicant cooperative;

c) projection of the patrimonial structure and results;

III - presentation of a business plan, covering a horizon of at least three years of operation, contemplating the following aspects, in addition to those defined in §§ 1 and 2:

a) establishment of the strategic objectives of the institution;

b) definition of the corporate governance standards to be observed, including the detailing of the incentive structure and the remuneration policy of the administrators;

c) detailing of the proposed organizational structure, with determination of the responsibilities attributed to the various levels of the institution;

d) definition of the internal controls structure, with mechanisms that guarantee adequate supervision by the administration and the effective use of internal and external audit as control instruments;

e) definition of the main products and services, of the collection and credit policies, technologies to be used, and sizing of the service network;

f) definition of the maximum deadline for the start of activities after the granting, by the Central Bank of Brazil, of the authorization for operation;

g) definition of systems, procedures, and controls for the detection of operations that may indicate the existence of indications of the crimes defined in Law 9.613, of March 3, 1998;

h) actions related to the training of the management team.

§ 1. The business plan to be presented, with a view to the constitution of a singular credit cooperative, must also contemplate the following aspects:

I - identification of the group of founders and, if applicable, of the entities providing technical and/or financial support;

II - motivations and purposes that led to the decision to constitute the cooperative;

III - statutory conditions of association and intended area of operation;

IV - central credit cooperative to which it will be affiliated, or, in the event of non-affiliation, the reasons that determined this decision, evidencing, in this case, how the cooperative intends to supply the services provided by the central entities;

V - estimate of the number of people who meet the conditions of association and of the expected growth of the membership, indicating the forms of dissemination aiming to attract new members;

VI - measures aiming at the effective participation of the members in the assemblies;

VII - forms of dissemination to the members of the deliberations adopted in the assemblies, of the accounting statements, of the audit reports, and of the administrative acts;

VIII - participation in a guarantee fund.

§ 2. The business plan to be presented, with a view to the constitution of a central credit cooperative, must also contemplate the following aspects, depending on the objectives of the cooperative:

I - identification of each of the applicant singular cooperatives, with indication of the respective name, number of registration in the National Registry of Legal Entities (CNPJ), headquarters municipality, area of operation, types of services provided, number of members, and their variation in the last three years;

II - identification, if applicable, of the entities providing technical and/or financial support for the constitution of the central;

III - forecast of the central's equity participation in other entities;

IV - statutory conditions of association, indication of the number of singular credit cooperatives not affiliated to central entities that meet such conditions in the intended area of operation, and forecast of eventual expansion of this area;

V - policies for the constitution of new singular credit cooperatives, of restructuring of the existing cooperatives including through mergers and acquisitions, of promotion of new affiliations, and estimate of the growth of the affiliated membership;

VI - requirements demanded of the occupants of positions with supervisory functions in affiliates;

VII - sizing and evolution of the areas responsible for the fulfillment of the attributes established in Chapter IV, highlighting the eventual hiring of services from other central entities and other entities, with a view to supplying or complementing the own staff and to obtaining support for the formation of a technical team;

VIII - measures to be adopted to make effective the implementation of the internal control systems of the affiliated singulars, development or adoption of a standardized internal controls manual, and realization of the internal audits required by the regulation, addressing the possible hiring of services from other entities aiming at these ends;

IX - description of the system of centralized administration of resources and respective operational flows, obligations, limits, and responsibilities to be observed, duties and obligations of the central and of the affiliates regarding the system of reciprocal guarantees, liquidity recomposition, remediation operations, and constitution of a guarantee fund;

X - services aiming to provide affiliates access to the system of check clearing and of transfer of resources between financial institutions, respective risk control, operational flows, and relationship with affiliated banks;

XI - planning of the training activities of administrators, managers, and members of affiliated cooperatives, highlighting the specialized entities in training to be eventually contracted;

XII - description of other relevant services for the operation of the affiliated cooperatives, especially legal consulting, development and standardization of information systems and administrative systems and of service to members;

XIII - economic-financial study demonstrating the economies of scale to be obtained by the affiliated singulars, their capacity to bear the operational costs, budget of revenues and expenses, and forms of distribution of surpluses and allocation of losses to the affiliates.

§ 3. The Central Bank of Brazil, in the exercise of its authorization attributes, may reduce the scope of the studies referred to in the caput, items II and III, according to the nature of the cooperative and the extent of the request submitted for examination.

Art. 4. The authorization for operation of a credit cooperative is linked to the favorable manifestation, by the Central Bank of Brazil, regarding the formal acts of constitution, observed the current regulation.

Art. 5. Authorization for the operation of a credit section of a mixed cooperative will not be granted.

Art. 6. The requests for statutory alteration of cooperatives in operation involving changes in the conditions of admission of members, expansion of the area of operation, merger, incorporation, or dismemberment of cooperatives are subject to the conditions established in Art. 3.

Art. 7. Once the favorable manifestation of the Central Bank of Brazil is obtained regarding the project of constitution of the credit cooperative, the interested parties must formalize the request for authorization for operation within a maximum deadline of ninety days, counted from the receipt of the respective communication.

Sole Paragraph. The Central Bank of Brazil may grant, upon justified request, an additional deadline of up to ninety days, after which, if the pertinent measures are not adopted, the process will be considered closed and archived.

Art. 8. The start of activities of the credit cooperative must observe the deadline provided in the respective business plan, the Central Bank of Brazil may grant an extension of the deadline, upon reasoned requisition, signed by the administrators of the cooperative, as well as request, with a view to this extension, new documents and declarations aiming at updating the authorization process.

Sole Paragraph. In the event of the existence of a commitment to affiliation to a central cooperative, defined in the business plan, the start of activities of the credit cooperative is conditioned to the formalization of this affiliation.

Art. 9. With a view to the acceptance, the continuity of the examination, and the approval of requests for constitution, of authorization for operation, and of statutory alteration of a credit cooperative, the following conditions must be observed, by the applicant singular or central cooperatives, as well as, if applicable, by the sponsoring central cooperative of the request:

I - compliance with the legislation and regulation in force, including operational limits, specific attributes established by this resolution, and obligations towards the Central Bank of Brazil;

II - absence of irregularity and of restriction in public or private registration and information systems that contain data pertinent to the intended authorization.

§ 1. The Central Bank of Brazil may consider, for the purposes of analysis of the compliance with the operational limits referred to in item I, an eventual regularization plan presented in the form of the regulation in force.

§ 2. The provision of item II must be observed by the administrators of the credit cooperatives involved in the request presented.

§ 3. The Central Bank of Brazil will deny the requests regarding which falsity in the declarations or in the documents presented in the instruction of the process is found.

Art. 10. The Central Bank of Brazil may:

I - determine procedures to be observed in the instruction of the processes of interest of credit cooperatives in constitution or in operation, to be examined by it;

II - request additional documents and information that it deems necessary for the decision of the pretension;

III - summon for interview the founding members and administrators of the singular credit cooperative and administrators of the central credit cooperative;

IV - interrupt the examination of processes of authorization or of statutory alteration, if the non-observance of the conditions referred to in Art. 9 is verified, maintaining said interruption until the solution of the pending issues or the presentation of reasoned justifications;

V - grant a deadline for eventual irregularities to be remedied or, if applicable, for the presentation of the corresponding justification;

VI - close and archive processes regarding which there is procrastination in the solution of the pointed pending issues beyond the determined deadline, without presentation of justifications considered sufficient.

Art. 11. The credit cooperative, for which the presentation of a business plan and economic feasibility study was demanded with a view to the granting of authorization for operation or statutory alteration, must evidence, in the administration report that accompanies the semi-annual financial statements, the adequacy of the operations carried out to the objectives established in said documents, during three fiscal years after the start of the operations or the approval of the request for alteration.

§ 1. The person responsible for the external audit must opine, in a specific item of the report regarding the compliance with legal and regulatory provisions, on the adequacy referred to in the caput.

§ 2. Verified by the Central Bank of Brazil or by the external audit, during the first three fiscal years, the inadequacy of the operations to the objectives referred to in the caput, the credit cooperative must present reasoned justifications, in the form and deadlines determined by said autarchy, which may establish corrective measures and a deadline for their compliance.

Chapter II

ON THE STATUTORY CONDITIONS OF ADMISSION OF MEMBERS

Art. 12. The singular credit cooperative must establish, in its statute, conditions of admission of members according to the following criteria:

I - employees, civil servants, and natural persons providing services on a non-occasional basis, of one or more legal entities, public or private, defined in the statute, whose activities are akin, complementary, or correlated, or belonging to the same economic conglomerate;

II - professionals and workers dedicated to one or more professions and activities, defined in the statute, whose objects are akin, complementary, or correlated;

III - persons who develop, in the area of operation of the cooperative, in an effective and predominant manner, agricultural, livestock, or extractive activities, or who dedicate themselves to operations of capture and transformation of fish;

IV - small businessmen, micro-entrepreneurs, or micro-entrepreneurs, responsible for businesses of an industrial, commercial, or service provision nature, including the activities of the rural area object of item III, whose gross annual revenue, at the time of association, is equal to or lower than the maximum limit established by Art. 3 of Complementary Law 123, of December 14, 2006, and subsequent alterations;

V - businessmen participating in companies linked directly or indirectly to employer unions or employer associations, of any level, in operation for at least three years, at the time of the constitution of the cooperative;

VI - free admission of members.

§ 1. The Central Bank of Brazil may approve, regarding the provision of the caput:

I - conditions of admission in which groups of members of diverse origins coexist, provided that the respective definitions are individually classifiable in items I to V;

II - merger, incorporation, and continuity of operation of singular credit cooperatives, with the maintenance of the membership and the redefinition of the conditions of admission being permitted.

§ 2. Conditions of admission of members that include the own regimes of the cooperatives defined in items IV or V, or that characterize, at the discretion of the Central Bank of Brazil, a regime similar to that established in item VI, can only be approved with the application of the specific regulatory requirements referring to these modalities of cooperatives.

Art. 13. The singular credit cooperative may make provision for the association of:

I - its own employees and natural persons that provide services to it on a non-occasional basis, equated to the first ones for the corresponding legal effects;

II - employees and natural persons providing services on a non-occasional basis to the entities associated with it and to those whose capital it participates in directly or indirectly;

III - retirees who, when in activity, met statutory conditions of association;

IV - parents, spouse or partner, widower, child, and legal dependent and pensioner of a living or deceased member;

V - pensioners of deceased persons who met the statutory conditions of association;

VI - legal entities, observed the provisions of the legislation in force.

Chapter III

ON THE SPECIAL CONDITIONS RELATING TO THE COOPERATIVES OF FREE ADMISSION OF MEMBERS, OF SMALL BUSINESSMEN, MICRO-ENTREPRENEURS AND MICRO-ENTREPRENEURS AND OF BUSINESSMEN

Art. 14. The Central Bank of Brazil, in the event of constitution of a singular credit cooperative of free admission of members or of adoption of this regime of admission by an existing cooperative, will only examine requests that fit into the following situations:

I - authorization for constitution and operation of a singular credit cooperative or statutory alteration of a singular credit cooperative in operation, if the population of the respective area of operation does not exceed three hundred thousand inhabitants;

II - statutory alteration of a singular credit cooperative in operation for more than three years, if the population of the respective area of operation exceeds the limit fixed in item I.

§ 1. The area of operation of the cooperatives referred to in this article must be constituted by one or more entire municipalities and form a continuous region, with a total population not exceeding two million inhabitants.

§ 2. Administrative regions belonging to the Federal District are equated to municipalities, for the purpose of verifying the conditions established in this article.

§ 3. The population of the area of operation will be verified, with a view to the application of the regulatory requirements referred to it, at the time of the formalization of the respective authorization process or of statutory alteration, taking as a basis the municipal population estimates published by the Brazilian Institute of Geography and Statistics (IBGE), relative to the closest available date.

§ 4. The expansion of the area of operation of a cooperative constituted in accordance with item I, beyond the limit fixed therein, can only be requested to the Central Bank of Brazil after three years of operation.

Art. 15. The singular credit cooperatives of free admission, of businessmen, and of small businessmen, micro-entrepreneurs, and micro-entrepreneurs, thus constituted after June 25, 2003, must observe the following conditions:

I - affiliation to a central credit cooperative that satisfies the conditions established in Art. 9 and is considered capable, with a view to the performance of the attributes referred to in Chapter IV, at the discretion of the Central Bank of Brazil;

II - presentation, at the time of the request for authorization for constitution or of statutory alteration aiming at transformation into cooperatives of the types referred to in the caput, of a conformity report of the respective central credit cooperative exposing the reasons that attest to the consistency of the presented project, as well as its commitment to follow up on the corresponding execution;

III - participation in a guarantee fund;

IV - publication of a declaration of purpose by the elected administrators, in the form established by the Central Bank of Brazil.

Sole Paragraph. The cooperative of businessmen must also present a conformity report signed by the unions or associations to which they are linked, exposing the reasons that recommend the approval of the request, as well as the measures of support for the installation and operation of the cooperative.

Art. 16. In the event of non-compliance with the provision of Art. 15, items I or III, the credit cooperative is obliged to adopt the following measures:

I - suspension of the admission of new members;

II - presentation, to the Central Bank of Brazil, of a report detailing the reasons that led to this situation, as well as of an adaptation plan subject to the approval of said autarchy.

Sole Paragraph. The Central Bank of Brazil, in the exercise of its attributes of authorization and of supervision, may dispense with the application of the measure referred to in item I, as well as stipulate content and deadline for delivery of the documentation referred to in item II, after evaluation of the situation of the affected cooperative.

Chapter IV

ON THE SPECIAL ATTRIBUTES OF THE CENTRAL CREDIT COOPERATIVES

Art. 17. The central credit cooperative must provide, in its statutes and operational norms, devices that make it possible to prevent and correct abnormal situations that may configure infractions to legal or regulatory norms or entail risk for the solidity of the affiliated cooperatives and of the associated system, including the possibility of participating in a guarantee fund.

Art. 18. With a view to fulfilling the duties set forth in this chapter, the central credit cooperative must perform the following functions, with respect to affiliated credit cooperatives:

I - supervise the operation, with a view to compliance with current legislation and regulations and the norms of the associated system;

II - adopt measures to ensure compliance with current norms regarding the implementation of internal control systems and employee certification;

III - promote the training and permanent capacity building of members of statutory bodies, managers, and associates, as well as members of the technical team of the central cooperative;

IV - recommend and adopt measures with a view to restoring normal operation in the face of situations of non-compliance with applicable regulations or that entail immediate or future risk.

Art. 19. The central cooperative must communicate to the Central Bank of Brazil:

I - requirements and criteria adopted to admit affiliation and proceed with the disaffiliation of a singular cooperative, addressing the strategy for facilitating the affiliation of newly constituted cooperatives that do not yet meet possible requirements regarding asset size and organizational structure, with a view to providing the services treated in this chapter;

II - irregularities or situations of abnormal exposure to risks, identified as a result of the performance of the duties set forth in this chapter, including measures taken or recommended and any obstacles to their implementation, highlighting occurrences that indicate the possibility of future disengagement;

III - act of disengagement of an affiliated cooperative, with the corresponding justification, making reference to the communications required in item II;

IV - denial of an application for affiliation of a singular credit cooperative in operation or in constitution, addressing the reasons that led to this decision;

V - deliberation on the admission of a singular credit cooperative, with the presentation of an external audit report carried out in the three months prior to the date of communication.

Art. 20. The central cooperative must designate, among its administrators, a person responsible to the Central Bank of Brazil for the activities treated in this chapter.

Art. 21. Upon finding that a central credit cooperative has failed to comply with any of the provisions of this chapter, the Central Bank of Brazil, in the performance of its inspection duties, may adopt the following measures:

I - require an adjustment plan, including regarding the training and capacity building of its own technical staff, the implementation of new supervision and control procedures, and related measures;

II - apply to affiliated singular cooperatives the operational limits and other requirements relating to singular cooperatives not affiliated with central bodies, by establishing an adjustment schedule;

III - determine the suspension of affiliation of new singular cooperatives until the irregularities are remedied.

Art. 22. The Central Bank of Brazil, with a view to compliance with the provisions of this chapter, may establish requirements regarding:

I - frequencies, standards, procedures, and other aspects to be adopted for inspection, evaluation, preparation of reports, and sending of communications to the said autarchy, including the definition of specific procedures regarding certain singular cooperatives;

II - conditions to be observed with a view to the provision of services to a non-affiliated credit cooperative, as well as the contracting of specialized services in the market;

III - deadlines for compliance with established requirements, as well as other operational conditions deemed necessary for the observance of these provisions.

Chapter V

ON EXTERNAL AUDIT

Art. 23. Credit cooperatives, in contracting accounting statement audit services, must ensure compliance with current regulations on independent audit, especially Resolution 3,198 of May 27, 2004, and subsequent amendments, insofar as they do not conflict with this resolution.

§ 1º The audit referred to in this article may be carried out by an independent auditor or by a cooperative audit entity intended to provide external audit services, constituted and integrated by central credit cooperatives and/or their confederations.

§ 2º Upon finding non-compliance with the requirements established in this chapter, audit services will be considered void for the purpose of meeting the norms emanating from the National Monetary Council and the Central Bank of Brazil.

Art. 24. The following provisions apply to the carrying out of external audit by the cooperative audit entity referred to in Art. 23, § 1º:

I - the registration of the said entity with the Securities and Exchange Commission (CVM) and the periodic replacement of the auditor are waived;

II - the existence of an indirect corporate link between the cooperative audit entity and the audited cooperative does not constitute an impediment to the carrying out of the audit;

III - the limit on the percentage of annual revenue, as set forth in item V of Art. 6 of Resolution 3,198 of 2004, does not apply;

IV - the periodic replacement of the technical manager and other members of the team involved in the audit of each cooperative must be ensured, with the same periodicity originally established for the replacement of the auditor in Resolution 3,198 of 2004;

V - the participation of an associate of a specific singular credit cooperative in audit work carried out in that cooperative is prohibited;

VI - external audit carried out in a credit cooperative that presents, with respect to the audit entity, a direct corporate link, or a member of a statutory body, employee, or service provider linked in any way to that entity, will not be accepted.

Art. 25. The audit referred to in this chapter must have as its object:

I - the accounting statements relative to the base dates of June 30 and December 31 of each year, in central credit cooperatives and in singular cooperatives of free admission, of entrepreneurs, of small entrepreneurs, microentrepreneurs, and microentrepreneurs;

II - the statements relative to the closing of the social year, in other singular cooperatives.

Art. 26. The accounting statements relative to the closing of the year, accompanied by the respective audit report, must be disclosed by the cooperative with a minimum advance of ten days from the date of the respective Ordinary General Assembly, keeping the other reports resulting from the external audit available to associates who request them.

Chapter VI

ON CAPITAL AND EQUITY

Art. 27. The credit cooperative must observe the following minimum limits, regarding paid-in capital and Reference Equity (RE), as applicable:

I - central cooperative: initial capital subscription of R$60,000.00 (sixty thousand reais) and RE of R$300,000.00 (three hundred thousand reais) after five years from the date of authorization for operation;

II - singular cooperative affiliated with a central body, except those mentioned in items III, IV, and V: initial capital subscription of R$3,000.00 (three thousand reais) and RE of R$60,000.00 (sixty thousand reais) after five years from the date of authorization for operation;

III - singular cooperative of small entrepreneurs, microentrepreneurs, and microentrepreneurs and singular cooperative of entrepreneurs: initial capital subscription of R$10,000.00 (ten thousand reais) and RE of R$120,000.00 (one hundred and twenty thousand reais) after four years from the date of authorization for operation;

IV - singular cooperative of free admission of associates constituted in accordance with the provisions of Art. 14, item I:

a) in the case of constitution of a new cooperative: initial capital subscription of R$20,000.00 (twenty thousand reais) and RE of R$250,000.00 (two hundred and fifty thousand reais) after four years from the date of authorization for operation;

b) in the case of transformation of an existing cooperative: RE of R$250,000.00 (two hundred and fifty thousand reais);

V - singular cooperative of free admission of associates constituted in accordance with the provisions of Art. 14, item II or § 4º:

a) RE of R$3,000,000.00 (three million reais), in cases where the area of operation has a population above 300 thousand and up to 750 thousand inhabitants;

b) RE of R$6,000,000.00 (six million reais), in cases where the area of operation has a population superior to 750 thousand inhabitants and up to 2 million inhabitants;

VI - singular cooperative not affiliated with a central body: initial capital subscription of R$4,300.00 (four thousand and three hundred reais) and RE of R$86,000.00 (eighty-six thousand reais) after four years from the date of authorization for operation.

Sole Paragraph. For the North, Northeast, and Midwest Regions, a reduction of 50% (fifty percent) applies to the minimum limits established in items IV and V.

Art. 28. For the purpose of verifying compliance with the minimum limits of paid-in capital and RE of credit cooperatives, the values corresponding to the minimum equity fixed for the financial institutions in which they participate must be deducted, adjusted proportionally to the level of each participation.

Art. 29. The credit cooperative must maintain a value of RE compatible with the degree of risk of the structure of its assets, liabilities, and clearing accounts, in accordance with specific norms for the calculation of Required Equity (PLE), issued by the Central Bank of Brazil.

Art. 30. The following are prohibited to the credit cooperative:

I - the subscription of partnership shares and allocation of losses from previous years through the granting of credit, retention of part of its value, as well as the granting of guarantee or assumption of co-obligation in a credit operation with those purposes;

II - the adoption of rotating capital, characterized by the recording, in equity accounts, of resources captured under conditions similar to those of demand or time deposits.

Sole Paragraph. The bylaws may establish rules regarding occasional redemptions of capital quotas, at the initiative of the associate, in order to preserve, in addition to the minimum number of quotas, compliance with the limits established by current regulations and the integrity of the capital and equity, whose resources must remain for a sufficient period to reflect the stability inherent in their nature as fixed capital of the institution.

Chapter VII

ON OPERATIONS AND EXPOSURE LIMITS PER CLIENT

Art. 31. The credit cooperative may carry out the following operations and activities, in addition to others established in specific regulation:

I - collect, only from associates, deposits without the issuance of certificates; obtain loans or transfers from national or foreign financial institutions, including through interbank deposits; receive resources originating from official funds and, on an occasional basis, resources exempt from remuneration or at favorable rates, from any entity, in the form of donations, loans, or transfers;

II - grant credits and provide guarantees, only to associates, including in operations carried out under the regulation of rural credit in favor of associate rural producers;

III - apply resources in the financial market, including in demand deposits, time deposits with or without the issuance of certificates, and interbank deposits, observing any specific legal and regulatory restrictions on each application;

IV - contract services with the objective of facilitating the clearing of checks and the transfer of resources in the financial system, to provide the institution's operational needs, or to complement the services provided by the cooperative to associates;

V - in the case of a central credit cooperative, provide technical services, including those relating to the duties treated in Chapter IV, to other affiliated or non-affiliated credit cooperatives, as well as services for the administration of third-party resources in favor of affiliated singular cooperatives;

VI - provide the following services, aiming to serve associates and non-associates:

a) collection, custody, receipts, and payments on behalf of third parties, public or private entities;

b) correspondent in the country, in accordance with current regulation;

c) to cooperative banks, with a view to placing, in the name and on behalf of the contracting institution, products and services offered by the latter, including those relating to foreign exchange operations;

d) to financial institutions, in operations carried out in the name and on behalf of the contracting institution, intended to facilitate the distribution of resources for rural credit financing and others subject to specific legislation or regulation, or involving interest rate equalization by the National Treasury, comprising the formalization, granting, and settlement of credit operations concluded with the final borrowers of the resources;

e) distribution of shares of investment funds administered by authorized institutions, observing, including, the applicable regulation issued by the CVM.

§ 1º A singular credit cooperative that does not participate in a guarantee fund must obtain from the associate a declaration of knowledge of this situation, at the time of opening the respective deposit account.

§ 2º The granting of credits and the provision of guarantees to members of statutory bodies must observe criteria identical to those used for other associates.

§ 3º Contracts concluded with a view to the provision of services referred to in item VI, letters "c" and "d", must contain clauses establishing:

I - assumption of responsibility, for all legal purposes, by the contracting financial institution, for the services provided in its name and on its behalf by the contracted cooperative;

II - adoption, by the contracted party, of an operations manual, service, and control defined by the contracting party and provision for the carrying out of operational inspections by the latter;

III - maintenance, by both parties, of segregated controls of the operations carried out under contract, immediately verifiable by the inspection of the competent bodies;

IV - financial adjustments between the parties, at most, every two business days;

V - prohibition of sub-contracting;

VI - disclosure by the contracted party, in a visible location and form to the public user, of its status as a service provider to the contracting institution, with respect to the products and services offered in the name of the latter.

§ 4º Contracts entered into with third parties for the provision of the services referred to in the caput, item VI, must be kept available to the Central Bank of Brazil by the credit cooperatives, as well as by the contracting entities eventually subject to the supervision of the said autarchy.

Art. 32. The credit cooperative must observe the following exposure limits per client:

I - in applications in deposits and securities issued or under the responsibility of the same entity, affiliated companies, and holding company and its subsidiaries: 25% (twenty-five percent) of RE;

II - in credit operations and the granting of guarantees in favor of the same client, as well as in credits resulting from operations with derivatives:

a) by a singular cooperative: 15% (fifteen percent) of RE, if affiliated with a central credit cooperative, and 10% (ten percent) of RE, if not affiliated with a central body;

b) by a central cooperative: 20% (twenty percent) of RE.

§ 1º For the purposes of this article, a client is considered to be any natural or legal person, or group of persons acting individually or jointly, representing a common economic interest, excluding the link resulting exclusively from association with the same cooperative.

§ 2º The following are not subject to exposure limits per client:

I - deposits and applications made in the central cooperative, by their respective affiliates, and in the cooperative bank, by the shareholder central cooperatives and their respective affiliates;

II - applications in federal public bonds;

III - applications in shares of investment funds.

§ 3º In the case of application in shares of an investment fund in which the cooperative is the sole co-owner, the applications made by the fund must be computed for the purposes of calculating the limits referred to in this article.

§ 4º For the purpose of verifying exposure limits per client, the amount of participations in the share capital of other financial institutions must be deducted from RE, except for the central credit cooperative to which it is affiliated.

§ 5º In the event that the cooperative and the entity issuing the securities or financial instruments constitute the same legal entity, or represent a common economic interest, the limits referred to in the caput, items I and II, must be observed simultaneously, and, in the sum of the operations, the highest of the limits applicable to them must be applied.

Art. 33. The central credit cooperative that, together with the adoption of a system of reciprocal guarantees among the affiliated singular cooperatives, carries out the financial centralization of the liquid availability of these affiliates may avail itself of the exposure limit per client of 10% (ten percent) of the sum of the total RE of the affiliates, limited to the RE of the central body, in the following applications:

I - deposits and securities issued or under the responsibility of the same financial institution, affiliated companies, and holding company and its subsidiaries, observing the provisions of Art. 32, § 2º;

II - transfers and guarantees involving resources subject to specific legislation or involving interest rate equalization by the National Treasury;

III - granting of credits and guarantees involving resources not referred to in item II, in an operation previously approved by the board of directors of the central cooperative.

§ 1º The granting of credits and guarantees to affiliates, as defined by items II and III, is subject to the establishment of own norms, approved by the respective general assembly, regarding the credit and guarantee limits to be observed.

§ 2º The sum of credits and guarantees granted to the same affiliate in the manner of items II and III may not exceed the limit referred to in this article, and operations eventually existing subject to the limit referred to in Art. 32, item II, letter "b", must also be computed.

§ 3º The Central Bank of Brazil, with a view to the application of the exposure limit per client referred to in this article, may adopt the following measures:

I - establish minimum conditions to be observed by central credit cooperatives and their respective affiliates;

II - determine, in the exercise of its inspection duties, the suspension of this application by any central credit cooperative.

Art. 34. In the two years following the date of commencement of operation, the singular cooperative affiliated with a central credit cooperative may adopt the following exposure limits per client, for the granting of credits to the same associate with resources subject to specific legislation or involving interest rate equalization by the National Treasury, deducting from the limit operations subject to the general limit established in Art. 32, item II, letter "a", carried out in favor of the associate with resources from other sources:

I - in the first year: 25% (twenty-five percent) of RE;

II - in the second year: 20% (twenty percent) of RE.

Chapter VIII

ON CANCELLATION OF AUTHORIZATION FOR OPERATION

Art. 35. The Central Bank of Brazil may cancel the authorization for operation of a credit cooperative that enters into an ordinary liquidation regime.

Art. 36. The Central Bank of Brazil, having exhausted other measures available within the scope of its competence, may cancel the authorization for operation of the credit cooperative, when at any time one or more of the following situations are found:

I - operational inactivity, without just cause;

II - institution not located at the informed address;

III - interruption, for more than four months, without just cause, of the sending of accounting statements required by current regulation;

IV - non-compliance with the deadline for commencement of operation provided for in the authorization process, observing the provisions of Art. 8º;

V - non-compliance with the affiliation commitment provided for in the business plan.

Sole Paragraph. Prior to cancellation for the reasons referred to in this article, the Central Bank of Brazil will publish, through the means it deems most appropriate, its intention to cancel the authorization in question, with a view to the eventual presentation of objections by the public, within a period of thirty days.

Chapter IX

SUPPLEMENTARY PROVISIONS

Art. 37. A credit cooperative not affiliated with a central credit cooperative may contract services from such a central, with a view to implementing internal control systems and conducting internal audits required by current regulatory provisions.

Art. 38. Subject to the legislation and regulations in force, a credit cooperative may only participate in the capital of:

I - a central credit cooperative, in the case of a singular cooperative;

II - financial institutions controlled by credit cooperatives, in accordance with specific regulation;

III - cooperatives or companies controlled by central credit cooperatives, which act predominantly in the provision of services and supply of goods to institutions in the credit cooperative sector, provided they are necessary for their operation or complementary to the services and products offered to members;

IV - entities of institutional representation, technical cooperation, or educational purposes.

§ 1º The credit cooperative must, whenever requested by the Central Bank of Brazil, provide any documents or information regarding the non-financial entity whose capital it participates.

§ 2º The equity participation held by a singular cooperative in quotas of a central credit cooperative shall not be counted for the purpose of observing the immobilization limit established in current regulations.

Art. 39. It is prohibited for members of statutory bodies and holders of management positions in a credit cooperative to participate in the administration or hold 5% (five percent) or more of the capital of other financial institutions and other institutions authorized to operate by the Central Bank of Brazil, as well as commercial factoring companies, except for credit cooperatives.

Art. 40. A singular credit cooperative must maintain, within its premises, in an accessible and visible location, a printed publication or information board regarding the rights and duties of members, containing an exposition on the manner of allocation of eventual losses and the existence or not of coverage by a guarantee fund and respective limits.

Art. 41. A credit cooperative with free admission of members operating on June 25, 2003, must observe the norms applicable to the cooperatives referred to in Art. 12, items I, II, and III, and it is not required, for the continuity of its operation, compliance with the specific requirements established in this resolution for new cooperatives with free admission of members, except in the case of expansion of its respective area of operation.

Art. 42. Violations of the provisions of the legislation in force and this resolution, as well as the practice of acts contrary to cooperative principles, subject directors and members of administrative, fiscal, and similar councils of credit cooperatives to the penalties of Law No. 4.595, of December 31, 1964, without prejudice to others established in current legislation.

§ 1º Upon confirmation of non-compliance with any operational limit, the Central Bank of Brazil may require the presentation of a regularization plan, containing measures provided for for compliance and respective execution schedule.

§ 2º The deadlines for presenting the regularization plan and for compliance with measures for compliance and other pertinent conditions shall be determined by the Central Bank of Brazil.

§ 3º The implementation of a regularization plan shall be subject to monitoring by a central credit cooperative, or by an external auditor, who will send reports to the Central Bank of Brazil, monthly, or at the frequency determined by it.

Art. 43. Credit cooperatives, for the realization of their operations and activities, may install permanent, temporary, and electronic service posts, as well as administrative units, in the area of operation defined in their respective statutes, observing the general procedures established in the relevant regulation.

Art. 44. The regulatory provisions in force at the time apply to processes filed with the Central Bank of Brazil prior to the entry into force of this resolution.

Art. 45. External audit in singular credit cooperatives by a central credit cooperative may be carried out, until the base date of June 30, 2007, in accordance with the provisions of the Regulation annexed to Resolution No. 3.321, of September 30, 2005.

Art. 46. The Central Bank of Brazil is authorized to issue norms and adopt measures deemed necessary for the execution of the provisions of this resolution, including regarding the transition rules to be observed by credit cooperatives authorized until the date of its entry into force.

Art. 47. This resolution enters into force on the date of its publication.

Art. 48. Resolution No. 3.321, of September 30, 2005, is revoked, and the regulatory basis and citations to the aforementioned norm, contained in normative acts issued by the Central Bank of Brazil, shall have this resolution as their reference.

Brasília, February 28, 2007.

Henrique de Campos Meirelles
President