RESOLUTION CMN NO. 5,052, OF NOVEMBER 25, 2022

Regulates the operation of savings and loan associations.

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 November 24, 2022, based on Article 1 of Decree-Law No. 70, of November 21, 1966, Article 7, item I, of Decree-Law No. 2,291, of November 21, 1986, and Article 1, paragraphs 4 and 5, 17, 28, and 29, item III, of Law No. 6,855, of November 18, 1980,

RESOLVES:

CHAPTER I

OBJECT AND SCOPE OF APPLICATION

Art. 1. This Resolution regulates the operation of savings and loan associations.

Sole Paragraph. Subject to specific legal and regulatory provisions, the provisions of this Resolution apply to the Savings and Loan Association – POUPEx.

CHAPTER II

OPERATION

Art. 2. The operation of savings and loan associations depends on authorization from the Central Bank of Brazil.

Art. 3. The denomination of the entities covered by this Resolution must include the expression “Savings and Loan Association,” and the use of a denomination 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.

CHAPTER III

MINIMUM CAPITAL AND NET EQUITY LIMITS

Art. 4. Savings and loan associations must permanently observe the minimum limit of paid-up share capital and net equity of R$7,000,000.00 (seven million reais).

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

CHAPTER IV

CORPORATE BODIES

Section I

General Provisions

Art. 5. The statutory bodies of savings and loan associations, in addition to those determined in specific regulation, are the following:

I - general assembly;

II - board of directors; and

III - executive board.

Art. 6. Positions on the board of directors and the executive board of the savings and loan association cannot be held by a person who performs activities in the association itself or in other entities that may imply a conflict of interest or deficiency in the segregation of functions.

Section II

General Assembly

Art. 7. The general assembly is the sovereign body, with powers to deliberate on all matters and business related to the savings and loan association, observing the provisions in force in the legislation and in this Resolution.

Art. 8. The general assembly will meet in an ordinary or extraordinary manner and will be convened:

I - by the board of directors;

II - by the executive board; or

III - by the initiative of at least 20% (twenty percent) of the members.

Art. 9. In addition to the general powers established in the bylaws, it is exclusively the responsibility of the general assembly:

I - elect and remove members of the board of directors;

II - fill positions on the board of directors, in cases of vacancy;

III - take, semi-annually, the accounts of the administrators and deliberate on the financial statements, the administration report, and the opinion of independent auditors;

IV - amend the bylaws; and

V - define the participation of the administration in the results, observing the provisions of Art. 23.

Sole Paragraph. It is exclusively the responsibility of the POUPEx general assembly to deliberate on the matters provided for in items III and V of the caput, as well as on the amount of net income to be distributed, in accordance with Art. 24, § 1.

Art. 10. Ordinary general assemblies will meet semi-annually, by March 30 and by September 30, for the purposes provided for in items III and V and in the sole paragraph of Art. 9, as well as to decide on matters of general order.

Sole Paragraph. Extraordinary general assemblies may be held at any time, whenever duly convened, to deliberate on specific matters.

Art. 11. General assemblies must be installed with the presence of members representing at least half of the total number of votes, in the first call, and with any number of members present, in the second call.

§ 1. Deliberations will be taken by a simple majority of votes, considering only valid votes.

§ 2. Subject to the provisions of the legislation in force, the member may be represented at the assemblies by an authorized proxy.

§ 3. Members of the board of directors and the executive board may not, personally or as proxies for members, participate in the voting on the matters covered by items III and V and the sole paragraph of Art. 9.

§ 4. Assemblies may occur partially or exclusively digitally, in the manner to be defined in the bylaws.

Art. 12. The notice of convocation for the general assembly must be published on the website of the savings and loan association on the internet, observing the other provisions of the legislation and regulation in force.

§ 1. The notice of convocation must be disclosed with at least twenty days' notice prior to the date of the assembly.

§ 2. The notice of convocation must indicate the website on which the member can access the documents and all information pertinent to the proposals to be submitted for the assembly's consideration, including, in the case of ordinary assemblies, those related to the matters covered by Art. 9, item III.

§ 3. The minutes containing the deliberations of the general assembly must also be published on the website of the savings and loan association on the internet.

Art. 13. Subject to the provisions of the legislation and regulation in force, the bylaws of savings and loan associations will supplementarily provide for the rules of operation of the general assembly.

Section III

Board of Directors

Art. 14. The board of directors of the savings and loan association will be composed of at least three members, with a fixed term of office not exceeding four years, reelection being permitted.

Art. 15. It is the responsibility of the board of directors of the savings and loan association to:

I - establish guidelines for the operation of the entity;

II - elect and remove members of the executive board and fix their remuneration;

III - approve the entity's budget semi-annually and establish rules for its compliance, including with respect to reserve and emergency funds;

IV - resolve on cases omitted in the bylaws, ad referendum of the general assembly;

V - approve the staffing and salary levels of the entity's employees, as well as fix their rights and duties;

VI - regulate operations and services, possibly establishing limits of authority, including for itself;

VII - supervise and monitor the actions of the executive board;

VIII - render, semi-annually, accounts to the general assembly, presenting the administration report, the financial statements, and the opinion of independent auditors;

IX - decide on the hiring and dismissal of independent auditors; and

X - choose, among the members, substitute members of the board of directors in cases of vacancy of the position.

§ 1. The board of directors will meet ordinarily once a month and extraordinarily whenever necessary, and will deliberate by a simple majority of votes, with the presence of at least two-thirds of its members, the president having, in addition to the vote as a councilor, the casting vote.

§ 2. The substitute members referred to in item X of the caput will remain in their functions until the next general assembly.

Section IV

Executive Board

Art. 16. The executive board will be integrated by two or more directors, members or not, with a fixed term of office not exceeding four years, reelection being permitted.

Sole Paragraph. The bylaws must fix, among other points:

I - the duties of the executive board;

II - the mode of operation of the executive board;

III - the director or directors with powers to represent the savings and loan association, actively or passively, in court or out of court; and

IV - the manner in which the substitution of directors will take place, temporarily or definitively.

CHAPTER V

SOURCES OF RESOURCES

Art. 17. Savings and loan associations may employ in their activities, in addition to own resources, those derived from:

I - collection of savings deposits;

II - collection of interbank deposits, including real estate interbank deposits;

III - issuance of:

a) mortgage notes;

b) real estate credit notes;

c) guaranteed real estate notes; and

d) real estate credit bonds;

IV - loans and financing contracted in the country or abroad; and

V - other forms of resource collection expressly admitted in the legislation or in specific regulation.

CHAPTER VI

APPLICATIONS

Art. 18. Observing the provisions of Art. 19, savings and loan associations may only carry out credit operations with:

I - their members;

II - other unaffiliated natural persons and legal entities, provided that the operations carried out with these persons aim to finance the construction or production of residential real estate primarily for the members of the entity.

Art. 19. Savings and loan associations may carry out the following operations:

I - financing for the acquisition of residential real estate, new, used, or under construction;

II - financing to a natural person for the construction of residential real estate, which may include the acquisition of the land;

III - financing for the renovation or expansion of residential real estate;

IV - financing for the production of residential real estate;

V - financing for the acquisition of materials for the construction, expansion, or renovation of residential real estate on land owned by the financing applicant or whose possession is held by them;

VI - loans to natural persons, condominiums, and cooperatives, provided they are linked to a real estate operation;

VII - applications in the financial market, including in sight deposits, interbank deposits, and real estate interbank deposits, observing the specific legal and regulatory restrictions of each application; and

VIII - applications in derivatives exclusively for the protection of own positions.

Sole Paragraph. For the purpose of meeting the direction of resources collected in savings deposits by institutions integrated into the Brazilian Savings and Loan System (SBPE), the realization of other modalities of real estate financing provided for in specific regulation is admitted.

CHAPTER VII

INFORMATION PROVISION TO MEMBERS

Art. 20. Savings and loan associations must provide their members with information regarding rights and duties, responsibilities, costs or burdens, penalties, and eventual risks related to the association.

Sole Paragraph. The information referred to in the caput must:

I - be available, in a visible location and legible format, in the premises and on the website of the savings and loan association and, where applicable, of the institutions referred to in Art. 26; and

II - be provided individually to members, by physical or electronic means, prior to the making of the initial deposit in the association, prior to the holding of members' assemblies, and whenever there are changes in the information referred to in the caput.

CHAPTER VIII

RESERVES, ADMINISTRATION'S PARTICIPATION IN RESULTS, AND DISTRIBUTION OF NET INCOME

Section I

Reserves

Art. 21. Savings and loan associations must maintain reserve and emergency funds, as a legal reserve, which have the exclusive purpose of absorbing losses and maintaining their operational continuity.

§ 1. The balance of the reserve and emergency funds must be sufficient to meet the regulation regarding the minimum requirements for Reference Equity (PR), Level I, and Core Capital and the Additional Core Capital (ACP) of the savings and loan association, and the bylaws may, for each fund:

I - establish a maximum limit; and

II - fix the criteria to determine the portion of the year's result that will be allocated to its constitution.

§ 2. The amounts recorded in the reserve and emergency funds may only be distributed in the event of dissolution of the savings and loan association and after all social commitments have been satisfied.

§ 3. In the event of insufficiency of the reserve and emergency funds, the year's result must be applied, before any other allocation or deduction, to the constitution and recomposition of these funds, and the payment of participation and dividends is prohibited while the provisions of § 1 are not observed.

Art. 22. The POUPEx may constitute statutory reserves provided that its bylaws, for each one:

I - indicate, in a precise and complete manner, the purpose of the statutory reserve, which cannot be confused with those established for the reserve and emergency funds;

II - fix the criteria to determine the portion of the undistributed net result that will be allocated to the constitution of the statutory reserve; and

III - establish the maximum limit of the statutory reserve.

Sole Paragraph. Statutory reserves may only be used for the purpose established in the bylaws, their use for the absorption of losses being admitted only in the event of insufficiency of the reserve and emergency funds.

Section II

Administration's Participation in Results

Art. 23. The administration's participation in the results is limited to 20% (twenty percent) of the year's result remaining after deducting the amounts allocated to the constitution or recomposition of the reserve and emergency funds, observing the provisions of § 3 of Art. 21.

Sole Paragraph. In the case of the POUPEx, the administration referred to in the caput corresponds to the entity responsible for its management, defined in Art. 1, § 2, of Law No. 6,855, of November 18, 1980.

Section III

Distribution of Net Income

Art. 24. The net income of savings and loan associations must be fully distributed to members as payment of dividends.

§ 1. The POUPEx may distribute its net income partially, as deliberated by the ordinary general assembly.

§ 2. The net income of the savings and loan association corresponds to the year's result remaining after deducting the amounts allocated to the constitution or recomposition of the reserve and emergency funds and the payment of the administration's participation.

§ 3. Dividends, to be paid from the net income, are intended exclusively for members holding positive balances of savings deposits on the date of the balance sheet calculation.

§ 4. The dividend due to the member will be calculated according to the following methodology:

DIVi =

, in which:

I - DIVi corresponds to the value in reais to be paid, as a dividend, to the i-th member of the savings and loan association, disregarding from the result the digits from the third decimal place, without rounding;

II - RLD corresponds to the net income, in reais, to be distributed to the members of the savings and loan association;

III - SMDi corresponds to the daily average balance, in reais, of the savings deposits held by the i-th member in the six months ending on the date of the balance sheet calculation, considering all business days of the period, including days on which the savings deposit balance is null; and

IV - TSMD corresponds to the sum of the daily average balances, in reais, calculated according to item III, for all members referred to in § 3.

§ 5. If the sum of dividends paid to members is less than the RLD, the difference must be incorporated into the reserve fund or the emergency fund.

§ 6. Dividends must be paid in full within sixty days after the payment of the administration's participation, preferably by means of credit to the savings deposit accounts of the members.

Art. 25. The net income not distributed by the POUPEx must be incorporated into the reserve and emergency funds or to statutory reserves, if they exist, observing the criteria established in the bylaws and the terms of this Resolution.

CHAPTER IX

GENERAL PROVISIONS

Art. 26. Savings and loan associations may enter into agreements with institutions authorized to operate by the Central Bank of Brazil for the purpose of collecting and managing savings deposits.

§ 1. The agreement referred to in the caput does not relieve savings and loan associations from complying with the legislation and regulation in force related to the services provided by the affiliated institution.

§ 2. The regulation regarding the hiring of correspondents in the country does not apply to the agreement referred to in the caput.

Art. 27. It is prohibited for savings and loan associations to acquire real estate not intended for their own use, except those received in liquidation of loans of difficult or doubtful solution or when the acquisition is expressly authorized by the Central Bank of Brazil, observing specific regulation.

Art. 28. The legislation and regulation governing the carrying out of credit operations with related parties by financial institutions apply to savings and loan associations.

Sole Paragraph. For the purpose of meeting the regulation referred to in the caput, savings deposits of members must be deducted from the adjusted net equity of savings and loan associations, without prejudice to other regulatory deductions.

Art. 29. The regulation applicable to financial institutions applies to savings and loan associations, observing their fundamental objectives and the provisions of this Resolution.

CHAPTER X

TRANSITIONAL PROVISIONS

Art. 30. The POUPEx may reallocate the balance of existing statutory reserves to the constitution of reserve and emergency funds or new statutory reserves until December 31, 2023.

Sole Paragraph. If existing statutory reserves do not observe the provisions of Art. 22, including with respect to purpose, the full reallocation of their balances must be promoted to the constitution of reserve and emergency funds or, if applicable, new statutory reserves established under the terms of this Resolution.

CHAPTER XI

FINAL PROVISIONS

Art. 31. The Central Bank of Brazil will adopt, in accordance with its legal competencies, the measures necessary for the execution of the provisions of this Resolution.

Art. 32. The following are revoked:

I - Resolution BNH No. 199, of November 1, 1983, of the National Housing Bank;

II - Resolution of the Board No. 50, of September 4, 1985, of the National Housing Bank; and

III - Resolution No. 1,499, of July 27, 1988.

Art. 33. This Resolution enters into force on June 1, 2023.

Roberto de Oliveira Campos Neto

President of the Central Bank of Brazil