Resolution CMN No. 4122 — Establishes Requirements and Procedures for Constitution, Authorization to Operate, Cancellation of Authorization, Changes in Control, Corporate Reorganizations, and Conditions for Holding Offices in Statutory or Contractual Bodies of Financial Institutions

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 an extraordinary session held on August 2, 2012, based on Article 4, item VIII, and Article 10, item XI, of the aforementioned Law, in Law No. 4,728 of July 14, 1965, in Article 20, § 1, of Law No. 4,864 of November 29, 1965, in Law No. 6,099 of September 12, 1974, and in Article 1 of Provisional Measure No. 2,192-70 of August 24, 2001,

R E S O L V E S:

Art. 1 This Resolution establishes, in accordance with the Annexed Regulations I and II, respectively:

I - requirements and procedures for the authorization of constitution and operation, cancellation of authorization, and changes in control and corporate reorganizations of multiple banks, commercial banks, investment banks, development banks, foreign exchange banks, credit, financing and investment companies, real estate credit companies, mortgage companies, development agencies, leasing companies, securities and currency brokerage companies, securities distribution companies, and foreign exchange brokerage companies; and

II - conditions for holding offices in statutory or contractual bodies of financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

Art. 2 The Central Bank of Brazil shall provide for:

I - the documents necessary to support the processes related to the matters addressed in this Resolution;

II - the deadlines to be observed in the processing of the processes.

Art. 3 The Central Bank of Brazil, during the analysis of the matters addressed in this Resolution, may:

I - request any additional documents and information deemed necessary to decide on the claim, including from authorities abroad;

II - summon for a technical interview the members of the control group, holders of qualified participation, and those indicated, elected, or appointed to hold offices in the statutory or contractual bodies of the institution.

Art. 4 In the analysis of the processes addressed in this Resolution, considering the circumstances of each concrete case and the context of the facts, the Central Bank of Brazil may exceptionally, and in the face of duly justified public interest, waive compliance with the conditions established for entering the control group of the institutions referred to in Article 1, item I, or for holding the offices provided for in Article 1, item II.

Art. 5 The Central Bank of Brazil may deny requests related to the matters addressed in this Resolution if it is found:

I - circumstances that may affect the reputation of the administrators, members of the control group, holders of qualified participation;

II - falsity in the declarations or documents presented in the support of the process.

Sole Paragraph. In the cases covered by this article, the Central Bank of Brazil shall grant a deadline to the interested parties to present justifications.

Art. 6 For the purposes of this Resolution, it is understood as:

I - qualified participation: the direct or indirect participation held by natural or legal persons, equivalent to 15% (fifteen percent) or more of shares or quotas representing the total capital of the institutions referred to in Article 1, item I;

II - control group: a person, or group of persons linked by a voting agreement or under common control, that holds shareholder rights corresponding to the majority of the share capital of a corporation or to 75% (seventy-five percent) of the share capital of a limited liability company.

Sole Paragraph. In cases where the control of the company is not identified according to the criteria mentioned in item II of the main text, the Central Bank of Brazil may use other elements to identify the control group.

Art. 7 The Central Bank of Brazil may archive requests related to the matters addressed in this Resolution when:

I - there is non-compliance with any of the deadlines provided for in this Resolution; or

II - requests for the presentation of additional documents, provision of information, appearance for technical interviews, or other requests related to the process are not met within the specified deadline.

Art. 8 If falsity in the declarations or documents presented in the support of the processes provided for in this Resolution is verified at any time, and considering the relevance of the omitted or distorted facts, based on the circumstances of each case and public interest, the Central Bank of Brazil may:

I - in the case of authorization processes for constitution and operation, review the decision that authorized the operation of the institution;

II - in the case of change in control, corporate reorganization, or acquisition of qualified participation, determine that the operation be regularized;

III - in the case of election or appointment to hold an office in the statutory or contractual body of the institution, review the decision that approved the election or appointment.

§ 1 In the hypotheses described in the main text, the Central Bank of Brazil shall initiate an administrative process, notifying the interested party at the address provided to the Autarchy to manifest regarding the irregularity found.

§ 2 The interested party shall be notified by public notice, if not found at the address provided to the Central Bank of Brazil.

§ 3 The measures provided for in this article may also be adopted if circumstances pre-existing or subsequent to the election or appointment that may affect the reputation of those elected or appointed to statutory or contractual offices are found at any time.

§ 4 The relevant registration body shall be notified of the measure adopted by the Central Bank of Brazil.

Art. 9 The Central Bank of Brazil is authorized to issue the acts necessary for the execution of the provisions of this Resolution.

Art. 10 This Resolution enters into force on the date of its publication.

Art. 11 Resolutions Nos. 3,040 of November 28, 2002, 3,041 of November 28, 2002, and 3,141 of November 27, 2003, are revoked, except with respect to requests filed with the Central Bank of Brazil up to the publication of this Resolution, which will continue to be governed by the provisions of the aforementioned Resolutions.

Alexandre Antonio Tombini
President of the Central Bank of Brazil

REGULATORY ANNEX I TO RESOLUTION NO. 4,122, OF AUGUST 2, 2012

Regulates the requirements and procedures for the authorization of constitution and operation, cancellation of authorization, and changes in control and corporate reorganizations of the institutions specified.

Art. 1 The provisions of this Regulation are subject to multiple banks, commercial banks, investment banks, development banks, foreign exchange banks, credit, financing and investment companies, real estate credit companies, mortgage companies, development agencies, leasing companies, securities and currency brokerage companies, securities distribution companies, and foreign exchange brokerage companies.

CHAPTER I

ON CONSTITUTION AND AUTHORIZATION TO OPERATE

Art. 2 The operation of the institutions referred to in Article 1 presupposes:

I - constitution, in accordance with legal norms, this Resolution, and other prevailing regulatory provisions;

II - authorization to operate.

Art. 3 In the constitution process, the person technically qualified to conduct the project at the Central Bank of Brazil must be indicated, as well as the organizing group of the institution, which must include representatives of the future control group and future holders of qualified participation.

Art. 4 The constitution process of the institutions referred to in Article 1 shall begin with the presentation to the Central Bank of Brazil of:

I - draft of the statement of purpose provided for in item I of Article 6;

II - executive summary of the business plan provided for in item II of Article 6, the minimum content of which shall be defined by the Central Bank of Brazil;

III - identification of the members of the control group of the institution and holders of qualified participation in the institution, with their respective corporate participations, accompanied by the declaration referred to in Article 4 of Annex II of this Resolution;

IV - identification of the natural and legal persons that make up the economic group to which the institution will belong and that may come to exercise direct or indirect influence on its business;

V - declarations and documents demonstrating that the members of the control group have knowledge of the business sector and the segment in which the institution intends to operate, including aspects related to market dynamics, sources of operational resources, management, and risks associated with operations;

VI - identification of the origin of the resources to be used in the venture;

VII - express authorization, by all members of the control group and all holders of qualified participation:

a) to the Federal Revenue Secretariat of Brazil, for the provision to the Central Bank of Brazil of a copy of the income, assets and rights, and debts and real burdens declaration, relating to the last three fiscal years, for exclusive use in the respective authorization process;

b) to the Central Bank of Brazil, for access to information about themselves contained in any public or private registration and information system, including judicial or administrative processes and police inquiries.

Art. 5 Upon receipt of the documentation, prepared in accordance with Article 4, the Central Bank of Brazil shall summon the future controllers of the institution for a technical interview, in order to present the venture proposal.

§ 1 If the Central Bank of Brazil deems the venture proposal presented inadequate, it shall communicate this decision to the interested parties, and may summon them for a new technical interview if they resubmit the proposal, with the necessary adjustments.

§ 2 If, after the second technical interview, the Central Bank of Brazil maintains its unfavorable understanding of the venture proposal presented, it shall communicate the denial of the request.

§ 3 The Central Bank of Brazil may waive the holding of the technical interview, communicating such fact to the interested parties, if:

I - the venture proposal is sufficiently outlined in the Executive Summary and the future controllers have demonstrated the necessary knowledge of the business sector and the segment in which the institution intends to operate;

II - the request for authorization to operate is made by an institution mentioned in Article 1 or by natural or legal persons who are part of the control group of an institution referred to in Article 1.

Art. 6 The interested parties shall, within 60 (sixty) days from the favorable manifestation of the Central Bank of Brazil regarding the venture proposal, meet the following conditions:

I - publication of a statement of purpose by natural or legal persons who are not part of the control group of an institution mentioned in Article 1, in the terms and conditions established by the Central Bank of Brazil, which shall also publish it, using the means it deems most appropriate;

II - presentation of a business plan composed of the following documents, covering the period stipulated by the Central Bank of Brazil in the form of § 2 of this article:

a) financial plan, which must demonstrate the economic-financial viability of the project and must include:

1. economic premises;

2. project premises;

3. methodology used for business evaluation;

4. projection, prepared on a monthly basis, of the financial statements and cash flow;

5. capital structure and financing sources;

6. estimate of the discount rate, calculated based on a widely accepted methodology for calculating the cost of equity capital;

7. calculation of the Net Present Value (NPV) of the project based on the Cash Flow Available to Shareholders;

8. description of the critical variables for the success of the venture, as well as the construction of three scenarios (base, conservative, and ideal), in which it is possible to verify the impact generated by changes in these variables on the results obtained;

b) marketing plan, which must include the following topics:

1. strategic objectives of the venture;

2. description of the market in which the institution intends to operate, including the risks existing therein and those resulting from eventual business concentration;

3. target audience;

4. main products and services to be offered;

5. competition analysis;

6. technologies to be used in product placement and sizing of the service structure;

c) operational plan, detailing the following aspects:

1. the corporate composition of the institution and the economic group to which it belongs, explicitly stating, at all levels of participation, the members of the control group, holders of qualified participation, foreign participants, if any, as well as the respective quantities and types of shares or quotas held, until it is evident who the final controllers are;

2. the relationship the institution intends to maintain with other natural or legal persons that make up the economic group to which it belongs;

3. corporate governance standards and business management structure;

4. the organizational chart of the institution and personnel policy;

5. the physical structure;

6. internal controls, the structure to be used in risk management, contingency plans to be adopted, and the indication of systems, procedures, and controls to be used for the detection and prevention of operations whose characteristics may indicate the existence of crimes typified in Law No. 9,613 of March 3, 1998;

7. the structure provided to meet the requirements of the Central Bank of Brazil regarding the provision of information for statistical and supervisory purposes and the disclosure of accounting statements in established standards;

III - presentation of drafts of the corporate acts of constitution of the legal entity subject to authorization to operate;

IV - demonstration of economic-financial capacity compatible with the size, nature, and objective of the venture, to be met, at the discretion of the Central Bank of Brazil, by the control group or, individually, by each member of the control group;

V - absence of restrictions that may, in the judgment of the Central Bank of Brazil, affect the reputation of the controllers and holders of qualified participation, applying, where applicable, the requirements established in Articles 2 and 3 of Annex II of this Resolution.

§ 1 The Central Bank of Brazil, in cases it deems necessary, may require:

I - publication of a statement of purpose by natural or legal persons who are part of the control group of an institution mentioned in Article 1;

II - commitment to enter into a shareholders' or quota holders' agreement containing express definition of the control group of the institution subject to the process.

§ 2 With respect to the documents referred to in item II of the main text, the Central Bank of Brazil, taking into account the nature and size of the institution, may:

I - establish a minimum coverage period to be considered in the preparation of these documents;

II - adapt compliance with the established requirements.

§ 3 The following are waived:

I - the publication of the statement of purpose referred to in item I of the main text, in the case of constitution of development agencies;

II - the sending of the financial plan referred to in item II, letter "a", of the main text, in the case of constitution of securities brokerage companies, securities distribution companies, and foreign exchange brokerage companies.

§ 4 In the case of item II of § 3, the financial plan must remain at the company's headquarters during the period stipulated in the form of § 2, and the Central Bank of Brazil may require its presentation at any time during this period.

Art. 7 Within 180 (one hundred and eighty) days from receipt of the favorable manifestation of the Central Bank of Brazil regarding compliance with the conditions provided for in Article 6, the interested parties shall:

I - formalize the corporate acts of constitution of the legal entity to be subject to authorization to operate by the Central Bank of Brazil, taking them, after approval by the Autarchy, to filing with the Commercial Registry;

II - implement the organizational structure, including corporate governance structures, business management, internal controls, and risk management, hiring electronic systems and labor, acquiring equipment, and adopting all other measures provided for in the business plan and necessary for the institution's activities;

III - present to the Central Bank of Brazil a request requesting the holding of an inspection to verify the implemented organizational structure.

§ 1 The bylaws or articles of association of the legal entity referred to in the main text, item I, shall expressly contain a clause establishing that:

I - until the issuance of the authorization to operate the institution, the performance of any activity is prohibited, especially operations exclusive to the institutions referred to in Article 1, only those necessary to comply with the provisions of this article being permitted;

II - the company shall be governed subsidiarily by the corporation law, in accordance with Article 1,053, sole paragraph, of Law No. 10,406 of January 10, 2002 (Civil Code), when not organized in the form of a corporation.

§ 2 The share capital of the company provided for in the main text, item I, shall be fully paid exclusively in current currency.

§ 3 While the legal entity referred to in the main text, item I, maintains in its bylaws or articles of association the restrictive clause mentioned in § 1, item I, its paid-up capital may be restricted to an amount sufficient to adopt the measures provided for in the main text, item II.

§ 4 Until the issuance of the authorization to operate by the Central Bank of Brazil, the legal entity referred to in the main text, item I, shall not be considered by the Autarchy, for any purposes, as one of the institutions referred to in Article 1.

Art. 8 Within 60 (sixty) days from receipt of the document provided for in item III of Article 7, the Central Bank of Brazil shall conduct an inspection at the institution, in order to evaluate the compatibility between the implemented organizational structure and that provided for in the business plan.

Sole Paragraph. If incompatibility between the existing organizational structure and that provided for in the business plan is found, the Central Bank of Brazil shall set a deadline for correction, after which, in case of non-compliance, it shall deny the request.

Art. 9 If the adequacy of the organizational structure is found, the authorization to operate will depend on the presentation to the Central Bank of Brazil, within 90 (ninety) days, of documentation proving the adoption of the following measures:

I - alteration of the bylaws or articles of association of the legal entity referred to in item I of Article 7, in order to adapt its share capital to the amount provided for in the business plan;

II - election of administrators and other members of the statutory or contractual bodies of the institution;

III - proof of the origin of the resources used in the venture.

Art. 10 If the Central Bank of Brazil verifies compliance with the conditions provided for in Article 9, authorization to operate the institution shall be issued.

Sole Paragraph. Once the authorization referred to in the main text is issued, the institution shall be considered in operation, for purposes of application and observance of prevailing regulation.

Art. 11 Once activities have begun, the institution shall, during the period stipulated by the Central Bank of Brazil in the form of § 2 of Article 6, demonstrate, in the management report accompanying the semi-annual financial statements, the adequacy of the operations carried out with the strategic objectives established in the business plan.

Sole Paragraph. If, during the period referred to in the main text, non-adequacy of operations with the business plan is found, the institution shall present reasoned justifications, which shall be subject to examination by the Central Bank of Brazil, which may establish additional conditions for the operation of the institution, setting a deadline for compliance.

Art. 12 In the case of requests for authorization to operate made by an institution mentioned in Article 1 or by natural or legal persons who are part of the control group of an institution referred to in Article 1, the requirements established in item II of Article 7 may be met through an operational agreement for sharing organizational structures between the legal entity to be subject to authorization to operate referred to in item I of Article 7 and another company belonging to the same economic group.

CHAPTER II

ON AUTHORIZATION FOR TRANSFER OF CORPORATE CONTROL AND FOR REORGANIZATION

Art. 13 The transfer of corporate control and any direct or indirect change in the control group, which may imply a change in the list of persons exercising effective management of the institution's business, resulting from:

I - shareholders' or quota holders' agreement;

II - inheritance and acts of disposition of will, such as donation, advance of legitime, and constitution of usufruct;

III - act, isolated or together, of any person, natural or legal, or group of persons representing a common interest,

are subject to authorization by the Central Bank of Brazil.

Sole Paragraph. The provisions of this article do not apply to transfers of corporate control to legal persons in which there is no change in the list of final controllers of the institution.

Art. 14 The following are also subject to authorization by the Central Bank of Brazil:

I - change of corporate object, observing the provisions of Article 19;

II - creation or cancellation of operational portfolio, by multiple bank;

III - merger, spin-off, or incorporation;

IV - corporate transformation.

Art. 15 The requests referred to in Articles 13 and 14 must observe the following conditions:

I - in the cases provided for in Article 13, the documents and conditions provided for in items I, III, IV, V, and VII of Article 4 and in items I, IV, and V of Article 6 must be presented, as well as proof of the origin of the resources used in the operation;

II - in the cases provided for in Article 14, a reasoned justification for the operation must be presented.

Sole paragraph. The Central Bank of Brazil, in the analysis of the processes referred to in the main text, may summon the interested parties to conduct a technical interview, require the presentation of complementary documents, and compliance with other requirements provided for in arts. 4 to 8.

Art. 16. The following operations must be submitted to the Central Bank of Brazil, under the conditions it establishes:

I - entry of a shareholder or partner with a qualified participation or with rights corresponding to a qualified participation;

II - assumption of the status of shareholder or partner holding a qualified participation;

III - expansion of the qualified participation by a percentage equal to or greater than 15% (fifteen percent) of the institution's capital, cumulatively or not.

§ 1º The Central Bank of Brazil may request information and documents deemed necessary for the perfect clarification of the operation, including regarding the origin of the resources used therein and the reputation of those involved.

§ 2º After examining the aspects of the operation referred to in § 1º and finding any irregularity, the Central Bank of Brazil may determine that the operation be regularized, through its unwinding or the alienation of the qualified participation.

CHAPTER III

ON THE CORPORATE CONTROL STRUCTURE

Art. 17. The direct corporate participation that implies control of the institutions referred to in art. 1º may only be exercised by:

I - natural persons;

II - financial institutions headquartered in the country or abroad and other institutions authorized to operate by the Central Bank of Brazil;

III - other legal entities headquartered in the country whose exclusive corporate purpose is corporate participation in financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

§ 1º The provisions of the main text of this article do not apply:

I - to development agencies;

II - to institutions constituted before November 28, 2002, while the control structure existing on that date persists.

§ 2º The entry of a partner or partner as a member of the control group requires compliance with the provisions of the main text.

§ 3º The Central Bank of Brazil may require the execution of a shareholders' or partners' agreement, including the express definition of corporate control, in cases it deems necessary.

Art. 18. The following are conditioned on the absence of objection by the supervisor of the country of origin:

I - the constitution, in the country, of a subsidiary of a financial institution headquartered abroad;

II - the entry of a financial institution headquartered abroad into the direct or indirect control group of an institution mentioned in art. 1º.

CHAPTER IV

ON THE CANCELLATION OF THE AUTHORIZATION TO OPERATE

Art. 19. The dissolution of the company or the change of its corporate purpose, which results in its disqualification as a company part of the financial system, implies the cancellation of the respective authorization to operate.

Art. 20. The following are indispensable requirements for the cancellation, upon request, of the authorization to operate of the institutions referred to in art. 1º:

I - publication of a statement of purpose under the terms and conditions established by the Central Bank of Brazil, which shall also publish it, using the means it deems most appropriate;

II - deliberation in a general assembly or in a meeting of partners, as the case may be;

III - instruction of the respective process with the Central Bank of Brazil under the terms and conditions established by it.

§ 1º In addition to the requirements established in this article, the Central Bank of Brazil may condition the cancellation to the liquidation of passive operations exclusive to the institutions referred to in art. 1º.

§ 2º The provisions of this article do not apply to the extinction of the company resulting from a merger, total spin-off, or incorporation, provided that the resulting or successor institution is authorized to operate by the Central Bank of Brazil.

Art. 21. The Central Bank of Brazil may cancel the authorization to operate of the institutions to which this Resolution applies, when it finds, at any time, one or more of the following situations:

I - lack of habitual practice of operations considered essential, under the applicable norms, for the types of institutions mentioned in art. 1º of this Regulation;

II - operational inactivity;

III - non-location of the institution at the address informed to the Central Bank of Brazil;

IV - interruption, for more than 4 (four) months, without justification, of the sending to the Central Bank of Brazil of the statements required by current regulation;

V - non-compliance with the business plan provided for in item II of art. 6º, considering the verification period referred to in art. 11.

§ 1º The Central Bank of Brazil, prior to the cancellation referred to in the main text, must:

I - disclose to the public, by the means it deems most appropriate, its intention to cancel the authorization in question, with a view to the possible presentation of objections within a period of 30 (thirty) days;

II - institute an administrative process, notifying the institution at the address provided to the Central Bank of Brazil to manifest its position regarding the intention to cancel;

III - consider the risks of cancellation for the stability of the national financial system, for popular savings, and for the operational creditors of the institution.

§ 2º In the case of item III of the main text, or if the interested party cannot be found, the notification referred to in item II of § 1º shall be made by means of a public notice.

§ 3º Once the cancellation referred to in the main text is effected, the Central Bank of Brazil shall communicate the fact to the Board of Trade or the competent registration body.

REGULATORY ANNEX II TO RESOLUTION NO. 4,122, OF AUGUST 2, 2012

                             Regulates the conditions for the exercise of positions in statutory or contractual bodies of the financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

Art. 1º The taking of office and exercise of positions in statutory or contractual bodies of financial institutions and other institutions authorized to operate by the Central Bank of Brazil are exclusive to persons whose election or appointment has been accepted by the Autarchy, which is responsible for analyzing the respective processes and taking the decisions it considers convenient to the public interest.

§ 1º The election or appointment of members of statutory or contractual bodies must be submitted to the approval of the Central Bank of Brazil, within a maximum period of 15 (fifteen) days from its occurrence, duly accompanied by the documentation defined by the Autarchy.

§ 2º The provisions of this Resolution are exempted from federal public financial institutions, whose members of statutory bodies are invested in their respective positions in accordance with current legislation, without prejudice to the obligation to communicate the respective acts of election or appointment to the Central Bank of Brazil within a maximum period of 15 (fifteen) days from their occurrence.

Art. 2º The conditions for the exercise of the positions referred to in art. 1º, in addition to others required by legislation and current regulation, are:

I - to have an unblemished reputation;

II - to be a resident in the country, in the cases of director, managing partner, and fiscal councilor;

III - not to be impeded by special law, nor convicted of bankruptcy crime, tax evasion, malfeasance, active or passive corruption, extortion, embezzlement, against the popular economy, public faith, property, or the National Financial System, or sentenced to a criminal penalty that prohibits, even temporarily, access to public positions;

IV - not to be declared ineligible or suspended from the exercise of positions of fiscal councilor, administration councilor, director, or managing partner in the institutions referred to in art. 1º or in entities of complementary pension, insurance companies, capitalization societies, open companies, or entities subject to the supervision of the Securities and Exchange Commission;

V - not to be responding, nor any company of which they are controller or administrator, for protest of titles, judicial collections, issuance of bad checks, default on obligations, and other analogous occurrences or circumstances;

VI - not to be declared bankrupt or insolvent;

VII - not to have controlled or administered, in the 2 (two) years preceding the election or appointment, a firm or society subject to a declaration of insolvency, liquidation, intervention, bankruptcy, or judicial reorganization.

Sole paragraph. In the cases of elected or appointed persons who do not meet the provisions of the main text, items V to VII, the Central Bank of Brazil may analyze the individual situation of the candidates, with a view to assessing the possibility of accepting the homologation of their names.

Art. 3º To evaluate compliance, by the elected or appointed person, with the requirement established in art. 2º, item I, the Central Bank of Brazil may take into account the following situations and occurrences:

I - criminal process or police inquiry to which the elected or appointed person is responding, or any society of which they are or were, at the time of the facts, controller or administrator;

II - judicial or administrative process that has a relationship with the National Financial System;

III - other situations, occurrences, or analogous circumstances deemed relevant by the Central Bank of Brazil.

Sole paragraph. In the analysis regarding the parameters stipulated in this article, the Central Bank of Brazil will consider the circumstances of each case, as well as the context in which the election of the candidates occurred, with a view to assessing the possibility of accepting or rejecting their names, in view of the public interest.

Art. 4º Without prejudice to the other documents necessary for the instruction of the process, the elected or appointed persons for positions in statutory or contractual bodies of the institutions referred to in art. 1º must present to the Central Bank of Brazil the authorizations described in item VII of art. 4º of Annex I of this Resolution and a declaration regarding their eventual classification in any of the situations provided for in arts. 2º and 3º, in the manner to be defined by the Autarchy, observing the provisions of art. 8º of this Resolution.

§ 1º If the elected or appointed person falls into any of the situations provided for in art. 3º, such circumstance must be informed in the declaration referred to in the main text, which must be accompanied by documents that allow assessing the nature and stage in which the reported occurrences are.

§ 2º The acceptance, by the Central Bank of Brazil, of names for the exercise of the positions referred to in art. 1º does not exempt the elected or appointed persons, the institution, its controllers, and administrators from responsibility for the veracity of the information provided to the Autarchy.

Art. 5º It is also a condition for the exercise of the positions of member of the board of directors, director, or managing partner of the institutions referred to in art. 1º to possess technical capacity compatible with the duties of the position for which they were elected or appointed.

§ 1º The technical capacity referred to in the main text must be proven based on academic training, professional experience, or other criteria deemed relevant, through documents and a declaration signed by the institutions referred to in art. 1º, submitted to the evaluation of the Central Bank of Brazil concomitantly with the documentation provided for in art. 4º.

§ 2º The declaration referred to in § 1º is waived in the cases of election of administration councilor, director, and managing partner with a mandate in force in the same institution or in another entity part of the respective financial conglomerate.

Art. 6º A statement of purpose must be published, with a view to the exercise of positions of administration councilor, director, or managing partner of the institutions to which Annex I of this Resolution applies and of credit cooperatives with free admission of members, regarding the elected or appointed persons, whose names have not been previously approved by the Central Bank of Brazil for the exercise of such positions in the referred institutions.

Sole paragraph. The Central Bank of Brazil may, if it deems necessary, adopt the following measures regarding the statement of purpose referred to in the main text, both in isolated cases and through general norms and procedures:

I - determine its publication, in the case of elected or appointed persons for positions of member of the board of directors, director, or managing partner, and also in the case of those whose names have already been previously accepted by the Autarchy;

II - establish the form and deadline for its publication, as well as the deadline for receiving objections from the public, with a view to the progress of the respective process;

III - proceed to its disclosure by the means it deems most appropriate.

Art. 7º The period of 60 (sixty) days referred to in art. 33, § 1º, of Law No. 4,595, of December 31, 1964, must be counted from the date on which all the information necessary for the Central Bank of Brazil to decide the process is gathered in the records.

Sole paragraph. In cases where the publication of the statement of purpose referred to in art. 6º is required, it is a condition for the process to be considered instructed the passage of the period established by the Central Bank of Brazil for the receipt of objections from the public.

Art. 8º The temporary removal of a member of a statutory body of the institutions referred to in art. 1º, determined during the course of a process instituted in accordance with current legislation, does not exclude the removed person from the scope of the prohibitions applicable to members in office.

Art. 9º The Central Bank of Brazil must disclose the names of the elected or appointed persons accepted by it, using the means it deems most appropriate.

Art. 10. The statutes or articles of association of the institutions to which art. 1º applies must contain a clause explaining that the mandate of the occupants of positions in their statutory or contractual bodies, with the exception of the fiscal council, shall extend until the taking of office of their substitutes.

Sole paragraph. Institutions that, on the date of publication of this Resolution, do not have the clause referred to in the main text in their statutes or articles of association must provide for the inclusion of such provision in the first statutory reform or contractual amendment they carry out after the issuance of this Resolution.

Art. 11. If the name of an elected or appointed person for the positions referred to in art. 1º is rejected by the Central Bank of Brazil, the institution must, within a period of 30 (thirty) days counted from the date on which the decision of denial becomes final, carry out the election or appointment of the substitute for the unapproved name.