Normas
CNSP RESOLUTION No. 173, OF 17 DECEMBER 2007 (versão em inglês/LegisMap)
Revogada por RESOLUTION CNSP NO. 451, OF 19 DECEMBER 2022 (versão em inglês/LegisMap)
INDEX
CNSP RESOLUTION No. 173, OF 17 DECEMBER 20071
Provides for reinsurance brokerage activity, among other provisions.
THE SUPERINTENDÊNCIA DE SEGUROS PRIVADOS - SUSEP (Superintendency of Private Insurance of Brazil), in exercise of the powers conferred by Art. 34, item XI of Decree No. 60.459, of 13 March 1967, and considering what is contained in CNSP Process No. 7, of 3 December 2007, originally, and SUSEP Process No. 15414.004643/2007-12, hereby announces that the Conselho Nacional de Seguros Privados - CNSP (National Council of Private Insurance of Brazil), in the ordinary session held on 17 December 2007, and based on the provision of Art. 32, section I of Decree-law No. 73 of 21 November 1966 and in Art. 2nd, in Art. 8th, §2nd and in Art. 12 of Complementary Law No. 126 of 15 January 2007,
RESOLVED:
CHAPTER I
THE OBJECT
Art. 1st - The conditions and requirements for the reinsurance brokerage activity are subject to the provisions of this Resolution.
Art. 2nd - The reinsurance broker is the legal person legally organized as a corporation and domiciled in the country, according to the legislation in force, authorized to intermediate reinsurance and retrocession operations.
Sole paragraph - The foreign reinsurance brokerage company may be authorized to operate in the country, in accordance with articles 64 to 73 of the Decree-Law No. 2.627 of 26 September 1940, when organized as a corporation by shares or from articles 1.134 to 1.141 of Law No. 10.406, of 10 January 2002, in the other cases.
Art. 3rd - For the purposes of this Resolution, the following definitions apply:
I - qualified shareholding: directly or indirectly share, by natural or legal persons, equivalent to five percent or more of shares or representative quotas of the company’s total capital; and
II - related companies:
a) legal persons related directly or indirectly by share, of ten percent or more of the capital of one another;
b) legal persons related directly or indirectly by share, of ten percent or more, by the administrators and their respective relatives until the second degree, jointly or separately of the capital of one another;
c) legal persons related directly or indirectly by share, of ten percent or more, by the shareholders or quotaholders, jointly or separately, of the capital of one another; and
d) whose administrators, in a whole or partially, are the same as from the supervised company, except for the positions performed in collegiate bodies, statutorily or regimentally provided, and as provided that its occupants do not exercise functions with management powers.
CHAPTER II
THE AUTHORIZATION FOR OPERATION
Art. 4th - The operation of reinsurance brokerage companies requires prior written authorization from the Superintendency of Private Insurance.
Art. 5th - The authorization to operate of the reinsurance brokerage companies will be subject to the following conditions, whose fulfillment will be examined by the Superintendency of Private Insurance:
I - publication of purpose statement, made by natural or legal persons that integrate the control group of the reinsurance brokerage companies, under the terms and conditions established by the Superintendency of Private Insurance, which may disclose it according to the means it deems more appropriate;
II - demonstration of the composition of the company’s control group;
III - express authorization, for all control group members and all holders of qualified shares:
a) to the Secretaria da Receita Federal (Internal Revenue Service of Brazil), in order to deliver to the Superintendency of Private Insurance a copy of the income statement, of assets and rights and debts and liabilities, relating to the last two financial years, for exclusive use in the respective authorization process;
b) to the Superintendency of Private Insurance, for access to information contained in any public or private registration and information system.
IV - inexistence of restrictions that might, in the opinion of the Superintendency of Private Insurance, affect the reputation of the controllers and holders of qualified shares, applying, as appropriate, the other legal and regulatory norms regarding the conditions for the exercise of administrative positions in reinsurance brokerage companies;
V - proof, by all control group members and all holders of qualified shares, of the origin of the resources used in the enterprise;
VI - existence of the expression “Corretora de Resseguros” (Reinsurance Broker) or “Corretagem de Resseguros” (Reinsurance Brokerage) in the company’s name and / or trade name of the reinsurance brokerage company;
VII - inexistence of counterpart with identical company name and/or trade name;
VIII - the company name and/or trade name of the reinsurance brokerage company in constitution must not contain acronym or denomination of public agencies or international organizations;
IX - the reinsurance brokerage company is organized as a corporation by shares or as a limited liability company;
X - the reinsurance brokerage company has as unique and exclusive purpose, to act as an intermediary in the contracting of reinsurance and retrocession, except for the provision of technical services related to contracting and structuring reinsurance programs and risk management programs.
§1st - The reinsurance brokerage companies already accredited by IRB-Brasil Resseguros S.A. until the date of the publication of this Resolution are exempt from submitting the documentation mentioned in the sections of this article and of obtaining the authorization to operate, and will prove such accreditation documentally.
§2nd - The requirement, in which there is no identification of the natural persons that are members of the control group or the holders of the qualified shares will not be accepted.
§3rd - The requirement of publication of the purpose statement referred to in Item I of this article does not apply to the reinsurance brokerage companies already accredited by IRB-Brasil Resseguros S.A. until the date of publication of this Resolution.
Art. 6th - The beginning of the activities of the reinsurance brokerage company must observe a period of ninety days, as from the publication of the authorization act for operation, with the possibility that the Superintendency of Private Insurance grants, exceptionally, a deadline extension, for another ninety days, upon a reasoned request signed by the company’s administrators.
Sole paragraph - The Superintendency of Private Insurance may, in the case of extension of the deadline provided for in the head of this article, require any documents and statements deemed necessary for the update of the authorization process.
(Note: Articles 2nd to 6th were repealed by CNSP Resolution 330, of 09.12.2015)
CHAPTER III
THE LIABILITY POLICY
Art. 7th - Once the authorization to operate is obtained, and under penalty of cancellation, the reinsurance brokerage company will contract in the country, no later than thirty days from the date of the authorization, a professional liability insurance policy, with a minimum guarantee limit of R$ 10,000,000.00, or the equivalent in a freely convertible foreign currency, in order to respond for the obligations related to services provided in the Brazilian market and a guarantee of any losses arising from its professional activities.
§1st - In case of the insurance contracting in foreign currency, as referred to in the head of this article, the provisions of CNSP Resolution No. 165 of 17 July 2007 apply:
§2nd - The policy referred to in the head of this article will remain in force until the extinction of the obligations assumed as a reinsurance brokerage company, being mandatory to have a full automatic reinstatement clause of the policy guarantee limit.
§3rd - A policy with a deductible higher than BRL 1,000,000.00, or the equivalent in foreign currency in which the insurance was contracted will not be allowed.
§2nd - The insurance referred to in the head of this article should be contracted and renewed until the extinction of the liabilities assumed as a reinsurance brokerage company, being mandatory to have a clause establishing Aggregate Limit equal or higher than the double amount of the insured capital.
§3rd - A policy with a clause of mandatory participation of the insured that is higher than BRL 100,000.00, or the equivalent in foreign currency, in which the insurance has been contracted, will not be allowed.
(Note: CNSP Resolution No. 248 of 8 December 2011 amended Paragraphs 2nd and 3rd)
§4th - The Superintendency of Private Insurance must receive a copy and be kept informed, during the term, of any changes that may restrict the conditions of the original policy, being the reinsurance brokerage company and the risk guarantor insurer obliged to inform such changes, subject to the penalty of suspension of the authorization to operate of the reinsurance brokerage company, according to Art. 20 of this Resolution.
(Note: Article 7th was repealed by CNSP Resolution 422, of 11.11.2021)
CHAPTER IV
THE OPERATION OF THE REINSURANCE BROKERAGE COMPANY
Art. 8th - The following acts related to the reinsurance brokerage companies will be communicated to SUSEP, within the term established by it:
I - relocation of headquarters;
II - change in capital share;
III - transformation of the legal form;
IV - administrators investiture;
V - investiture of audit committee members and from other statutory bodies;
VI - any change in the articles of incorporation not arising from the operations referred to in articles 5th, 12, 13, 15 and 18 of this Resolution.
Sole paragraph - The installation of additional premises, the transference or closure of activities, as well as the change of address of the headquarters, that does not imply in any changes of the articles of incorporation, will be reported to the Superintendency of Private Insurance no later than sixty days from the date of occurrence.
(Note: Article 8th was repealed by CNSP Resolution 330, of 09.12.2015)
Art. 9th - The reinsurance brokerage company will appoint a technical manager, who is a director or managing partner, to answer for the acts of reinsurance and retrocession brokerage, as well as to be responsible before the Superintendency of Private Insurance for the compliance with the legal and regulatory provisions in force and for the compliance with the required information regarding the intermediated contracts.
Sole paragraph - The technical manager of the reinsurance brokerage company, referred to in this article must be a reinsurance broker duly licensed with proven experience in reinsurance brokerage of at least two years and be domiciled in the country.
(Note: Article 9th was repealed by CNSP Resolution 330, of 09.12.2015)
Art. 10 - In the exercise of its activities, without prejudice to other assignments, the reinsurance brokerage company will:
I - submit the documents described in Art. 22 of this Resolution to the supervision of the Superintendency of Private Insurance, any time;
II - deliver to Brazilian cedents:
a) until the beginning of the risk coverage, the confirmation of the reinsurance coverage and its respective conditions with the percentage of acceptance;
b) the coverage notes documenting the operations and the reinsurance or retrocession contracts, duly signed within the maximum period of five business days, from the date of formalization;
III - communicate to the Superintendency of Private Insurance any sanction that has been imposed to the company or to its controller, by the relevant authority in other countries, where it has reinsurance or retrocession contracts, no later than the following month after the date on which the company has become aware of it;
IV - obey the norms and regulations that govern the reinsurance and retrocession in the country;
V - provide the cedents with access to all available information about the reinsurers to which it has made the placement of all intermediated risks, either automatic or facultative contracts; and
VI - inform all involved parties, in case the reinsurance brokerage company is related to any insurance or reinsurance company.
Sole paragraph - It is assured to the reinsurance brokerage company to receive information from the cedents regarding the particularities of the intermediated risks and, from the reinsurers, regarding the conditions established in the cover notes or reinsurance and retrocession contracts, especially concerning the form and deadlines for premium payment, recoveries, commissions and all that is related to the intermediated business.
Art. 11 - The reinsurance brokerage companies will maintain in the country current accounts for the intermediation of reinsurance and retrocession.
§1st - The accounts referred to in this article will be used exclusively for payments and receipts related to intermediated reinsurance and retrocession transactions.
§2nd - The transactions regarding values from the intermediations of reinsurance and retrocession contracts in foreign currency will be made in a specific account for this purpose, according to what is provided by the National Monetary Council.
CHAPTER V
THE TRANSFER OF OWNERSHIP AND REORGANIZATION
Art. 12 - The transfer of corporate control or any direct or indirect change in the control group, which may imply an alteration in the effective steerage of the company business, will be reported to SUSEP, when arising from:
I - shareholders or quotaholders agreement;
II - heritage and acts of will, such as donations, advance of the legitima and establishment of usufruct;
III - separate or joint act of any natural or legal person, or of a group of persons representing a common interest.
Art. 13 - The acts of merger, splitting or incorporation involving the reinsurance brokerage company must also be informed to SUSEP.
Art. 14 - The communications referred to in articles 12 and 13 of this Resolution must be accompanied by documents evidencing the compliance with the provisions of Art. 5th of this Resolution.
Art. 15 - The Superintendency of Private Insurance may require the fulfillment of the conditions set out in items III and V of the Art. 5th of this Resolution, in the occurrence of the situations described below:
I - increase in a participation held by a shareholder or controlling quotaholder; in a percentage equal or higher than five percent of the capital, accumulated or not;
II - shareholder or quotaholder admission with qualified share or rights related to qualified shares, arising from formalized legal acts, directly or indirectly, with other company’s shareholders or quotaholders;
III - increase in a qualified participation held by a shareholder or quotaholder in a percentage equal or higher than five percent of the company’s capital, accumulated or not;
IV -shareholder’s or quotaholder’s condition assumption by a shareholder or quotaholder that holds a qualified share.
Art. 16 - The occurrence of the events referred to in articles 12, 13 and 15 of this Resolution will be communicated to the Superintendency of Private Insurance, within the maximum of sixty days, from the performance of the act.
Art. 17 - The noncompliance with the provisions of articles 14 and 15 of this Resolution, within the deadline of Art. 16 will imply the suspension of the authorization to operate, according to Art. 20 of this norm.
CHAPTER VI
THE SUSPENSION AND CANCELLATION OF THE AUTHORIZATION TO OPERATE
Art. 18 - The practice of acts that result in the extinction of reinsurance brokerage companies or the change of object that results in their impairment as a reinsurance brokerage company, leads to the cancellation of their respective authorization to operate and depend on previous express authorization from the Superintendency of Private Insurance.
Art. 19 - The essential requirements for the cancellation of the authorization to operate of the reinsurance brokerage companies are:
I - publication of the statement of purpose in the terms and conditions established by SUSEP, which may also disclose it, according to the means it deems more appropriate;
II - deliberation in general assembly or shareholders meeting;
III - instruction of the respective process file in the Superintendency of Private Insurance, in the terms and conditions established by it.
§1st - In addition to the requirements of this article, the Superintendency of Private Insurance will subject the cancellation to the settlement of the operational liabilities relevant to reinsurance brokerage companies.
§2nd - The provisions of this article will not apply to the extinction of the company resulting from merger, total splitting or incorporation, provided that the resulting company or successor company is a reinsurance brokerage company.
Art. 20 - The Superintendency of Private Insurance, after all other reasonable steps within the scope of its responsibilities have been taken, will suspend the authorization to operate of the reinsurance brokerage companies, since one or more of the following situations are identified, at any time:
I - operational inactivity, without any acceptable justification;
II - a company is not located at the address informed to the Superintendency of Private Insurance;
III - interruption, without any acceptable justification, of the sending of information to the Superintendency of Private Insurance, as required by the regulations in force;
IV - non-observance of the deadline for the beginning of activities;
V - registration restrictions of the controlling shareholders; or
VI - non-compliance with the provisions of Chapter III of this Resolution.
§1st - The suspension will be decreed for a period of 90 days, after the reinsurance brokerage company’s arguments are heard. The reinsurance brokerage company may be summoned by notice, when not located at its headquarters as informed to the Superintendency of Private Insurance.
§2nd - The suspension of the authorization to operate of the reinsurance brokerage companies do not exempt them from the compliance with all their obligations regarding the contracts already intermediated by them.
§3rd - Once the cause for the suspension during the period of ninety days is ceased, the reinsurance brokerage company will return to the operating conditions existing before the suspension enforcement.
§4th - If until the last day of the suspension period, the reinsurance brokerage company does not cease with its cause, the suspension will evolve into cancellation.
§5th - In the event of the fourth paragraph of this article, the reinsurance brokerage company will only receive a new authorization to operate if it files an application according to article 5th of this Resolution and if the Superintendency of Private Insurance approves it.
(Note: Articles 12 to 20 were repealed by CNSP Resolution 330, of 09.12.2015)
CHAPTER VII
THE PENALTIES
Art. 21 - The reinsurance brokerage company and its administrators, shareholders, attorneys in fact and representatives will be subject to the administrative penalties described in the norms for the penalties application, approved by the National Council of Private Insurance.
(Note: Article 21 was repealed by CNSP Resolution 422, of 11.11.2021)
CHAPTER VIII
THE RECORD KEEPING
Art. 22 - The reinsurance brokerage company will file the documents evidencing the reinsurance and retrocession operations intermediated by it, in which it shows the acceptance of the reinsurers, for a period established by the Superintendency of Private Insurance, as well as:
I - correspondence and business communications;
II - evidence of the reinsurance placements;
III - premiums and indemnities flow statements; and
IV - statements of the current accounts referred to in Art. 11 of this Resolution.
Sole paragraph - The files and documents referred to in this article may be composed of magnetic or electronic means, subject to legal and regulatory provisions applicable to the subject.
CHAPTER IX
THE GENERAL PROVISIONS
Art. 23 - The Superintendency of Private Insurance will provide for:
I - necessary documents to the preparation of cases related to the matters referred to in this Resolution;
II - deadlines to be observed in the preparation of cases.
Art. 24 - The Superintendency of Private Insurance, during the process of analysis of the matters referred to in this Resolution, may:
I - request any additional documents and information it deems necessary for its decision concerning the allegations;
II - convene the members of the control group, the holders of qualified shares and the administrators appointed by the company for consultations.
Art. 25 - The Superintendency of Private Insurance will reject the requests relating to the matters referred to in this Resolution, in case it is proven:
I - registration irregularity involving administrators, members of the control group or holders of qualified shares;
II - false statements or documents submitted during the preparation of the case.
Sole paragraph - In the cases referred to in item I of this article, the Superintendency of Private Insurance may grant a period for the interested parties to remedy the registration irregularity..
Art. 26 - The Superintendency of Private Insurance will make available to the public, as it deems appropriate, an updated list of the reinsurance brokerage companies authorized to operate.
Art. 27 - The Superintendency of Private Insurance will issue the necessary instructions for the compliance with this Resolution.
Art. 28 - The reinsurance brokerage companies in operation on the date of publication of this Resolution will have a period of 180 (one hundred and eighty) days, from this date, to adapt to the provisions herein.
Sole paragraph - The adaptation referred to in the head of this article excludes the compliance with the provisions of item I of Art. 5th of this Resolution.
(Note: Articles 23 to 28 were repealed by CNSP Resolution 330, of 09.12.2015)
Art. 29 - This Resolution will be effective on the date of its publication.
Rio de Janeiro, 17 December 2007.
Armando Vergilio dos Santos Júnior
Superintendent
(Official Gazette “DOU” of 19 December 2007 - pages 21 to 23 - Section 1)
