A hotelier sold room nights, the guest paid by card, the bill was settled at the issuing bank. The money left the customer's account. It just didn't reach the hotelier. Along the way, there was a payment processing company that stopped transferring the funds and, shortly after, was liquidated by the Central Bank. The money remained frozen, awaiting a decision that should have been obvious.
This is, in essence, the case with EntrePay and Acqio . And the question isn't technical. It's a matter of principle: to whom does the money that's been held up in the middle of the chain belong? The law regarding payment transfers isn't a favor from the card network to the merchant.
The expression "transfer law" is a market nickname. There is no law with that name. What exists is a set of rules that produces a very clear effect: Law 12.865 of 2013, and BCB Resolution 150 of 2021, amended by BCB Resolution 522 of November 10, 2025, with the accompanying note from the Central Bank itself.
Taken together, these instruments state that the payment sender, i.e., the card network, is responsible for ensuring that the payment reaches the recipient, even when an intermediary participant in the chain fails.
The logic is simple and fair. The flag defines the rules of the arrangement, decides which obligations are settled, and between which institutions the money flows. With this power comes responsibility. If the flag controls the flow, it is responsible when the flow does not reach its destination.
The São Paulo court, when analyzing the case of a hotel chain that is a client of EntrePay, stated exactly that: the card brands retain control over the entirety of the financial flow of the arrangement. The money in transit does not belong to the acquiring company.
Here's the key point that organizes everything that comes after. The receivable originates from a sale made by the merchant. The money the cardholder pays has a destination, and that destination is the merchant who delivered the product or service. The acquiring company is a conduit, not the owner of the water that flows through it.
When the estate is liquidated, the funds that were in transit do not become part of the estate's assets to be distributed equally among all its creditors. These are resources destined for a specific recipient who sold the goods but did not receive payment. Hence, an order arises that, for me, is the only coherent interpretation of the rule.
First come the owners of the cash flow: the merchant who sold but didn't receive payment, and in their place, the investor who advanced funds directly to the merchant, because this advance transfers the receiver's position to the one who paid. Behind them are those who only financed the acquiring company, without having paid any merchant, and who compete with the mass of creditors like any other creditor.
If the fund isn't enough for the retailers, the flag covers the difference. It's not a choice between equally valid alternatives. It's a consequence of who owns the money and who assumed which risk.
The fund exists, and the account is open to get started.
There is one detail that changes the urgency of the problem. It's not an empty safe. There is a fund, with a certain value, sitting idle awaiting the liquidator's decision.
The press reported that the amounts owed to retailers are around R$ 2.5 billion. Investigations I obtained, not yet independently confirmed, indicate that the shortfall, that is, the difference between the funds currently available and the total owed to merchants, would be approximately R$ 1.2 billion. If both figures are confirmed, there would be something close to R$ 1.3 billion available now.
It's important to understand where this shortfall comes from, because that's where the real problem lies. Money in transit is temporary, with a specific destination. If there's a hole on the merchants' side, it's because part of it was used for another purpose. The size of the hole is a measure of the misappropriation. And a misappropriation of this magnitude is not a consequence of the liquidation of the payment processor: it's one of its causes.
This amount doesn't pay everyone. But it pays more than half immediately. And what's missing is precisely the part that the arrangement's rules dictate the flag must honor. There's money on the table, there's a normative path for the rest, and yet nobody gets paid. Why doesn't anyone press the button?
The liquidator was appointed on March 27, 2026, in the same act in which the Central Bank decreed the liquidation, and since then has not made the decision that falls to him. The card networks claim that they do not hold the funds and that only the liquidator would have the legitimacy to reopen the liquidation accounts and authorize the flows. Each party points to the other, and the retailer, who is the weakest link, remains without his money.
Much of this paralysis is procedural: no one wants to move the process forward before formal instructions from the liquidator, and the liquidator seems to be waiting for a signal from the regulator. But there's an uncomfortable question that accompanies this explanation. Why do so few people loudly demand the solution that the regulation itself indicates?
I raise this as a hypothesis, not an accusation: accurate interpretation has a cost, and some of those who anticipated it would prefer not to be the ones who trigger it. It's difficult to ask for a decision whose outcome is your own bill to pay—even though, as we've seen, not every investor is in that position.
The argument from the other side, and why it doesn't reverse the queue.
It would be dishonest to treat the position of these investors, the FIDCs and the banks that made the advance payments, as a mere whim. They have a real argument, so much so that the discussion has already reached the courts. Those who make advance payments operate through a receivables assignment contract, always registered with the registrars, as required by regulation since 2021.
In their view, the receivable already belonged to them, not the credit card company and no longer to the merchant. They could also argue that placing them at the end of the line would disrupt the prepayment market and make credit more expensive for the merchants themselves.
The argument is strong, but it has a precise limit: the assignment gives the investor rights over what he actually paid, and nothing more. If he paid the merchant, the receivable is his, and no one disputes that. If he financed the acquiring company, and it was the acquiring company that failed to pass on the funds, the assignment does not convert into his property the money from a sale that the merchant made and for which he never received payment. The merchant sold, delivered, and was left without his money. No registered contract erases this fact.
Investing in credit card receivables means assuming the risk of the entire operation, which involves all participants in the chain, and this risk was already being compensated by the prepayment fee while everything was going well. It makes no sense to charge the premium in good years and push the loss, in a bad year, onto the merchant who only sold the goods.
Trust in the payment instrument is what's at stake. What's being decided here is bigger than the balance of a payment processor. A payment instrument works on a promise: the merchant accepts the card because they trust that the money will arrive. This trust is exactly what the payment transfer rule protects. When the system fails and the merchant doesn't receive payment, what should draw the most attention is the risk of losing trust in the payment instrument.
If the merchant starts to doubt whether they will receive payment, the cost doesn't fall on them. It spreads. The merchant incorporates this apprehension into the price, restricts what they accept, or migrates to an instrument they trust more. And then everyone loses: the issuer, the card network, the investor, and the customer at the end of the chain. Putting the merchant first isn't generosity towards the weaker party. It's the condition for the instrument to remain viable.
The investor's loss, when it comes, is the price of a risk they chose to take and for which they were paid. The merchant's loss is of a different order: it corrodes the foundation upon which the entire system rests. A payment method is not sustained by technology or regulation, but by the trust of those who accept it at the point of sale. The day the merchant stops believing they will receive payment, no amount of efficiency will convince them to continue accepting it.
That's the real risk at stake, greater than any financial shortfall. The question that remains, for those who regulate, operate, or finance this market, is simple and uncomfortable: if the merchant suspects that they might sell, deliver, and not get paid, what confidence remains in the payment system that took us decades to build?
* Edson Santos is the founder and partner of Colink, a consultant, advisor, and angel investor with over 26 years of experience in payment methods and financial services. He is the author of *From Barter to Financial Inclusion* and co-author of *Payments 4.0 — The Forces Transforming the Brazilian Market*. His new book, *Brazilian Payments Manual*, is in press.
