Aula 45 - Curso CPA 20: Notas Promissórias (Atualizado)

Summary

In this lesson for the CPA-20 certification, the focus is on promissory notes (notas promissórias), short-term debt instruments issued by companies to raise funds. The script explains how these notes differ from debentures, being specifically short-term with a maximum maturity of 360 days. It covers the legal requirements for issuing these notes, including the involvement of financial intermediaries, as well as the risks and taxation associated with them, such as credit risk, liquidity risk, and market risk. The lesson also highlights the tax treatment of promissory notes, including income tax and IOF tax considerations.

Takeaways

• 😀 Notes promissory are short-term financial securities issued by companies to raise funds for their operations.
• 😀 The primary difference between promissory notes and debentures is that promissory notes are for short-term financing, while debentures are for medium to long-term financing.
• 😀 Promissory notes involve investors lending money to companies in exchange for receiving the principal amount plus interest at maturity or earlier redemption.
• 😀 These financial instruments can only be issued by non-financial public companies, excluding banks and financial institutions.
• 😀 Promissory notes must be registered with the Securities and Exchange Commission (CVM) to be valid and distributed in the market.
• 😀 Companies can issue promissory notes without an intermediary institution if the notes have a maturity of 90 days or less and are aimed exclusively at professional investors.
• 😀 The remuneration for investors can be either pre-fixed, post-fixed, or based on inflation indices, with most promissory notes having a maturity of under one year.
• 😀 A promissory note typically has a maximum maturity of 360 days, although an exception exists for notes distributed through restricted offers to professional investors with a fiduciary agent.
• 😀 Investors in promissory notes face risks such as credit risk (issuer default), liquidity risk (limited secondary market trading), and market risk (fluctuations in value due to market conditions).
• 😀 Taxes on promissory notes include income tax and the IOF (tax on financial transactions), with rates determined by the duration of the investment and the type of investor.

Q & A

What is a promissory note, and how does it differ from a debenture?

A promissory note is a short-term debt instrument issued by a company to raise funds. It differs from a debenture, which is a long-term debt instrument. The main difference is the duration, with promissory notes typically having a short-term maturity, while debentures have a longer-term horizon.

What is the maximum maturity period for a promissory note?

The maximum maturity period for a promissory note is typically 360 days, according to the legislation. However, there is an exception for notes issued through restricted public offerings, where the maturity can exceed 360 days.

What is the role of the financial intermediary in the issuance of a promissory note?

The financial intermediary, such as an investment bank or a brokerage firm, plays a crucial role in distributing the promissory note to investors. For large issuers with significant market exposure, the intermediary may not be required if the maturity is less than 90 days.

Can a company with a smaller market exposure issue a promissory note without a financial intermediary?

No, a company without significant market exposure cannot issue a promissory note without a financial intermediary, unless the note has a maturity of 90 days or less and is offered only to professional investors.

What types of investors are allowed to invest in promissory notes issued through restricted offerings?

Promissory notes issued through restricted offerings are only available to professional investors, and these offerings must have the involvement of a fiduciary agent to protect the interests of the noteholders.

What is the primary risk associated with investing in promissory notes?

The primary risk associated with promissory notes is credit risk, where there is a chance that the issuing company may default on its payments of principal or interest.

Do promissory notes have any guarantees against default?

No, promissory notes do not have the guarantee of the FGC (Credit Guarantee Fund), which means they carry the risk of default without any safety net.

What is the risk of liquidity when investing in promissory notes?

The risk of liquidity arises because promissory notes are rarely traded in secondary markets, making it difficult for investors to sell their notes before maturity if they need to.

How is taxation applied to the earnings from promissory notes?

Earnings from promissory notes are subject to income tax and IOF (Tax on Financial Operations). The tax rates depend on the holding period, with different rates for investments held for less than 30 days.

What is the difference in taxation if a promissory note is redeemed before 30 days?

If a promissory note is redeemed before 30 days, the IOF tax is charged first, followed by the calculation of income tax on the remaining earnings. For longer holding periods, the tax rates may vary.