Trading equities, derivatives and fixed income - CMN 4.373/2014 | B3

Trading equities, derivatives and fixed income - CMN 4.373/2014

How to acess Brazilian Market

  • Complete Registration

    The very first step to start the operations in the Brazilian Financial and Capital Markets is to open a 4.373 Account. It is a mandatory requirement issued by the Brazilian Monetary Council in the year 2014 and allows Non-resident investors (1) to trade and invest in the same portfolio products available for resident investors in Brazil, besides regulates the Depository Receipts of any asset classes.

    To get broad access to the Brazilian financial and capital mar­kets, international investors are required to:

    • Appoint a legal representative in Brazil to fill out the forms required by the Brazilian authorities. The role of legal representative can be done by any financial institution authorized by the Central Bank;
    • Name the tax representative (who is usually their legal representative);
    • Hire custodial services in Brazil: the Custodian is responsible to keep physical record of all investor documents and must present them to the Brazilian authorities whenever required. This set of documents include Statues of the investor, minutes of meetings that nominated the responsible for trading, registry documents of the company and of the responsible for the trading, among others according to the Custodian compliance rules.
    • Send the documents to the Brazilian Securities Commission: contracts with the legal epresentative, the tax representative and the custodian bank must be signed and submitted to the Brazilian Securities Commission (CVM). Your legal representative is able to handle this process. The registration with the CVM is made electronically and it will provide the legal representative with a tax code (CNPJ) within 24 hours after the request.
    • Choose a local broker:
    • Finally, the Non-resident investors must register with a local brokerage house in Brazil for execution services.

    Attention: one single institution may perform all the roles required by the Brazilian rules. Furthermore, many Brokerage Houses in Brazil may also offer legal and tax representative services.

    For international individuals registering, the lo­cal IRS has recently allowed international investors to have an individual CPF (local tax ID), through their representa­tive financial institution (usually the local custodian) ap­plying for a single registration with the CVM, which will be responsible for providing the local IRS with the tax ID (RFB 1.548/2015).

    Once registered with the CVM, the investor will be assigned:

    • a unique identification code (CVM code) and a local tax ID
    • And all transactions initiated in the market will be assigned to the account(s) of such investor and be registered at the final beneficiary level at the depositories and at the local exchange B3.

    However, the regular process done through consulates and embassies still valid.

    International investors registered in Brazil who are not based in low-tax jurisdictions, have the benefit of tax ex­emption on their transactions with government bonds, some corporate bonds, some private equity funds and on all equities and derivatives traded at B3. 

    • For further information, please see the major reference for inter­national investment in Brazil: CMN Resolution 4.373/2014

    Types of Accounts

    The Non-resident investor may operate through the following types of accounts:

    • as the Account Holder of his/her own account;
    • or as an Account Holder of an Omnibus Account (Collective);
    • and/or as a Participant (passenger) in an Omnibus Account.
      Adding clients as passengers to an existing omnibus accounts (2) involves a simplified process that can usually be accomplished within 24 to 48 hours if some conditions are met.

    (1) According to the relevant regulations, Non-resident investors, whether individual or collective, private bodies or legal entities, funds or other collective investment entities are those with residence, principal place of business or domicile abroad.
    (2) Please, note the term “omnibus account” is used differently in Brazil than in North-American and European markets. The principal advantage of a 4,373 omnibus account is the time saved in setting up the account, not in the ability to transact business or multiple parties without disclosing individual identities and positions. A foreign intermediary is still required to identify the final beneficiary of each executed trade at B3 on a T+0 basis.

  • Simplified Registration – Rule 419

    In 2005, the CVM has issued the RULE 419, allowing a simplified registration for Non-resident investors. This simplification will allow the filing of a registration without recording all the documents supporting the process in Brazil. The CVM allows this as long as the clients representatives in Brazil have a formal relationship with the representatives overseas, and only for participants of countries whose securities commission have signed the MMOU

    Please access here to see the specific regulation, and to see the minimum content suggestion for contract to be set between Brazilian and foreign brokerage houses and for contract between local and global custodians. It is important to address that this is a minimum content suggested contract, and brokers may add additional clauses and items according to their internal compliance rules.