Following the enactment of Complementary Law No. 213 of January 15, 2025, published on January 16, 2025, which amended Decree-Law No. 73/1966, insurance cooperatives now have their own legal framework. The matter was regulated by Resolution No. 492 of the National Council of Private Insurance (CNSP), dated May 4, 2026, and published on May 6, 2026. The new framework significantly expands the scope of activity of these entities, which, under the original wording of Decree-Law No. 73/1966, were restricted to specific lines of business, and introduces a regulatory model that combines the mutualist logic of cooperativism with the prudential requirements typical of the insurance market.
Insurance cooperatives retain their cooperative legal nature while being subject to the authorization and operating regime established by insurance regulation, under the supervision of the Superintendence of Private Insurance (SUSEP). Both sets of rules apply concurrently: Law No. 5,764/1971 (the Cooperatives Law) governs the associative organization, while insurance legislation and regulation govern the regulated activity of insurance cooperatives. The rules applicable to insurance companies also apply on a supplementary basis, unless expressly provided otherwise, pursuant to article 88-B of Decree-Law No. 73/1966 and the sole paragraph of article 1 of CNSP Resolution No. 492/2026. This overlap of regimes requires an integrated reading of the rules when drafting the bylaws, internal policies and products; otherwise, solutions that are valid from a corporate standpoint may prove incompatible with the prudential and conduct requirements applicable to the supervised market.
Main operating rules
- Exclusive corporate purpose and authorization: the conduct of insurance activities is subject to prior authorization from SUSEP and must be the exclusive corporate purpose of the cooperative, pursuant to articles 24 and 88-A of Decree-Law No. 73/1966.
- Three-tier structure: single cooperatives underwrite insurance directly for the benefit of their members, while central cooperatives, formed by single cooperatives, and confederations, formed by central cooperatives, provide services that are pertinent, complementary or necessary to their affiliates. These entities are prohibited from acting as insurance brokers, as set forth in articles 2 and 6 of CNSP Resolution No. 492/2026.
- Members-only operations: a single cooperative may only underwrite insurance with its members, and transactions with non-members are expressly prohibited under article 8 of CNSP Resolution No. 492/2026. The sale of insurance is also restricted to single cooperatives. Membership must therefore be duly established before or at the time the insurance is contracted, and the applicant’s eligibility must be verified prior to contracting. In practice, this rule directly affects the design of the customer onboarding journey, which must integrate membership admission and policy issuance in an auditable manner, as well as the structuring of distribution channels.
- Membership restrictions: article 3 of CNSP Resolution No. 492/2026 prohibits the admission of direct and indirect public administration entities, as well as legal entities whose principal activity directly competes with the cooperative’s objectives.
- Prohibited lines of business: cooperatives may not underwrite petroleum, aviation, marine, nuclear, named and operational risks, or bankers’ blanket risks, and article 7 of CNSP Resolution No. 492/2026 further prohibits them from carrying out operations structured under the capitalization and the capital-of-coverage distribution financial regimes.
- Coinsurance and reinsurance: a single cooperative may not accept risks in coinsurance from insurance companies, but may cede risks to them, in which case it will act as lead coinsurer, as established in article 9 of CNSP Resolution No. 492/2026. Reinsurance, in turn, is permitted under article 10 of CNSP Resolution No. 492/2026, which treats cooperatives as ceding entities for purposes of the specific regulation. Taken together, these rules provide cooperatives with relevant tools for risk spreading and capital management, while assigning to them, as lead coinsurer, the responsibilities inherent in managing the coinsurance arrangement.
- Share capital: share capital is mandatory and variable, must be paid in Brazilian currency (contributions in kind or in services are prohibited), and must be equal to or greater than the minimum required capital, in accordance with article 13 of CNSP Resolution No. 492/2026.
- Redemption of shares and distribution of surplus: a member’s withdrawal does not make the redemption of its shares immediately enforceable. Redemption requires the maintenance of adjusted shareholders’ equity above the minimum required capital and full coverage of technical provisions, and partial redemption requires specific approval from the Board of Directors, pursuant to article 14 of CNSP Resolution No. 492/2026. Article 15 of CNSP Resolution No. 492/2026, in turn, prohibits the return of surplus and the payment of interest on quota-shares when the adjusted shareholders’ equity sufficiency ratio falls below 25% or when technical provisions are insufficiently covered. This is a prudential mechanism that conditions members’ economic rights on the cooperative’s solvency and brings cooperative capital closer to the loss-absorbing function performed by the capital of insurance companies.
- Governance: the Board of Directors, the Executive Board (reporting to it) and the Fiscal Council are mandatory statutory bodies, and a governance policy approved by the General Meeting is also required, under articles 16 and 17 of CNSP Resolution No. 492/2026. Resolutions follow the one-member, one-vote principle: each member is entitled to a single vote, regardless of the number of quota-shares held, as provided in article 42 of the Cooperatives Law.
- Equity interests: article 29 of CNSP Resolution No. 492/2026 limits the cooperative’s equity interests to the entities exhaustively listed in the rule, namely: (i) central cooperatives and insurance confederations (according to the cooperative’s tier); (ii) single credit cooperatives; (iii) institutions authorized by SUSEP or by the Central Bank of Brazil and controlled by credit or insurance cooperatives; (iv) companies providing services or supplying goods to the cooperative insurance sector; and (v) entities devoted to institutional representation, technical cooperation or educational purposes. Such interests do not require prior SUSEP authorization, but the incorporation of an institution authorized by the Central Bank of Brazil must be reported to SUSEP, and the cooperative must provide, upon request, information on any entities not supervised by SUSEP in which it holds an interest.
- Supervision and business continuity: articles 31 to 37 of CNSP Resolution No. 492/2026 require an annual operational audit by an independent accounting auditor, as well as the reporting of materially relevant facts to SUSEP. Central cooperatives and confederations supervise their affiliates and, in situations that jeopardize continuity, soundness or operational regularity, may assume their temporary management, subject to SUSEP authorization, or act under a co-management regime, if provided for in the bylaws, as set out in articles 41, 55 and 56 of CNSP Resolution No. 492/2026.
Loss sharing
In addition to its effects on participation in resolutions, membership has economic consequences, notably the possibility of sharing in losses. Losses for the fiscal year are covered first by the Reserve Fund and, if this is insufficient, apportioned among members in direct proportion to the services used, with the Annual General Meeting resolving on the apportionment, as provided in article 89 of the Cooperatives Law. For this reason, article 11 of CNSP Resolution No. 492/2026 requires the cooperative to keep available to its members information on their rights and duties and on the distribution of surplus and the sharing of losses.
Pending issues
Although CNSP Resolution No. 492/2026 has regulated general operating aspects of insurance cooperatives, certain relevant matters, notably capital requirements and the incorporation and operating authorization process, have not yet been specifically regulated, and the market awaits further clarification from the regulator.
In this context, the applicable requirements and documents should be assessed on a case-by-case basis, taking into account, above all, the size and structure of the insurance cooperative to be incorporated. Accordingly, those interested in structuring or joining insurance cooperatives are advised to assess in advance the regulatory framing of their project, including the lines of business to be underwritten, the capitalization model, the risk cession strategy and the governance architecture, in order to reduce the risk of additional requirements during the authorization process.
Cescon Barrieu’s Insurance team closely monitors regulatory developments on this matter and advises clients on the structuring, incorporation and authorization of insurance cooperatives, and remains available to answer any questions.