Brazil: New Rules For The Incorporation, Control And Election Of Managers Of Financial Institutions

As promised on our article of December 6, 2012 (which may be accessed through the following hyperlink http://www.mondaq.com/article.asp?articleid=210338) this article deals with some additional modifications in the procedures for the incorporation, control and election of managers of financial institutions. Such new rules were issued by the National Monetary Council in August, 2012.¹

Two relevant changes in the establishment process are noteworthy: (i) the need for presentation of an executive summary of the business plan² and (ii) a technical interview (in Portuguese entrevista técnica).³

Pursuant to the regulation, the procedure to set up a financial institution is divided in two phases. The first encompasses the presentation to the Central Bank of an executive summary of the business plan (which will have its full text presented in a later stage) and a draft of declaration of purpose (declaração de próposito).

Upon receipt, review and approval of such preliminary documents, the Central Bank may convene a technical interview with the individuals submitting the application. However, depending on the size and complexity of the institution to be set up such technical interview may be waived by the Central Bank (Article 5, paragraph 3 of annex I to Resolution 4,122).

The technical interview is very important, as the Central Bank may either approve or reject the application based on on its outcome. In the latter case, the interested investor is entitled to adjust the plans in accordance with the Central Bank requirements and apply for a second and final technical interview.

As for the business plan, there was already a provision for its submission, accompanied by an economic and financial feasibility study. The previous ruling established that the plan should encompass the first three years of activity of the financial institution to be created. Resolution 4,122 has established that the number of years will be that established by the Central Bank and based on the type and complexity of the proposed plan thus allowing greater flexibility in setting different terms according to the kind and size of the financial institution to be set.

As a comment to such modifications, it is possible to affirm that the abovementioned measures have as a clear target the promotion of transparency between those who want to legitimately act in the national financial system, on the one hand, and those that have the function to zeal over it. Obviously, only an adequate and constant application of the rules and positive results will confirm the achievement of such goal.

We shall continue our review of the new rules on a next following article.

Footnotes

1. Through Resolution No. 4,122, which revoked the regulation on those matters at that time, namely Resolutions 3,040 and 3,041.

2. Res. 4.122 CMN, Annex I, article 4, II.

3. Ibid ibidem, article 5.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.