Resolution CMN No. 5,050 — Regulates the Organization and Operation of Direct Credit Companies and Peer-to-Peer Lending Companies and Governs P2P Loan and Financing Operations via Electronic Platforms

RESOLUTION CMN
NO. 5,050, OF NOVEMBER 25, 2022

Provides for the organization and operation of direct credit companies and peer-to-peer lending companies and regulates the carrying out of loan and financing operations between persons through an electronic platform.

The
Central Bank of Brazil, in accordance with Art. 9 of Law No. 4,595, of December 31, 1964, makes public that the National Monetary Council, in a session held on November 24, 2022, based on Art. 4, items VI and VIII, of the said Law,

R E S O L V E S:

CHAPTER I
OF THE OBJECT AND SCOPE OF APPLICATION

Art. 1 This Resolution provides for the organization and operation of direct credit companies and peer-to-peer lending companies and regulates the carrying out of loan and financing operations between persons through an electronic platform.

CHAPTER II
DEFINITIONS

Art. 2 For the purposes of this Resolution, the following are considered:

I - credit representative instrument: a contract or credit title that represents the debt related to the loan and financing operation between persons through an electronic platform; and

II - electronic platform: an electronic system that connects creditors and debtors through a website or application.

CHAPTER III
OF THE DIRECT CREDIT COMPANY

Section I
Of the Constitution, the Authorization for Operation, and the Minimum Share Capital

Art. 3 Direct credit companies are financial institutions and must be constituted in the form of a corporation.

Art. 4 The name of the institutions mentioned in Art. 3 must include the expression "Direct Credit Company," and the use of a name or trade name containing terms characteristic of other institutions of the National Financial System or similar expressions, in the national language or in a foreign language, is prohibited.

Art. 5 The operation of direct credit companies depends on authorization from the Central Bank of Brazil, in accordance with specific regulation.

Art.
6 Direct credit companies must permanently observe the minimum limit of paid-up share capital and net equity of R$1,000,000.00 (one million reais).

Art. 6 (Revoked by Joint Resolution No. 14, of 3/11/2025.)

Section II
Of the Object of Direct Credit Companies

Art.
7 Direct credit companies have as their object the carrying out of loan, financing, and acquisition of credit rights operations exclusively through an electronic platform, using financial resources that originate from own capital or the resources referred to in item II of Art. 8.

Art.
7 Direct credit companies have as their object the carrying out of loan, financing, and acquisition of credit rights operations exclusively through an electronic platform, using financial resources that originate from: (Wording given, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

I - own capital; or (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

II - transfers and loans originating from the National Bank for Economic and Social Development – BNDES for the granting of credit, in conformity with the corporate object of the direct credit company. (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

Sole
Paragraph. In addition to carrying out the operations mentioned in the main text, direct credit companies may provide only the following services, subject to current regulation:

§ 1 In addition to carrying out the operations mentioned in the main text, direct credit companies may provide only the following services, subject to current regulation: (Transformed into § 1, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

I - credit analysis for third parties;

II - collection of third-party credit;

III - acting, through an electronic platform, as an insurance representative in the distribution of insurance related to the operations mentioned in the main text, in accordance with the regulation of the National Council of Private Insurance (CNSP);

IV - issuance of electronic money;

V - issuance of post-payment payment instruments; and

VI - acting as a payment transaction initiator.

§ 2 The use of the resources referred to in item II of the main text must comply with the legislation and regulation governing BNDES operations. (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

Art.
8 Direct credit companies may finance the operations referred to in Art. 7 exclusively through the:

Art.
8 Direct credit companies may finance the loan, financing, and acquisition of credit rights operations mentioned in Art. 7 exclusively through the sale or assignment: (Wording given, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

I - carrying out the sale or assignment of the credits related to these same operations only to:

I - of these credits or credit rights; (Wording given, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

a) financial institutions;

a) (Revoked, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

b) investment funds whose shares are intended exclusively for qualified investors, as defined by the regulation of the Securities and Exchange Commission;

b) (Revoked, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

c) securitization companies that distribute the securitized assets exclusively to qualified investors, as defined by the regulation of the Securities and Exchange Commission; or

c) (Revoked, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

II obtaining resources for the granting of credit, in conformity with its corporate object, in transfer and loan operations originating from the National Bank for Economic and Social Development (BNDES).

II - of instruments representing these credits or credit rights; or (Wording given, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

III - of certificates of bank credit notes issued by them, provided they represent bank credit notes issued by them. (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

§ 1 The financing of the operations carried out by direct credit companies, referred to in items I, II, and III of the main text, may only be carried out by: (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

I - financial institutions; (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

II - investment funds whose shares are intended exclusively for qualified investors; and (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

III - securitization companies that distribute the securitized assets exclusively to qualified investors. (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

§ 2 The operations carried out with investment funds and securitization companies, in accordance with items II and III of § 1, must additionally comply with the regulation of the Securities and Exchange Commission. (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

Art. 9 Direct credit companies must select potential customers based on consistent, verifiable, and transparent criteria, encompassing relevant aspects for credit risk assessment, such as:

I - economic and financial situation;

II - degree of indebtedness;

III - capacity to generate results or cash flows;

IV - punctuality and delays in payments;

V - economic activity sector; and

VI - credit limit.

Section III
Prohibitions

Art. 10. Direct credit companies are prohibited from:

I - raising resources from the public, except through the issuance of shares; and

II - participating in the capital of financial institutions.

CHAPTER IV
OF THE PEER-TO-PEER LENDING COMPANY

Section I
Of the Constitution, the Authorization for Operation, and the Minimum Share Capital

Art. 11. Peer-to-peer lending companies are financial institutions and must be constituted in the form of a corporation.

Art. 12. The name of the institutions mentioned in Art. 11 must include the expression "Peer-to-Peer Lending Company," and the use of a name or trade name containing terms characteristic of other institutions of the National Financial System or similar expressions, in the national language or in a foreign language, is prohibited.

Art. 13. The operation of peer-to-peer lending companies depends on authorization from the Central Bank of Brazil, in accordance with specific regulation.

Art.
14. Peer-to-peer lending companies must permanently observe the minimum limit of paid-up share capital and net equity of R$1,000,000.00 (one million reais).

Art. 14. (Revoked by Joint Resolution No. 14, of 3/11/2025.)

Section II
Of the Object of the Peer-to-Peer Lending Company

Art. 15. Peer-to-peer lending companies have as their object the carrying out of loan and financing operations between persons exclusively through an electronic platform.

Sole Paragraph. In addition to carrying out the operations mentioned in the main text, peer-to-peer lending companies may provide only the following services, subject to current regulation:

I - credit analysis for customers and third parties;

II - collection of customer and third-party credit;

III - acting, through an electronic platform, as an insurance representative in the distribution of insurance related to the operations mentioned in the main text, in accordance with the regulation of the CNSP;

IV - issuance of electronic money; and

V - acting as a payment transaction initiator.

Section III
Of Loan and Financing Operations between Persons through an Electronic Platform

Art. 16. Loan and financing operations between persons through an electronic platform are financial intermediation operations in which financial resources collected from creditors are directed to debtors, after negotiation on an electronic platform, in accordance with this Resolution.

§ 1 The creditors referred to in the main text may only be:

I - natural persons;

II - financial institutions;

III - investment funds whose shares are intended exclusively for qualified investors, as defined by the regulation of the Securities and Exchange Commission;

III - investment funds whose shares are intended exclusively for qualified investors; (Wording given, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

IV - securitization companies that distribute the securitized assets exclusively to qualified investors, as defined by the regulation of the Securities and Exchange Commission; or

IV - securitization companies that distribute the securitized assets exclusively to qualified investors; or (Wording given, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

V - non-financial legal entities, except securitization companies that do not fall under the hypothesis of item IV.

§ 2 The debtors of the operations referred to in the main text may only be natural or legal persons, residing and domiciled in Brazil.

§ 3 The operations carried out with investment funds and securitization companies, in accordance with items III and IV of § 1, must additionally comply with the regulation of the Securities and Exchange Commission. (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

§ 4 In the financing operations referred to in the main text: (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

I - the peer-to-peer lending company may present to potential debtors the potential creditors interested in financing the acquisition of the good or service, observing the interest of the potential debtor; (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

II - the potential debtor will issue or conclude a credit representative instrument to allow the acquisition of the good or service of their interest offered by the supplier; (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

III - the peer-to-peer lending company must assign the credit representative instrument or issue an instrument linked to it for delivery to the creditor; and (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

IV - the peer-to-peer lending company may effect the transfer of financial resources directly from the selected creditor to the supplier of the good or service, observing the provisions of Art. 21, main text, item I. (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

§ 5 In the operations referred to in § 4, the supplier of the good or service offered may act as the creditor of the financing intermediated by the peer-to-peer lending company, observing equal conditions in the information about the potential debtor, provided by the peer-to-peer lending company, for the definition of financing offers among potential creditors. (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

Art. 17. The operations referred to in Art. 16 may only be carried out by peer-to-peer lending companies.

Art. 18. The operations referred to in Art. 16 must be carried out without the retention of credit risk, directly or indirectly, by the peer-to-peer lending companies and by controlled or affiliated companies.

Sole Paragraph. The provisions of the main text do not apply to the direct or indirect acquisition, by the peer-to-peer lending company and by controlled or affiliated companies, of subordinated shares of investment funds in credit rights that invest exclusively in credit rights derived from the operations carried out by the peer-to-peer lending company itself, provided that this acquisition:

I - represents, at most, 5% (five percent) of the fund's equity; and

II - does not constitute the assumption or substantial retention of risks and benefits, in accordance with current regulation.

Art. 19. In carrying out the operations referred to in Art. 16, the following procedures must be observed, successively:

I - unequivocal expression of will by potential creditors and debtors, on an electronic platform, to contract the loan and financing operation;

II - making of resources available to the peer-to-peer lending company by the creditors;

III - issuance or conclusion, with the debtors, of the credit representative instrument;

IV - issuance or conclusion, with the creditors, of an instrument linked to the instrument mentioned in item III; and

V - transfer of resources to the debtors by the peer-to-peer lending company.

§ 1 The instruments provided for in items III and IV of the main text will be:

I - issued by the peer-to-peer lending company or in favor of it; or

II - concluded with the peer-to-peer lending company as a party.

§ 2 The instruments provided for in items III and IV of the main text must contain clauses that ensure compliance with the provisions of Art. 18.

§ 3 The operations referred to in Art. 16 must be considered constituted only after the fulfillment of the procedures provided for in this article.

§ 4 In the financing operations referred to in Art. 16, § 4, the transfer of financial resources by the peer-to-peer lending company may be carried out directly to the suppliers of the goods or services. (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

§ 5 The instrument linked to the credit representative instrument, referred to in item IV of the main text, may be the certificate of bank credit notes. (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

Art. 20. The instruments provided for in items III and IV of the main text of Art. 19 must contain clauses providing, at a minimum:

I - the conditions of the contracted loan and financing operation, including the expected return rate agreed with the creditor;

II - the duties and rights of the creditors, debtors, and the peer-to-peer lending company;

III - the indication that the peer-to-peer lending company does not assume joint liability and does not provide any type of guarantee in the operation;

IV - the linkage between the resources made available by the creditors to the peer-to-peer lending company and the corresponding credit operation with the debtor;

V - the subordination of the enforceability of the resources made available by the creditors to the peer-to-peer lending company to the payment flow of the corresponding credit operation;

VI - information on any guarantees provided;

VII - the conditions for the transfer of resources to the creditors;

VIII - the condition that the effectiveness of the instrument is linked to the transfer of resources to the debtors; and

IX - the expression of knowledge by the creditors regarding the risks of the loan and financing operation.

Sole Paragraph. The conditions for the transfer of resources mentioned in item VII of the main text must be formulated based on transparent criteria that preserve the equality of rights among creditors.

Art. 21. The financial resources related to the operations referred to in Art. 16 must be transferred by the peer-to-peer lending company:

I - within five business days, to the debtors, after the making of resources available by the creditors; and

I - within five business days, to the debtors or suppliers of goods or services, after the making of resources available by the creditors; and (Wording given, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

II - within one business day, to the creditors, after the payment of each installment of the operation by the debtors, including in the case of early payment.

§ 1 The resources referred to in the main text must be segregated from the own resources of the peer-to-peer lending company.

§ 2 The resources made available must be returned to the creditors within one business day after the period referred to in item I of the main text, if the loan and financing operation is not constituted in the manner of Art. 19.

§ 3 In the case where the operations referred to in Art. 16 have investment funds or securitization companies mentioned in items III and IV of § 1 of that article as creditors, the transfer of financial resources referred to in item II of the main text may be carried out directly by the debtors to the creditors, without passing through the peer-to-peer lending company.

§ 4 The provisions of § 3 do not exempt the peer-to-peer lending company from monitoring the operations carried out, as determined in Art. 32 of this Resolution.

§ 5 In cases where the provider of the good or service is the creditor of the financing operation intermediated by the peer-to-peer lending company, the transfer of resources from the creditor to the peer-to-peer lending company is waived. (Included, from 1/8/2024, by CMN Resolution No. 5,159, of 7/24/2024.)

Section IV
Prohibitions

Art. 22. The peer-to-peer lending company is prohibited from:

I - carrying out loan and financing operations with its own resources;

II - participating in the share capital of financial institutions;

III - assuming joint liability or providing any type of guarantee in loan and financing operations, except in the case of Art. 18, sole paragraph;

IV - remunerating or using for its benefit the resources related to loan and financing operations;

V - transfer funds to borrowers before their availability by lenders;

VI - transfer funds to lenders before payment by borrowers;

VII - keep funds from lenders and borrowers in an account under its ownership not linked to the lending and financing operations referred to in Art. 16; and

VIII - link the fulfillment of the credit operation to the effort of third parties or the borrower, in the capacity of entrepreneur.

Art. 23. Financial resources and instruments representing credit linked to the lending and financing operations referred to in Art. 16 cannot be used, directly or indirectly, to guarantee the payment of debts or obligations of the peer-to-peer lending company.

Section V
Limits

Art. 24. The lender of the lending and financing operation referred to in Art. 16 cannot contract with the same borrower, in the same peer-to-peer lending company, operations whose sum of debtor balances exceeds R$15,000.00 (fifteen thousand reais).

§ 1º In addition to the limit provided in the caput, the peer-to-peer lending company may establish other limits for lenders and borrowers, regarding lending and financing operations.

§ 2º The provisions of this article do not apply to lenders who are qualified investors, as defined by the regulation of the Securities and Exchange Commission (CVM).

Section VI
Information Provision

Art. 25. The peer-to-peer lending company must provide information to its clients and users about the nature and complexity of the contracted operations and offered services, in clear and objective language, so as to allow broad understanding of the flow of financial resources and the risks incurred.

Sole Paragraph. The information mentioned in the caput must:

I - be disclosed and kept updated in a visible location and in a legible format on the institution's website, accessible from the homepage, as well as on other channels of access to the electronic platform;

II - appear in contracts, advertising and promotional materials, and other documents intended for clients and users; and

III - include a warning, highlighted, that lending and financing operations between individuals constitute risky investment, without guarantee from the Credit Guarantee Fund (FGC).

Art. 26. The peer-to-peer lending company must inform potential lenders about the factors on which the expected return rate depends, disclosing, at a minimum:

I - the expected payment flows;

II - the interest rate agreed with borrowers;

III - taxes;

IV - fees;

V - insurance; and

VI - other expenses.

Sole Paragraph. In addition to the provisions in the caput, the peer-to-peer lending company must inform potential lenders that the expected return rate also depends on losses derived from eventual borrower default.

Art. 27. The peer-to-peer lending company must monthly disclose the average non-performance, by risk classification, of the lending and financing operations referred to in Art. 16 relative to the last twelve months.

Art. 28. The peer-to-peer lending company must analyze the profile of potential lenders, in order to verify if they meet the risk profile of the operations referred to in Art. 16.

Section VII
Additional Provisions

Art. 29. The peer-to-peer lending company must use a credit analysis model capable of providing potential lenders with indicators that impartially reflect the risk of potential borrowers and of lending and financing operations.

Art. 30. For the realization of the lending and financing operations referred to in Art. 16, the peer-to-peer lending company must select potential borrowers based on consistent, verifiable, and transparent criteria, encompassing relevant aspects for credit risk assessment, such as:

I - economic-financial situation;

II - degree of indebtedness;

III - capacity to generate results or cash flows;

IV - punctuality and delays in payments;

V - economic activity sector; and

VI - credit limit.

Art. 31. The collection of fees related to the realization of the lending and financing operation referred to in Art. 16 and to the provision of services mentioned in Art. 15, sole paragraph, is permitted, provided they are stipulated in the contract entered into between the peer-to-peer lending company and its clients and users.

Sole Paragraph. The peer-to-peer lending company must adopt a fee policy consistent with the economic viability of lending and financing operations, in order to promote the convergence of its own interests and those of its clients.

Art. 32. The peer-to-peer lending company must monitor the operations referred to in Art. 16 and provide information to lenders and borrowers regarding these operations.

Sole Paragraph. The monitoring referred to in the caput must be:

I - carried out through the recording and control, in specific accounts and in an individualized manner, of the flow of resources between lenders and borrowers and of any eventual partial or total defaults; and

II - maintained until the final settlement of the operation.

CHAPTER V
FINAL PROVISIONS

Art. 33. The Central Bank of Brazil shall adopt, within the scope of its legal attributions, the necessary measures for the execution of the provisions of this Resolution.

Art. 34. The following are repealed:

I - the following provisions of Resolution No. 4,656, of April 26, 2018:

a) Arts. 1 to 26; and

b) Arts. 47 and 48; and

II - Resolution No. 4,792, of March 26, 2020.

Art. 35. This Resolution enters into force on January 1, 2023.

Roberto de Oliveira Campos Neto
President of the Central Bank of Brazil