Resolution CMN No. 5237 — Provisions on the Constitution, Organization, and Operation of Credit, Financing, and Investment Companies

RESOLUTION CMN NO. 5,237, OF JULY 24, 2025

Provisions on the constitution, organization, and operation of credit, financing, and investment companies.

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 July 24, 2025, based on Arts. 4, caput, items VI, VIII, and XXXII, of the aforementioned Law; 14, caput, items I, II, and III, of Law No. 4,728, of July 14, 1965; 43 of Law No. 10,931, of August 2, 2004; 49 of Law No. 11,076, of December 30, 2004; 41, caput, item I, of Law No. 12,249, of June 11, 2010; 91, caput, item II, of Law No. 13,097, of January 19, 2015; and 40, caput, item II, of Law No. 13,986, of April 7, 2020,

R E S O L V E D:

CHAPTER I

OBJECT AND SCOPE OF APPLICATION

Art. 1. This Resolution provides for the constitution, organization, and operation of credit, financing, and investment companies.

CHAPTER II

CONSTITUTION, AUTHORIZATION FOR OPERATION, AND MINIMUM SHARE CAPITAL

Art. 2. Credit, financing, and investment companies shall be incorporated as joint-stock companies.

Art. 3. The operation of a credit, financing, and investment company depends on authorization from the Central Bank of Brazil, in accordance with specific regulations.

Art. 4. The name of the institutions referred to in Art. 2 must include the expression “Credit, Financing, and Investment Company”.

§ 1. The use of a name or trade name containing terms characteristic of other institutions of the National Financial System or similar expressions, in Portuguese or in a foreign language, is prohibited.

§ 2. The expression “Credit, Financing, and Investment Company” is exclusive to credit, financing, and investment companies.

Art. 5. Credit, financing, and investment companies must permanently observe minimum limits for paid-up share capital and net equity of R$7,000,000.00 (seven million reais).

§ 1. In the case of an institution whose headquarters or parent company is located outside the States of Rio de Janeiro or São Paulo, the values of paid-up share capital and net equity required under this article shall be reduced by 30% (thirty percent).

§ 2. For the purpose of verifying compliance with the minimum limit established in the caput of this article, the values corresponding to the minimum paid-up share capital and net equity fixed for the institutions of the species in which they hold participation, adjusted proportionally to the percentage of each participation, shall be deducted from the net equity, increased by the balance of credit result accounts and decreased by the balance of debit result accounts, of the credit, financing, and investment companies.

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

CHAPTER III

CORPORATE OBJECT, OPERATIONS, AND ADMITTED ACTIVITIES

Art. 6. Credit, financing, and investment companies have as their object the performance of the following operations:

I - granting loans and financing;

II - acquiring, assigning, refinancing, and administering credit rights; and

III - providing guarantees.

Sole Paragraph. In addition to performing the operations mentioned in the caput, credit, financing, and investment companies may exclusively perform the following activities:

I - buying and selling securities for their own account;

II - buying and selling securities for their own account, in operations carried out in organized stock and over-the-counter markets;

III - operating in unorganized over-the-counter markets, subject to regulations issued by the Securities and Exchange Commission (Comissão de Valores Mobiliários);

IV - managing securities portfolios, subject to regulations issued by the Securities and Exchange Commission (Comissão de Valores Mobiliários);

V - issuing electronic money;

VI - issuing post-payment payment instruments;

VII - acting as a payment transaction initiator;

VIII - acting as an acquirer;

IX - operating in the foreign exchange market;

X - providing correspondent services in the country;

XI - conducting credit and credit rights analysis for third parties;

XII - collecting credits and credit rights for third parties;

XIII - acting as a fiduciary agent;

XIV - acting as an insurance representative in the distribution of insurance related to the operations mentioned in its corporate object, in accordance with the regulation of the National Council of Private Insurance;

XV - investing available funds in interfinancial deposits; and

XVI - contracting committed operations.

CHAPTER IV

CORPORATE PARTICIPATIONS

Art. 7. Credit, financing, and investment companies may participate in the share capital of other companies.

CHAPTER V

SOURCES OF RESOURCES

Art. 8. Credit, financing, and investment companies may employ in their activities and operations, in addition to their own resources, those derived from:

I - issuance of:

a) bank deposit certificates;

b) agribusiness credit notes;

c) real estate credit notes;

d) guaranteed real estate notes;

e) financial notes;

f) bills of exchange;

g) real estate credit deeds;

h) certificates of bank credit deeds;

i) bank deposit receipts;

j) certificates of structured operations; and

k) instruments for raising resources abroad, provided that:

1. the raising instruments are of the same nature and risks as the instruments mentioned in items “a” to “j”; and

2. the raised resources are destined for operations compatible with the corporate object of the credit, financing, and investment company;

II - interfinancial deposits;

III - time deposits with special guarantee; and

IV - transfers, loans, and financing originating from:

a) national and foreign financial institutions and other institutions authorized to operate by the Central Bank of Brazil;

b) national and foreign entities focused on promotion and development actions; and

c) national and foreign official funds focused on promotion and development actions.

CHAPTER VI

GENERAL PROVISIONS

Art. 9. Credit, financing, and investment companies must comply with the legislation and regulations regarding:

I - the activities and operations mentioned in Art. 6;

II - the corporate participations mentioned in Art. 7; and

III - the raising instruments and operations mentioned in Art. 8.

CHAPTER VII

TRANSITIONAL PROVISIONS

Art. 10. A credit, financing, and investment company in the process of authorization, or duly authorized to operate by the Central Bank of Brazil until the effective date of this Resolution, must make the necessary adjustments to comply with the provisions of Art. 4, in the manner and conditions established in the regulation concerning the naming of financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

CHAPTER VIII

FINAL PROVISIONS

Art. 11. The Central Bank of Brazil shall adopt, within the scope of its legal competencies, the measures necessary for the execution of the provisions of this Resolution.

Art. 12. The following are revoked:

I - Resolution No. 45, of December 30, 1966, published in the Official Gazette of the Union on January 9, 1967;

II - Resolution No. 165, of November 24, 1970, published in the Official Gazette of the Union on November 30, 1970;

III - Resolution No. 651, of November 12, 1980, published in the Official Gazette of the Union on November 13, 1980;

IV - Resolution No. 869, of December 20, 1983, published in the Official Gazette of the Union on December 21, 1983;

V - Resolution No. 987, of December 13, 1984, published in the Official Gazette of the Union on December 14, 1984;

VI - Resolution No. 1,092, of February 20, 1986, published in the Official Gazette of the Union on February 21, 1986;

VII - Resolution No. 1,557, of December 22, 1988, published in the Official Gazette of the Union on December 23, 1988;

VIII - items IV, V, VI, VII, and XII of Resolution No. 1,559, of December 22, 1988, published in the Official Gazette of the Union on December 23, 1988;

IX - Resolution No. 2,099, of August 17, 1994, published in the Official Gazette of the Union on August 18, 1994;

X - Resolution No. 4,812, of April 30, 2020, published in the Official Gazette of the Union on May 5, 2020; and

XI - Ordinance No. 309, of November 30, 1959, of the Ministry of Finance, published in the Official Gazette of the Union on December 1, 1959.

Art. 13. This Resolution enters into force on September 1, 2025.

GABRIEL MURICCA GALÍPOLO
President of the Central Bank of Brazil