The National Monetary Council (CMN) and the Central Bank of Brazil (BCB) issued the Resolution No. 4,815 and the Circular No. 4,016, which regulate Law No. 13,775 / 2018 and the negotiation of book-entry duplicate invoices, also called electronic duplicate invoices. The measure aims at security and efficiency in transactions, allowing the modernization of the issue, negotiation with greater agility and more effective control.
the Circular provides the rules for the bookkeeping of book-entry duplicates, the electronic system and the negotiation of these duplicates.
The duplicates must be registered in an electronic system that allows: (i) the issuance of duplicates by order of the drawer; (ii) the presentation of the duplicate to the drawee, enabling the practice of other exchange acts; (iii) payment control; (iv) control and changes in the ownership of duplicates; (v) the registration of liens or encumbrances on such securities; (vi) the insertion of information, indications and declarations referring to the operations carried out with the book-entry duplicates; and (vii) interoperability with other systems.
Book-entry duplicates must be registered and deposited with bookkeeping entities, regulated and supervised by the BCB, in compliance with certain legal requirements. The bookkeepers must make registration and deposit possible in a centralized way, aiming at receiving duplicate negotiation contracts, even allowing the constitution of liens.
Although the new regulation officially entered into force on 6/1/2020, the issuance of book-entry duplicates will become effective only after the conclusion of an agreement between the registration or centralized deposit entities already authorized by the BCB and those that have not yet their authorization was released for purposes of making procedures compatible.
The Resolution establishes conditions and procedures for carrying out transactions for the trading of market receivables by financial institutions and loans guaranteed by such receivables.
According to the new rules, the financial institutions will be required to require their counterparty under certain contracts to issue book-entry duplicates on sales or services.
The contractual instrument must also contain specifications regarding: (i) duplicates to be issued or receivables that are the object of the transaction, (ii) institutions through which the funds used to pay the duplicates will be received, and ( iii) conditions for the release of funds paid, when they are still guaranteeing credit operations.
After the edition of the convention mentioned in the document, financial institutions must exclusively use book-entry bills in the negotiation of market receivables, respecting the terms established by law, which can vary from 360 to 720 days, depending on the size of the company.
The regulation also had the prerogative to bring rules for negotiation of receivables by financial institutions, determining deadlines for the negotiation of receivables to be carried out, exclusively, with book-entry duplicates.
Coauthor: Nathalia Fernandes Gonçalves and Luísa Oliveira Ramos
