Law No. 14,421/2022, eagerly awaited by the agricultural sector, brought relevant and important changes to the sector, improving the rules regarding private financing of agribusiness, amending several important laws, including:

⦁ Promoted changes to Law No. 8929/1994, which established the Rural Product Certificate – CPR
⦁ Amended Law No. 11,076/2004, which established private agribusiness titles;
⦁ Amended Law No. 8,668/1993 in the specific topic related to FIAGRO;
⦁ Amended Law No. 13,986/2020 – new Agro Law, especially as regards the Solidarity Guarantee Fund (FGS) and the Rural Assets in Affiliation (PRA).

In this bulletin, we will specifically address the changes that were promoted by Law No. 14,421/2022 regarding the CPR, which for the most part improved the changes already implemented in 2020 by Law No. 13,986 (Agro Law), being another step towards the modernization of the Brazilian agribusiness financing policy.

⦁ EXPANSION OF THE LIST OF PRODUCTS CONSIDERED RURAL AND THOSE LEGITIMATE FOR ISSUING THE CPR

Law No. 14,421/2022 expanded the definition of rural product, as well as the list of authorized parties to issue the title.

According to the approved amendments, rural products are now also understood to include those originating from the industrialization of products related to agricultural, livestock, forestry, plant extraction, fishing and aquaculture activities, their derivatives and by-products and waste of economic value; and production or sale of agricultural inputs, agricultural machinery and implements and storage equipment – these modalities are subject to CPR with Financial Settlement.

In view of these changes, the issuance of CPRs is now permitted by individuals or legal entities that carry out these activities, which therefore includes resellers of inputs, agro-industries, companies that trade agricultural commodities and input industries, definitively consolidating itself as an instrument for the development of agribusiness and sustainability. 

⦁ ACCEPTANCE OF ELECTRONIC SIGNATURE (SIMPLE, ADVANCED AND QUALIFIED) IN THE CPR

Law No. 14,421/2022 expressly provides for the inclusion of simple, advanced or qualified electronic signatures in the CPR and its representative documents. What does this mean?

This means that if a CPR is issued without a real guarantee and/or with a separate document describing the assets linked as collateral, a simple, advanced or qualified electronic signature can be used.   

If a CPR is issued with a real guarantee, an advanced or qualified electronic signature will be required. In this case, a simple signature is not permitted.

Recalling the definitions of simple, advanced and qualified signatures:

Simple signature: allows the signatory to be identified and/or associates data in electronic format, such as when the signatory registers in advance on a signature platform to accept a click contract;

Advanced electronic signature: uses a digital certificate not issued by ICP-Brasil or adopts another means of proving the authorship and integrity of documents in electronic form, provided that it is accepted by the parties as valid or accepted by the person to whom the document is opposed, with the following characteristics: (i) it is uniquely associated with the signatory; (ii) it uses data to create an electronic signature that the signatory can, with a high level of confidence, operate under his/her exclusive control; (iii) it is related to the data associated with it in such a way that any subsequent modification is detectable. Example: Signatory identification criteria (name + CPF + e-mail) and security standards defined between the parties;

Qualified electronic signature: uses a digital certificate within the ICP-Brasil standard, in accordance with §1 of art. 10 of Provisional Measure No. 2,200-2, of August 24, 2001.

In this sense, we reinforce that the requirement for notary offices to provide a qualified signature (ICP-Brasil standard) for the registration of Rural Product Certificates, such as CPR with pledge guarantee, fiduciary alienation of product, fiduciary alienation of real estate or mortgage, no longer applies.

⦁ CPR WITH FINANCIAL SETTLEMENT 

In view of the extensive discussions regarding the mandatory identification of the price or price index used to compose the value of the Financial CPR, Law No. 14,421/2022 brought clarity by adapting the wording of item I of article 4-A, so that there are no more doubts regarding the possibility of using the price agreed between the parties, with the identification of the price index not being mandatory for all CPRFs.

Still on the subject, we highlight a relevant change regarding the possibility of the CPRF being used as an instrument for setting credit limits and to guarantee future debt granted through other CPRs linked to it.

⦁ EXTENSION OF THE CPR REGISTRATION PERIOD WITH ENTITIES AUTHORIZED BY THE CENTRAL BANK

Established as a legal requirement for the validity and effectiveness of the CPR, registration with an entity authorized by the Central Bank has become a challenge for those involved in the negotiation. This is because, firstly, the Agro Law established a short deadline for compliance with this obligation, which is difficult to achieve in practice, corresponding to 10 business days from the issuance of the title. Therefore, many CPRs lost their validity due to logistical issues that prevented registration from being carried out in a timely manner.

In view of the exhaustive demand from the market, which was harmed due to the short period for registration and the severity of the burden imposed by its non-compliance (invalidity of the title), with the change proposed in Law No. 14,421/2022, this period was extended to 30 business days from the date of issuance of the CPR and its amendments, with the new rule coming into effect for CPRs issued as of August 11, 2022.

Please remember that CPRs with a value less than R$ 250,000.00 are exempt from registration until 12/31/2022 and CPRs with a value less than R$ 50,000.00 are exempt from registration until 12/31/2023.

⦁ REGISTRATION OF THE CPR WITH GUARANTEE OF FIDUCIARY ALIENATION OF GRAINS IN THE REAL ESTATE REGISTRY OFFICE OF THE PLACE WHERE THE CROP IS FORMED 

Law No. 14,421/2022 changed the place of registration of the fiduciary alienation of agricultural products to the Real Estate Registry Office where the assets subject to the guarantee are located.

In order to provide greater security to the creditor regarding the preference of the guarantee, the change in the rule for registering the guarantee of the Fiduciary Alienation of a product was well received, since the CPR law previously provided that the registration of the guarantee should be carried out at the Registry Office of Titles and Documents of the issuer's domicile. It is known that a natural person can have several domiciles, which created difficulty in obtaining efficient information about the existence of a previous encumbrance on the same asset.

This change will allow the concentration of information in a single registry office, facilitating the assessment of preference and generating lower costs in obtaining Pledge and Fiduciary Alienation history certificates.

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