The Commission of Securities and Exchange Commission (CVM), through the Superintendence of Securitization and Agribusiness - SSE, released, on March 18, 2025, Circular Letter SSE 02/2025, with important clarifications on the limited liability of Real Estate Investment Fund (FII) unitholders. The document, addressed to FII administrators and managers, details the legal limits of investors' liability in the event of negative net equity of the funds. 

Main Points of the CVM Guidance 

1. Limited liability is the general rule for FII shareholders: Since the creation of Real Estate Funds by Law 8,668/1993, unitholders are not personally liable for legal or contractual obligations related to the fund's or administrator's real estate ventures. The unitholder's only obligation is to pay the subscribed units in full.
2. RCVM 175 and the provision of limited liability: CVM Resolution 175, in its general section (art. 18), allows the fund's regulations to expressly establish that the shareholders' liability is limited to the subscribed amount. If the regulations are silent or provide otherwise, the shareholders may be liable for the fund's negative equity. 
3. Distinction between obligations relating to and not relating to real estate developments: The Official Letter reinforces that, according to the CVM's interpretation, limited liability applies only to obligations related to real estate projects (such as real estate, receivables certificates, shares in other funds, equity interests, among others). If there are legal or contractual obligations not related to these assets, there may be a capital call to the shareholders. 
4. Generic provision for contributions by shareholders is prohibited: The CVM understands that FII regulations are not permitted to provide broadly and generically for the possibility of calling on funds from unitholders in the event of negative net equity. This call would only be permitted for obligations unrelated to the funds' target assets. 
5. Recommendation for adjustments to FII regulations: For funds that remain structured as unlimited liability condominiums, it is recommended that their regulations be updated to clearly delimit the liability of unitholders exclusively to cases of negative equity arising from obligations not linked to real estate projects, as defined by art. 40 of Normative Annex III of RCVM 175.

This statement by the CVM is extremely relevant for the market, as it provides greater legal security for investors and guides managers. and administrators regarding the appropriate structure of FII regulations on the topic of responsibility. Strengthening the limitation of liability protects unitholders from excessive risks and contributes to strengthening confidence in the real estate fund segment. It is essential that administrators review their regulatory documents in light of this guideline, promoting the necessary adjustments to avoid misinterpretations regarding the unitholders' liability. 

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