Resolution CMN No. 3859 — Amends and Consolidates Norms Regarding the Establishment and Operation of Credit Cooperatives

RESOLUTION NO. 3859

Amends and consolidates the norms relating to the establishment and operation of credit cooperatives.

The Central Bank of Brazil, in accordance with Article 9 of Law No.
4,595, of December 31, 1964, makes public that the National Monetary Council, in a session held on May 27, 2010, based on Articles 4, items VI and VIII, and 55 of the aforementioned law, and on Article 12 of Complementary Law No. 130, of April 17, 2009,

RESOLVES:

Art. 1. This resolution governs the establishment, the authorization for operation, the operation, the statutory amendments, and the cancellation of authorization for operation of credit cooperatives.

CHAPTER I

ON THE ESTABLISHMENT, THE AUTHORIZATION FOR OPERATION AND THE STATUTORY AMENDMENT

Art. 2. Requests involving the establishment, the authorization for operation, and the statutory amendment of credit cooperatives, as well as the other authorizations and approvals provided for in the applicable regulations for these institutions, shall be subject to study by the Central Bank of Brazil, with a view to their acceptance or refusal, in accordance with the legislation in force.

Art. 3. The establishment 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 gathering, control, execution of operations and provision of services in the area of intended operation, as well as of the manifestation of the respective central cooperative or confederation in the event of a commitment to affiliation to a central cooperative or to a confederation;

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 credit cooperatives defined by the conditions of association;

b) demand for financial services presented by the social segment or of credit cooperatives to be potentially affiliated, existing service provision by competing institutions and projection of service provision by the requesting cooperative;

c) projection of the equity 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 §§ 1º and 2º of this
article:

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 of the remuneration policy for administrators;

c) detailing of the proposed organizational structure, with determination of the responsibilities assigned 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 funding and credit policies, technologies to be used and size of the service network;

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

g) definition of systems, procedures and controls for detection of operations that may indicate the existence of indications of the crimes defined in Law No. 9,613, of March 3, 1998; and

h) actions related to the training of the staff of directors.

§ 1º The business plan to be presented, with a view to the establishment of a single 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 establish 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 no affiliation, the reasons that determined this decision, evidencing, in this case, how the cooperative intends to cover 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 staff, 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 decisions adopted in the assemblies, of the financial statements, of the audit reports and of the administrative acts; and

VIII - participation in a guarantee fund.

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

I - identification of each of the requesting 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 or financial support for the establishment of the central or confederation;

III - forecast of the equity participation of the new cooperative in other entities;

IV - statutory conditions of association, indication of the number of cooperatives not affiliated to central entities or to confederations that meet said conditions in the intended area of operation and forecast of any expansion of this area;

V - policies for the establishment of new single central credit cooperatives, of restructuring of the existing cooperatives, including by means of mergers and acquisitions, of promotion of new affiliations and estimate of the growth of the affiliated staff;

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

VII - sizing and evolution of the areas responsible for compliance with the duties established in Chapter V, highlighting the possible hiring of services from other central entities, confederations and of other entities, with the objective of supplementing or complementing the own staff and of 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 affiliates, development or adoption of a standardized manual of internal controls and carrying out the internal audits required by the regulation, addressing the possible hiring of services from other entities aiming at these ends;

IX - guidelines to be adopted for funding, application and remuneration of resources with a view to the provision of service of centralized application of resources of affiliates, duties and obligations of the confederation, the central entity and the affiliates regarding the system of guarantees reciprocal, liquidity restoration, operations of sanitation and establishment of a guarantee fund;

X - services aiming to provide affiliates with 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 possibly hired;

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 service to members; and

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

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

§ 4. Requests for authorization that involve the transformation of a confederation of a non-financial nature constituted by central entities of credit into a credit confederation may be exempted, at the discretion of the Central Bank of Brazil, from the presentation of the documents referred to in this article, requiring, at minimum, the observance of the conditions provided for in Art. 9º and the presentation of a detailed justification for the requested transformation.

Art. 4. Credit cooperatives, in the establishment of entities of a non-financial nature of any kind destined to provide services to these same cooperatives, must communicate the fact to the Central Bank of Brazil, in accordance with the legislation in force, keeping at its disposal the respective statutes or social contract, and that autarchy may request the amendments deemed necessary in view of the performance of its legal duties, according to Art. 12, item V and § 1º, of Complementary Law No. 130, of April 17, 2009.

Art. 5. The authorization for operation of a credit cooperative is linked to the favorable manifestation of the Central Bank of Brazil regarding the formal acts of establishment, observed the current regulation.

Art. 6. Requests for statutory amendment of cooperatives in operation involving changes in the conditions of admission of members, expansion of the area of operation, merger, acquisition or demerger may be submitted, at the discretion of the Central Bank of Brazil, to the observance of the conditions established in Art. 3º.

Art. 7. Once the favorable manifestation of the Central Bank of Brazil has been obtained regarding the project of establishment of the credit cooperative, the interested parties must formalize the request for authorization for operation within a maximum period 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 period of up to ninety days, after which, if the relevant measures are not taken, the process will be considered closed and archived.

Art. 8. The start of activities of the credit cooperative must observe the deadline provided for in the respective business plan, and 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 new documents and declarations aiming at the updating of the authorization process.

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

Art. 9. The acceptance and approval of requests for establishment, of authorization for operation, of expansion of area of operation or of alteration of the conditions of association of a credit cooperative are subject to the following conditions:

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

II - absence of irregularity and restriction in systems public or private of registration and information that contain data pertinent to the intended authorization, by the requesting cooperative and its administrators; and

III - adherence to the guidelines of systemic operation established by the respective confederation or, in the absence of this, by the central credit cooperative, for the cooperatives integrated into cooperative systems.

§ 1º The Central Bank of Brazil, with the objective of adapting the analysis of the requests to the scope and complexity of the request under examination, may adopt, in accordance with the legislation in force, measures complementary deemed pertinent, including:

I - require from the respective central entity, as well as from the confederation, in the case of requests for cooperatives integrated into cooperative systems:

a) compliance with the provisions of items I to III of the main text of this article; and

b) the presentation of a compliance report with the request under analysis;

II - consider, for the purpose of analyzing compliance with the operational limits referred to in item I of the main text of this article, any regularization plan presented in the form of the regulation in force; and

III - continue the examination of the request in cases where non-compliance not considered serious of the provisions in items I to III of the main text of this article is verified.

§ 2º The Central Bank of Brazil will deny the requests in relation to 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, in accordance with the legislation in force, may:

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

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

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

IV - interrupt the examination of authorization processes or of statutory amendment, if non-compliance with the conditions of which Art. 9º treats is verified, maintaining said interruption until the resolution of the pending issues or the presentation of reasoned justifications;

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

VI - close and archive processes in relation to which there is delay in the resolution of the pointed pending issues beyond the period determined, without presentation of justifications considered sufficient.

Art. 11. The credit cooperative, for which the presentation of a business plan and economic feasibility study has been required with a view to the grant of authorization for operation or statutory amendment, must evidence, in the administrative report that accompanies the semi-annual financial statements, the adequacy of the operations carried out to the objectives established in the referenced documents, during the three social years following the start of the operations or to the approval of the request for amendment.

Sole Paragraph. Verified by the Central Bank of Brazil, by the confederation, by the central entity or by the external audit, during the first three social years, the inadequacy of the operations to the objectives referred to in the main text, the credit cooperative must present reasoned justifications, in the form and deadlines determined by said autarchy, which may establish measures corrective and deadline for their compliance.

CHAPTER II

ON THE STATUTORY CONDITIONS OF ADMISSION OF MEMBERS

Art. 12. The single credit cooperative must establish, in its statutes, conditions of admission of members in observance to what is established in this article.

§ 1º The conditions of admission of natural persons must be defined 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 statutes, whose activities are affine, complementary or related, or belonging to a same economic conglomerate;

II - professionals and workers dedicated to one or more professions and activities, defined in the statutes, whose objects are affine, complementary or related;

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 capture operations and transformation of fish;

IV - small business owners, micro-entrepreneurs or micro-entrepreneurs, responsible for businesses of a nature industrial, commercial or of provision of services, including the activities of the rural area object of item III, whose gross annual revenue, at the time of association, is equal to or less than the maximum limit established by Art. 3º of Complementary Law No. 123, of December 14 of 2006, and subsequent amendments;

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

VI - free admission of members.

§ 2º The admission of legal entities must be restricted to, except in cooperatives with free admission of members, those with non-profit purposes, those that have as their object the same or related economic activities of the natural person members and those controlled by these members.

§ 3º The Central Bank of Brazil may consider conditions of admission of natural and legal persons that contemplate:

I - criteria of a nature different from those described in §§ 1º and 2º, based on ties of an associative, economic or social nature, such as those derived from affiliation to unions or civil associations legally constituted for more than three years, to participation in the same business chain or local productive arrangement and the domicile or headquarters in a community or delimited region;

II - adoption of mixed criteria taken from those described in this article; and

III - merger, acquisition and continuity of operation of single credit cooperatives, with the maintenance of the social staff and the redefinition of the conditions of admission being permitted.

§ 4. Requests for approval that include conditions of admission of members, natural or legal persons, considered by the Central Bank of Brazil, identified or similar to those adopted by cooperatives subject to the observance of the provisions of Chapter III, will only be approved through the application of the requirements specific regulatory regarding these modalities of cooperatives.

Art. 13. The single credit cooperative may make provision for association in its statutes of:

I - its own employees and natural persons that provide services to it on a non-occasional basis, equated to the first 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 of whose capital it participates directly or indirectly;

III - retirees who, when in activity, met the statutory criteria for association;

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

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

VI - students of higher education courses and of technical courses of areas affine, complementary or related to those that characterize the conditions of association.

CHAPTER III

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

Art. 14. The Central Bank of Brazil, in compliance with requests for establishment of a single credit cooperative with free admission of members, or for adoption of this regime of admission by existing cooperative, will only examine those that fall into the following situations:

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

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

§ 1º The area of operation of the cooperatives referred to in this
article must be constituted by one or more entire municipalities, whose
geographical proximity allows proof of the criterion referred to in item I of Art. 3º.

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

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

§ 4. The expansion of the area of operation of a cooperative established in accordance with item I of the main text of this article beyond the limit fixed therein may only be requested to the Central Bank of Brazil after three years of operation.

§ 5º The cooperatives referred to in this article must include the expression "of free admission" in their name, starting from the first statutory amendment carried out after the publication date of this resolution, and for new cooperatives, from their constitution.

Art. 15. The single credit cooperatives of free admission, of entrepreneurs, of small entrepreneurs, microentrepreneurs, and microentrepreneurs, thus constituted after June 25, 2003, as well as those constituted under the authority of item I of § 3 of art. 12, must observe the following conditions:

I - affiliation to a central credit cooperative that satisfies the conditions established in art. 9 and is considered capable of performing the duties referred to in Chapter V, at the discretion of the Central Bank of Brazil;

II - submission, when requesting authorization for constitution or for statutory amendment aiming at transformation into the types of cooperatives referred to in the caput, of a conformity report from the respective central credit cooperative or confederation, as established by the Central Bank of Brazil;

III - participation in a guarantee fund; and

IV - publication of a statement of purpose by the elected administrators, as established by the Central Bank of Brazil.

§ 1º Free admission cooperatives of associates with an area of operation greater than two million inhabitants must, additionally, observe the following conditions:

I - affiliation to a credit central belonging to a cooperative system organized at the three levels provided for in Complementary Law No. 130, of 2009, with the conformity of the confederation required for the corresponding transformation or statutory amendment; and

II - contracting an external audit entity with proven experience in the audit of credit cooperatives.

§ 2º The entrepreneur cooperative must also present a conformity report signed by the unions or associations to which it is affiliated, exposing the reasons recommending the approval of the request, as well as measures to support the installation and operation of the cooperative.

Art. 16. In the event of non-compliance with the provisions of items I or III of the caput, or item I of § 1, of art. 15, the credit cooperative is obliged to adopt the following measures:

I - suspension of the admission of new associates; and

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

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

CHAPTER IV

ON THE APPLICATION OF CORPORATE GOVERNANCE PRINCIPLES

Art. 17. Credit cooperatives must observe a corporate governance policy approved by the general assembly, which addresses aspects of representativeness and participation, strategic direction, executive management, and supervision and control, and which contemplates the application of the principles of segregation of functions in administration, transparency, equity, ethics, cooperative education, corporate responsibility, and accountability.

Art. 18. The single credit cooperatives of free admission, of entrepreneurs, of small entrepreneurs, microentrepreneurs, and microentrepreneurs, and those constituted under the authority of item I of § 3 of art. 12 must adopt an integrated administrative structure consisting of a board of directors and an executive board subordinate to it, whose members are elected by said board among natural persons, associated or not, in accordance with art. 5 of Complementary Law No. 130, of 2009, with the accumulation of positions between the two bodies allowed for, at most, one of the members of the board, and the accumulation of presidencies prohibited.

§ 1º The cooperatives referred to in the caput of this article, in operation or whose request for authorization or transformation into the aforementioned modalities has been filed by the publication date of this resolution, must adopt the structure and observe the conditions indicated therein, starting from the first election of administrators carried out from 2012 onwards, or earlier, at the discretion of the assembly.

§ 2º The Central Bank of Brazil may determine, for defined sets of credit cooperatives, the adoption of the administrative structure referred to in the caput of this article, as well as the complete segregation between the board and the executive board, taking into account prudential nature factors that require the adoption of differentiated governance practices, resulting from the institutional and operational characteristics of the cooperatives involved, such as the exercise of strategic management and control functions of cooperative systems, economic-financial size, operational complexity, territorial extension, size, and social dispersion of the respective associate roster.

CHAPTER V

ON THE SPECIAL DUTIES OF CENTRAL CREDIT COOPERATIVES AND CONFEDERATIONS OF CENTRALS

Art. 19. The central credit cooperative must provide, in its statutes and operational rules, provisions that make it possible to prevent and correct abnormal situations that may constitute violations of legal or regulatory norms or cause risk to the solidity of affiliated cooperatives and the cooperative system, including the possibility of constituting a guarantee fund for the cooperatives belonging to the system.

Sole paragraph. The duties of the centrals with respect to the affiliated singles and corresponding obligations referred to in this chapter may be delegated in whole or in part to a confederation constituted by these centrals, through provisions in their respective statutes that reflect the distribution of activities and corresponding responsibilities before the Central Bank of Brazil.

Art. 20. The confederation constituted by central credit cooperatives may assume, with respect to its own affiliates, the duties and corresponding obligations referred to in this chapter, through specific provisions in the statutes of the entities involved.

Art. 21. The cooperative system must establish, by act of the respective confederation, or, in its absence, of the respective central credit cooperative, systemic action guidelines aimed at observing the principles of efficiency, economy, utility, and the other cooperative principles.

Art. 22. To fulfill the duties referred to in this chapter, the central credit cooperative, or the confederation, must perform the following functions, with respect to the affiliated cooperatives, in accordance with the statutory provisions adopted due to arts 19 and 20:

I - supervise the operation, verifying compliance with current legislation and regulation and the own rules of the cooperative 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 of the technical team of the central cooperative and the confederation; and

IV - recommend and adopt measures aimed at restoring normal operation, in the face of situations of non-compliance with applicable regulation or that entail immediate or future risk.

§ 1º The functions defined in items I and IV of the caput of this article must be exercised jointly by the confederation, in the event of exercising the faculty provided for in the sole paragraph of art. 19.

§ 2º The Central Bank of Brazil may establish complementary functions for the centrals and confederations, considering the performance of their legal duties regarding the authorization and supervision of credit cooperatives.

Art. 23. The central cooperative or the confederation, as the case may be, must communicate to the Central Bank of Brazil:

I - requirements and criteria adopted to admit affiliation and proceed to de-affiliation of cooperatives, addressing the strategy for enabling the affiliation of newly constituted cooperatives that do not yet meet possible requirements regarding asset size and organizational structure, for the provision of 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 referred to in this chapter, including measures taken or recommended and eventual obstacles to their implementation, highlighting occurrences that indicate the possibility of future withdrawal;

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

IV - denial of affiliation request of a credit cooperative in operation or in constitution, addressing the reasons that led to this decision; and

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

Art. 24. A responsible administrator must be designated, by the central cooperative, towards the Central Bank of Brazil for the activities treated in this chapter, as well as by the confederation, aiming at the exercise of the faculty established in art. 20 and the functions referred to in § 1 of art. 22.

Art. 25. Upon finding non-compliance with any provision of this chapter, by the central credit cooperative or confederation, as the case may be, the Central Bank of Brazil, in the performance of its supervision duties, may adopt the following measures:

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

II - apply to the single cooperatives of the cooperative system the operational limits and other requirements relating to single cooperatives not affiliated with centrals, through the establishment of an adaptation schedule; and

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

Art. 26. The Central Bank of Brazil, considering the 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 said autarchy, including definition of specific procedures regarding certain affiliated credit cooperatives; and

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

CHAPTER VI

ON EXTERNAL AUDIT

Art. 27. Credit cooperatives, in contracting accounting statement audit services, must ensure compliance with current regulation on independent audit, especially Resolution No. 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 destined 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 ineffective for compliance with norms emanating from the National Monetary Council and the Central Bank of Brazil.

Art. 28. The following provisions apply to the carrying out of external audit by the cooperative audit entity referred to in art. 27, § 1:

I - registration of said entity with the Securities and Exchange Commission (CVM) and periodic replacement of the auditor are not required;

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

III - the limit on the percentage of annual revenue referred to in item V of art. 6 of the Regulation annexed to Resolution No. 3,198, of 2004, does not apply;

IV - periodic replacement of the technical manager and other members of the team involved in the audit of each cooperative must be provided, with the same periodicity originally established for the replacement of the auditor in Resolution No. 3,198, of 2004;

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

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 said entity, will not be accepted.

Art. 29. The audit referred to in this chapter must have as its object:

I - the accounting statements related to the base dates of June 30 and December 31 of each year of credit confederations, credit centrals, single cooperatives of free admission, of entrepreneurs, and of small entrepreneurs, microentrepreneurs, and microentrepreneurs, as well as those constituted under the authority of item I of § 3 of art. 12; and

II - the statements related to the closing of the fiscal year, in the other single cooperatives.

Art. 30. The holding of the Ordinary General Assembly must respect a minimum period of ten days after the disclosure of the closing accounting statements of the fiscal year, accompanied by the respective audit report.

Sole paragraph. The other reports resulting from the external audit must be kept available to associates who request them.

CHAPTER VII

ON CAPITAL AND EQUITY

Art. 31. The credit cooperative must observe the following minimum limits, regarding paid-up capital and Reference Equity (PR), as the case may be:

I - central credit cooperative and credit confederation: initial capital subscription of R$60,000.00 (sixty thousand reais) and PR of R$300,000.00 (three hundred thousand reais) after five years from the date of authorization for operation in the case of central, and after one year from that date in the case of confederation;

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

III - single cooperative of small entrepreneurs, microentrepreneurs, and microentrepreneurs, single cooperative of entrepreneurs, and cooperative constituted under the authority of item I of § 3 of art. 12: initial capital subscription of R$10,000.00 (ten thousand reais) and PR of R$120,000.00 (one hundred and twenty thousand reais) after four years from the date of authorization for operation;

IV - single 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 PR of R$250,000.00 (two hundred and fifty thousand reais) after four years from the date of authorization for operation; and

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

V - single cooperative of free admission of associates with area defined according to item II or § 4 of art. 14:

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

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

c) PR of R$25,000,000.00 (twenty-five million reais), in cases where the area of operation presents a population superior to two million inhabitants;

VI - single cooperative not affiliated with central: initial capital subscription of R$4,300.00 (four thousand and three hundred reais) and PR 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 reducer of 50% (fifty percent) applies to the minimum limits established in items IV and V.

Art. 32. For the purpose of verifying compliance with the minimum limits of paid-up capital and PR 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. 33. The credit cooperative must maintain a value of PR 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 Reference Equity (PRE), issued by the Central Bank of Brazil.

Art. 34. 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 or retention of part of its value, as well as granting of guarantee or assumption of co-obligation in a credit operation with those purposes; and

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

Sole paragraph. The corporate statute may establish rules regarding eventual redemptions of capital quotas, at the initiative of the associate, in order to preserve beyond the minimum number of quotas, the compliance with the limits established by current regulation and the integrity of the capital and equity, whose resources must remain for a sufficient period to reflect the stability inherent to its nature as fixed capital of the institution.

CHAPTER VIII

ON OPERATIONS AND EXPOSURE LIMITS BY CLIENT

Art. 35. The credit cooperative may carry out the following operations and activities, in addition to others established in specific regulation:

I - capture, only from associates, deposits without issuance of certificate; 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 authority of rural credit regulation in favor of rural producer associates;

III - apply resources in the financial market, including in demand deposits and interbank deposits, observing eventual specific legal and regulatory restrictions of each application;

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

V - provide, in the case of central credit cooperative and credit confederation:

a) to affiliated or non-affiliated cooperatives, technical services, including those related to the duties treated in Chapter V;

b) to affiliated cooperatives, service of administration of third-party resources, in the realization of applications on behalf and for the account of the cooperative holding the resources, observing the legislation and norms applicable to this activity; and

c) to affiliated cooperatives, service of centralized application of resources, subordinate to its own policy, approved by the board of directors, containing guidelines regarding the capture, application, and remuneration of resources transferred by the affiliates, observing proportionality in remuneration with respect to the participation of each affiliate in the total amount applied;

VI - provide the following services, aiming at the service of associates and non-associates:

a) collection, custody, and receipt and payment services on behalf of third parties, to natural persons and entities of any nature, including those belonging to the public powers at the federal, state, and municipal levels and their respective autarchies and companies;

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

c) placement of products and services offered by cooperative banks, including those related to exchange operations, in the name and for the account of the contracting institution;

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

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

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

§ 2º Contracts entered into with a view to providing the services referred to in items "c" and "d" of item VI of the caput of this article must contain clauses establishing:

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

II - adoption, by the contracted party, of an operations, service, and control manual 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 over operations carried out under contract, immediately verifiable by the supervision of the competent authorities;

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

V - prohibition of sub-contracting; and

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, in relation to the products and services offered in the name of the latter.

§ 3º Contracts signed with third parties for the provision of services referred to in item VI of the caput of this article must be kept available to the Central Bank of Brazil by credit cooperatives, as well as by contracting entities potentially subject to supervision by said autarchy.

Art. 36. The credit cooperative must observe the following exposure limits per client:

I - in investments in deposits and securities issued or guaranteed by the same entity, affiliated companies, and holding company and its subsidiaries: 25% (twenty-five percent) of RC;

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

a) by a single cooperative: 15% (fifteen percent) of RC, if affiliated with a credit cooperative central, and 10% (ten percent) of RC, if not affiliated with the central; and

b) by a confederation and central: 20% (twenty percent) of RC.

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

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

I - deposits and investments made in the respective credit cooperative central or confederation, or in the cooperative bank belonging to the cooperative system;

II - investments in federal public bonds; and

III - investments in shares of investment funds.

§ 3º In the case of investment in investment fund shares where the cooperative is the sole shareholder, the investments 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 capital of other financial institutions must be deducted from RC, except for the credit cooperative to which it is affiliated.

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

Art. 37. The credit cooperative central that, together with the adoption of a system of reciprocal guarantees among the affiliated singles, carries out the financial centralization of the net liquidity of these affiliates may use the exposure limit per client of 10% (ten percent) of the sum of the total RC of the affiliates, limited to the RC of the central, in the following operations:

I - deposits and securities issued or guaranteed by the same financial institution, affiliated companies, and holding company and its subsidiaries, observing the provisions of § 2 of art. 36;

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

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

§ 1º The granting of credits and guarantees, as defined by items II and III of the caput of this article, is subject to the establishment of own rules, approved by the 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 of the caput of this article may not exceed the limit provided for in this article, and operations eventually existing subject to the limit provided for in art. 36, item II, item "b", must also be computed.

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

I - establish minimum conditions to be observed by credit cooperative centrals and their respective affiliates; and

II - determine, based on internal procedures, in the exercise of its supervision duties, the suspension of this application by any credit cooperative central.

Art. 38. In the two years following the date of commencement of operation, the single affiliate of a credit cooperative central may adopt the following exposure limits per client, for granting credits to the same member 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. 36, item II, item "a", carried out in favor of the member with resources from other sources:

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

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

CHAPTER IX

ON THE CANCELLATION OF THE AUTHORIZATION FOR OPERATION

Art. 39. The Central Bank of Brazil will cancel the authorization for operation of a credit cooperative that enters the ordinary liquidation regime.

Art. 40. The Central Bank of Brazil, having exhausted other measures within 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; or

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

Sole Paragraph. The Central Bank of Brazil, prior to cancellation for the reasons referred to in this article, 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 X

SUPPLEMENTARY PROVISIONS

Art. 41. The single credit cooperative not affiliated with the credit cooperative central may contract services of central and confederation of centrals aiming, among others, at the implementation of internal control systems and the carrying out of internal audit required by current regulatory provisions.

Art. 42. Respecting the legislation and regulation in force, the credit cooperative may only participate in the capital of:

I - credit cooperative central or confederation of credit constituted, respectively, by single cooperatives or by central cooperatives;

II - financial institutions controlled by credit cooperatives, according to specific regulation;

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

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

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

§ 2º The corporate participation held by a credit cooperative under item I of the caput of this article should not be computed for the purpose of observing the immobilization limit established in current regulation.

Art. 43. It is prohibited for members of statutory bodies and occupants of management functions 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 of merchant development companies, except for credit cooperatives.

Sole Paragraph. The prohibition provided for in this article does not apply to the participation of councilors of credit cooperatives in the board of directors or equivalent body of financial institutions and other entities controlled, directly or indirectly, by the aforementioned cooperatives, provided that no executive functions are assumed in these subsidiaries.

Art. 44. The single credit cooperative must maintain, in its premises, in an accessible and visible location, a printed publication or information board of the rights and duties of members, containing exposure on the form of allocation of eventual losses and the existence or not of guarantee fund coverage and respective limits.

Art. 45. The 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, § 1º, items I, II and III, not being required, for the continuity of its operation, the adaptation to 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. 46. Infractions to the provisions of the legislation in force and of this resolution, as well as the practice of acts contrary to cooperative principles, subject the directors and members of administrative, supervisory, and similar councils of credit cooperatives to the penalties prescribed in Law No. 4.595, of December 31, 1964, without prejudice to others established in the legislation in force.

§ 1º Upon finding 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 presentation of the regularization plan and for compliance with measures for compliance and other pertinent conditions will be determined by the Central Bank of Brazil.

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

Art. 47. Credit cooperatives, for the realization of their operations and activities, may install permanent or temporary service points, including electronic ones, as well as administrative units, in the area of operation defined in the respective statute, observing the general procedures established in the relevant regulation.

Art. 48. 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. 49. This resolution enters into force on the date of its publication.

Art. 50. Resolution No. 3.442, of February 28, 2007, and art. 5 of Resolution No. 3.454, of May 30, 2007, are hereby revoked, and citations and the basis of validity of normative acts issued by the Central Bank of Brazil, based on the norms now revoked, shall have this resolution as reference.

Brasília, May 27, 2010.

Alexandre Antonio Tombini
President, substitute