Resolution CMN No. 5008 — Provisions on the Constitution, Organization, and Operation of Securities Brokerage and Distribution Companies

RESOLUTION CMN NO. 5,008, OF MARCH 24, 2022

Provides for the constitution, organization, and operation of securities brokerage companies and securities distribution companies.

The Central Bank of Brazil, in accordance with Article 9 of Law No. 4,595, of December 31, 1964, makes it known that the National Monetary Council, in a session held on March 24, 2022, based on Article 4, item VIII, of the aforementioned Law and on Articles 8 and 9 of Law No. 4,728, of July 14, 1965,

RESOLVES:

CHAPTER I
ON THE OBJECTIVE AND SCOPE OF APPLICATION

Art. 1 This Resolution establishes the general norms to be observed in matters of capital, organization, discipline, supervision, and activities of securities brokerage companies and securities distribution companies, as provided in Law No. 4,728, of July 14, 1965.

Sole Paragraph. Securities brokerage companies and securities distribution companies may only exercise the activities expressly provided for in this Resolution and in other regulations in force.

CHAPTER II
ON CHARACTERISTICS, CONSTITUTION, AND OPERATION

Art. 2 Securities brokerage companies and securities distribution companies have the following corporate objects:

I - to operate in a facility or system maintained by entities administering securities or financial assets markets;

II - to subscribe, individually or in consortium with other authorized companies, issuances of securities and financial assets for resale;

III - to intermediate public offerings and distribution of securities and financial assets in the market;

IV - to buy and sell securities and financial assets on their own account and on behalf of third parties, observing the regulation issued by the Securities and Exchange Commission (CVM) and the Central Bank of Brazil in their respective areas of competence;

V - to be responsible for portfolio administration and custody of securities and financial assets;

VI - to be responsible for subscription, transfer, and authentication of endorsements, splitting of certificates, receipt and payment of redemptions, interest, and other proceeds of securities and financial assets;

VII - to exercise the functions of fiduciary agent;

VIII - to establish, organize, and administer funds and investment clubs;

IX - to constitute an investment company - foreign capital and administer its respective portfolio of securities and financial assets;

X - to exercise the functions of issuer of certificates and maintain book-entry share services;

XI - to issue depositary receipts for shares;

XII - to intermediate foreign exchange operations;

XIII - to conduct foreign exchange operations;

XIV - to conduct margin account operations;

XV - to conduct repo operations;

XVI - to conduct precious metals purchase and sale operations, in the physical market, on their own account and on behalf of third parties, in accordance with the regulation issued by the Central Bank of Brazil;

XVII - to operate in commodity and futures exchanges on their own account and on behalf of third parties, observing the regulation issued by the Securities and Exchange Commission (CVM) and the Central Bank of Brazil in their respective areas of competence;

XVIII - to provide intermediation and advisory or technical assistance services, in operations and activities in the financial and capital markets;

XIX - to lend securities and financial assets included in their respective portfolios to their clients, exclusively in accordance with the provisions of this Resolution and the regulation of the Securities and Exchange Commission (CVM);

XX - to issue electronic money, in accordance with the regulation in force; and

XXI - to exercise other activities expressly authorized, jointly, by the Central Bank of Brazil and the Securities and Exchange Commission (CVM), when they are of the same nature and risks as the activities mentioned in the preceding items.

Art. 3 The operation of securities brokerage companies and securities distribution companies depends on authorization from the Central Bank of Brazil.

§ 1 Securities brokerage companies and securities distribution companies must be constituted as joint-stock companies or limited liability companies.

§ 2 The conditions established for the operation of financial institutions in Law No. 4,595, of December 31, 1964, and subsequent legislation relating to the National Financial System apply, insofar as applicable, to the companies referred to in the caput, and their corporate name must obligatorily include, as appropriate, the expression “Securities Brokerage Company” or “Securities Distribution Company.”

§ 3 The expression “Securities Brokerage Company” is exclusive to securities brokerage companies, and the expression “Securities Distribution Company” is exclusive to securities distribution companies.

Art. 4 Securities brokerage companies and securities distribution companies must permanently maintain R$550,000.00 (five hundred and fifty thousand reais), as minimum limits for paid-in capital and net worth.

§ 1 If the securities brokerage company or securities distribution company is authorized to conduct repo operations, firm guarantee operations for subscription of financial assets for resale, margin account operations, or swap operations in which it acquires rights or assumes obligations with counterparties, the minimum limits for paid-in capital and net worth shall be R$1,500,000.00 (one million and five hundred thousand reais).

§ 2 In the case of an institution that has its head office or headquarters and, at least, 90% (ninety percent) of its branches operating outside the States of Rio de Janeiro and/or São Paulo, the minimum limits for paid-in capital and net worth required under this article shall be reduced by 30% (thirty percent).

§ 3 For the purpose of calculating the 90% (ninety percent) limit referred to in § 2, only the branches for which capitalization is required, in accordance with Article 5, shall be considered.

Art. 4 (Revoked by Joint Resolution No. 14, of 3/11/2025.)

Art. 5 Subject to the minimum limits for paid-in capital and net worth required under Article 4, securities brokerage companies and securities distribution companies may maintain, in the country, up to ten branches.

§ 1 The head office or headquarters must be considered in the count of branches for capitalization purposes.

§ 2 The installation of branches beyond the number provided in the caput is permitted, provided that 2% (two percent) is added to the respective paid-in capital and net worth values for the States of Rio de Janeiro and/or São Paulo and 1% (one percent) for the other States, per unit.

§ 3 In the case of installing branches in a number greater than that referred to in the caput, the capital calculation shall be performed considering, as a priority, for the purpose of counting the ten branches exempt from capitalization, the branches for which the 1% (one percent) increase is required.

Art. 5 (Revoked by Joint Resolution No. 14, of 3/11/2025.)

Art. 6 For the purpose of verifying compliance with the minimum limits established in this Resolution, the values corresponding to the paid-in capital and minimum net worth fixed for the institutions of the species to which they belong, adjusted proportionally to the percentage of each participation, shall be deducted from the net worth, plus the balance of the creditor result accounts and minus the balance of the debtor result accounts, of the securities brokerage companies and securities distribution companies.

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

Art. 7 Securities brokerage companies and securities distribution companies must maintain, for each area of activity they develop, a technically qualified administrator responsible for the operations, with the accumulation of areas permitted, except in cases prohibited by legal and regulatory norms.

CHAPTER III
OPERATIONAL NORMS

Art. 8 Securities brokerage companies and securities distribution companies are responsible, in operations carried out in organized markets, towards their clients and towards other brokerage and distribution companies with which they have operated or are operating:

I - for the settlement of operations;

II - for the legitimacy of the securities or financial assets delivered;

III - for the authenticity of endorsements on financial assets; and

IV - for the legitimacy of the power of attorney or documents necessary for the transfer of financial assets.

Art. 9 Securities brokerage companies and securities distribution companies may grant financing for the purchase of financial assets, denominated as margin account operations, and lend financial assets for sale, in spot market operations on stock exchanges, provided that:

I - in the case of margin account operations, the financial assets acquired, whose value, plus other guarantees, represent at least 140% (one hundred and forty percent) of the value of the financing for the purchase of financial assets, are pledged with the corresponding securities brokerage company or securities distribution company; and

II - in the case of lending financial assets for sale, the proceeds from the sale, whose value, plus other guarantees, represent at least 140% (one hundred and forty percent) of the financial assets lent, are pledged with the corresponding securities brokerage company or securities distribution company.

§ 1 The total volume of operations under this article may not exceed five times the value of the net worth of the corresponding securities brokerage company or securities distribution company, calculated based on the balance sheet/balance statement data from the month immediately preceding.

§ 2 The margin account operation may be conducted with the own resources of the securities brokerage companies or securities distribution companies, or obtained by them from commercial banks, investment banks, or credit, financing, and investment companies.

§ 3 The lending of financial assets for sale may only involve financial assets:

I - owned by the corresponding securities brokerage company or securities distribution company;

II - custodied in the securities brokerage company or securities distribution company or in other institutions authorized to provide custody services, whose owners have authorized, in writing, their use in operations of this nature.

Art. 10 Securities brokerage companies and securities distribution companies may obtain loans or financing from financial institutions, provided that:

I - they are linked to the acquisition of assets for own use and to the execution of activities provided for in their respective corporate objects; and

II - the limit of twice the respective Reference Equity (PR) for the set of these operations is observed, in accordance with the regulation in force.

Art. 11 Securities brokerage companies and securities distribution companies may lend securities and financial assets included in their respective portfolios to their clients, exclusively for the purpose of offering guarantee, provided that the following conditions are met:

I - the assets given as loan must guarantee the client's operations within the scope of clearinghouses or clearing and settlement service providers authorized by the Central Bank of Brazil or the Securities and Exchange Commission (CVM); and

II - the operations carried out by the clients, mentioned in item I, must be intermediated by the corresponding brokerage or distribution company that effects the loan.

§ 1 The loan operations of securities and financial assets for the purpose of offering guarantee consist in the transfer of the asset or set of assets from the corresponding securities brokerage company or securities distribution company:

I - to the client, conjugated with the transfer of this same asset or set of assets from the client to the clearinghouse or to the clearing and settlement service provider, with the assets returning, at the end of the period stipulated in the contract, to the originally held positions; or

II - to the clearinghouse or to the clearing and settlement service provider, in the name of the client, through powers established in a power of attorney formalized in writing, with the assets returning, at the end of the period stipulated in the contract, to the originally held positions.

§ 2 In the event of execution of the guarantee, the client shall be liable to the corresponding securities brokerage company or securities distribution company in accordance with the provisions of the contract entered into between the parties.

§ 3 The loan operations under the caput must be computed for the purpose of the limits established in the norms governing repo operations.

§ 4 Securities brokerage companies and securities distribution companies must indicate a director responsible for carrying out the loan operations under the caput.

Art. 12 Securities brokerage companies and securities distribution companies that do not exercise the activity of issuing electronic money must maintain a registration account used exclusively for the registration of each client's operations.

§ 1 The registration account under the caput must have opening and maintenance procedures that meet the requirements and controls provided for in the regulation governing deposit accounts.

§ 2 The balance of the client's liquid resources available in the registration account, while not committed in operations under this article, may not be destined for the acquisition of any assets, except federal public bonds, registered in the Special System for Settlement and Custody (Selic), including through the repo operations governed by current regulation, custodied in a specific account in that system, based on the daily position recorded at the close of Selic.

§ 3 The federal public bonds referred to in § 2 must:

I - be denominated in reais and acquired in the secondary market;

II - have a maximum remaining term of 540 (five hundred and forty) days until maturity; and

III - not be referenced in foreign currency.

§ 4 It is prohibited to enter into agreements for free movement of the bonds subject to resale commitment in the repo operations referred to in § 2.

§ 5 The gains resulting from the application of the registration account balance in public bonds:

I - are freely movable by the securities brokerage companies and securities distribution companies; and

II - may be used, in whole or in part, in favor of the holders of the registration accounts.

§ 6 Securities brokerage companies and securities distribution companies must inform in a visible location and in legible format on the institution's website, as well as in all communication channels with clients, including in contracts and promotional materials, that:

I - client resources are maintained in a registration account, as provided in this article;

II - registration accounts are not confused with payment accounts governed by Article 6, item IV, and Article 12 of Law No. 12,865, of October 9, 2013; and

III - resources maintained in registration accounts do not have a legal regime equivalent to that of resources maintained in payment accounts, as provided in Article 12 of Law No. 12,865, of 2013.

Art. 13 In the event that securities brokerage companies or securities distribution companies begin to act as issuers of electronic money, the registration accounts under Article 12 must be closed for all clients and replaced by payment accounts.

Art. 14 It is prohibited for securities brokerage companies and securities distribution companies to:

I - conduct operations that characterize, in any form, the granting of financing, loans, or advances to their clients, including through the assignment of rights, except for margin account operations and those otherwise provided for in the regulation in force;

II - charge their clients brokerage fees or any other commission relating to negotiations with a specific financial asset during its primary distribution period;

III - acquire assets not intended for own use, except those received in settlement of difficult or doubtful debts, in accordance with the regulation in force;

IV - conduct operations involving a final client who does not have a tax identification number in the entities administering securities and financial assets markets; or

V - enter into loan contracts with natural persons and legal entities, financial or non-financial.

Sole Paragraph. The provisions of item V are exempted from loan contracts relating to operations expressly provided for in this Resolution and in the regulation in force.

CHAPTER IV
FINAL PROVISIONS

Art. 15 The following are revoked:

I - Resolution No. 1,120, of April 4, 1986;

II - Resolution No. 1,133, of May 15, 1986;

III - Resolution No. 1,653, of October 26, 1989;

IV - Resolution No. 1,655, of October 26, 1989;

V - Resolution No. 2,626, of July 29, 1999;

VI - Resolution No. 2,951, of April 19, 2002;

VII - Resolution No. 3,485, of August 2, 2007;

VIII - Resolution No. 4,750, of August 29, 2019;

IX - Resolution CMN No. 4,871, of November 27, 2020; and

X - items V and VI of Article 1 of the Regulation attached to Annex II of Resolution No. 2,099, of August 17, 1994.

Art. 16 This Resolution enters into force on May 2, 2022.

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