Who makes the SPB work? Central Bank, Traditional Banks, and Fintechs
The efficient functioning of the SPB depends on integrated collaboration between the Central Bank, traditional banks, and fintechs. While the Central Bank structures and regulates the system, traditional banks execute most of the financial transactions with their consolidated infrastructure, and fintechs bring innovation, agility, and new solutions. Interoperability between these institutions is ensured through common infrastructures, such as Pix and Open Finance, for example, which enable communication and integration between different financial systems and services. This collaboration is essential to balance innovation with the security and stability of the system. The coexistence of these actors generates a positive dynamic, where the experience and robustness of traditional banks complement the agility and innovation of fintechs, all under the supervision and firm regulation of the Central Bank. However, this ecosystem also faces challenges, such as the constant need to adapt to cyber threats, regulatory updates to keep pace with rapid technological evolution, and the balance between financial inclusion and risk mitigation.
CVM creates new regime to facilitate access of smaller companies to the capital markets
On July 3, 2025, the Brazilian Securities and Exchange Commission (CVM) instituted the EASY regime – Facilitation of Access to Capital and Listing Incentives. This new regulatory framework establishes simplified conditions for the registration of issuers, conducting public offerings, and disclosing information, through CVM Resolutions No. 231 and 232, which will come into effect on January 2, 2026.
The regulator's intention is to expand access to the capital markets for smaller companies by adopting simplified and proportional rules.
CVM Resolution No. 80 regulates the registration and provision of periodic and occasional information by issuers of securities admitted to trading on regulated markets. The adjustment introduced by CVM Resolution No. 231 included, in its Appendix B, a provision for the classification—or not—of the issuer as a "CMP."
CVM Resolution No. 166, which regulates the publications required by Law No. 6,404 of December 15, 1976 (the Corporation Law) for smaller publicly-held companies, was also amended. Following the change incorporated by CVM Resolution No. 231, the provisions of Resolution No. 166 now apply to unregistered issuers of securities admitted to trading on regulated markets.
CVM Resolution No. 232 contains the main measures related to the EASY regime. The rules set forth therein apply to:
– the classification of public limited companies as smaller companies;
– obtaining, maintaining and canceling registration as a securities issuer by smaller companies;
– public offerings for the distribution of securities issued by smaller companies;
– exemptions from legal obligations applicable to smaller companies; and
– the supervision exercised by entities managing organized markets over smaller companies listed on markets they manage.
Regarding the main aspects brought by the standard, the following stand out:
A smaller company that intends to be registered as an issuer of securities must apply for registration with the CVM in categories A or B, as defined in CVM Resolution No. 80.
Registration as a securities issuer may be obtained by a smaller company by fully complying with the rules applicable to obtaining registration as a securities issuer as set out in CVM Resolution No. 80, or automatically, after listing the smaller company with an entity managing an organized market, in accordance with CVM Resolution No. 232.
A smaller company may add the CMP classification to its current category A or B, as applicable, in order to benefit from the possibility of exemption from regulatory obligations provided for in the aforementioned Resolution. The following requirements must be met to obtain the CMP classification:
– be classified as a smaller company;
– have presented revenue from its operations, in a financial statement audited by an independent auditor registered with the CVM;
– be listed on an organized securities market; and
– in the case of an issuer of securities already registered, obtain the prior consent of investors, if it obtains the consent of the holders of outstanding securities.
An issuer classified as a CMP may benefit from exemptions from regulatory obligations, provided that such exemptions are consistent with:
– the issuer’s articles of association;
– the documents governing the issuance of debt securities issued by the issuer;
– the listing rules of the entity administering the organized market applicable to the issuer; and
– the list of exemptions from regulatory obligations presented by the issuer.
Furthermore, companies registered with the CVM and classified as Smaller Companies (CMP) may:
Disclose accounting information in semi-annual periods using the Semi-Annual Information form (ISEM), replacing the quarterly information provided for in the Quarterly Information Form (ITR);
Replace the reference form, prospectus and sheet with the EASY Form, presented annually or on the occasion of events provided for in the standard;
Obtain deregistration through a Public Offer for the Acquisition of Shares (OPA) with a successful quorum equivalent to half of the outstanding shares, replacing the current 2/3 of the outstanding shares;
Refrain from presenting the financial information report related to sustainability provided for in CVM Resolution 193.
Regarding the topic of public offerings, it is worth noting that companies registered with the CVM and classified as CMP may carry out public offerings in different ways:
Without limit on value, if they choose to fully follow CVM Resolution 160 and to make the reference form and quarterly accounting information available;
By observing the joint limit of R$ 300 million every 12 months:
If the public offering procedure provided for in CVM Resolution 160 is adopted, but with the replacement of the prospectus and the sheet by the EASY Form;
Exemption from the participation of an institution to act as coordinator, in the case of a debt offering intended exclusively for professional investors;
By adopting a new and simplified public offering procedure called a direct offering, in which the offering takes place directly in a system managed by an entity managing an organized market, without the need for registration with the CVM and hiring an institution to act as coordinator.
Even if smaller companies are not registered with the CVM, they may still conduct public offerings. It was established that such issuers are authorized to offer debt securities exclusively to professional investors, subject to the offering limit of R$300 million (three hundred million reais). Furthermore, in this case, it is not necessary to hire a coordinator for the offering.
Brazilian Payments System (SBP): structure, regulation and paths for innovation
The Brazilian Payments System (SPB) is the fundamental structure that guarantees the safe and efficient movement of financial resources in the country, from everyday transactions to high-value operations between financial institutions.
Coordinated by the Central Bank, the SPB integrates several participants and sophisticated technological infrastructures that ensure the stability and integrity of the national financial system.
In this article, you will understand how the SPB works and how legal and technological advances in the Brazilian payments system have made it possible to open the market to the entry of new players, such as fintechs, driving modernization and financial inclusion in the country.
CVM Resolution 230 postpones the effective date of the new regulation on takeover bids to October 1, 2025
On June 18, 2025, the Brazilian Securities and Exchange Commission (CVM) approved CVM Resolution 230, which extended the entry into force of CVM Resolutions 215 and 216, initially scheduled for July 1, 2025. CVM Resolution 215 regulates public offerings for the acquisition of shares (OPA) issued by publicly-held companies, replacing the former CVM Resolution 85, while CVM Resolution 216 made adjustments to other rules to align them with CVM 215.
The postponement was motivated by the need to finalize the automatic OPA module of the SRE System, which will allow the receipt and registration of optional OPAs without exchange for securities. Despite the extension, participants may request exemptions or different procedures for the analysis of OPAs, according to article 45 of CVM Resolution 85. This article allows the CVM, in exceptional and duly justified situations, to authorize exemptions or specific procedures, respecting the requirements of Law No. 6,404 of 1976 (Corporation Law).
CVM publishes guidelines on the limited liability of Real Estate Investment Fund (FII) unitholders
Em 18 de março de 2025, a Comissão de Valores Mobiliários (CVM) publicou o Ofício Circular SSE 02/2025, no qual faz orientações sobre a responsabilidade dos cotistas de Fundos de Investimento Imobiliário (FII) frente a situações de patrimônio líquido negativo.
Registration with the Commercial Board and the rural producer's eligibility for judicial recovery
O STJ decidiu no Tema 1145 que produtores rurais podem pedir recuperação judicial mesmo que tenham se registrado recentemente na Junta Comercial, desde que comprovem o exercício da atividade por pelo menos dois anos. Essa decisão amplia o acesso ao benefício, permitindo que o tempo de atuação anterior ao registro seja considerado. Se você é produtor rural e enfrenta dificuldades, a recuperação judicial pode ser a solução para reestruturar suas dívidas e manter sua produção!
BC and CVM facilitate foreign investments in the country's financial and capital markets
The CVM and the BCB published Joint Resolution No. 13 on 12/03/2024, which revokes CMN Resolution 4373 and simplifies the rules for foreign investments in the financial and securities markets. The rule aims to attract more investors, reduce costs and improve the business environment in Brazil.
The changes include the simplification of procedures, expansion of assets to back DRs, facilitation of investments via specific accounts, extension of the document retention period and adoption of risk-based criteria. The new regulations, the result of public consultation, come into effect on January 1, 2025.
New CVM Standard for regulating Fiagro
As of the publication of the new CVM Resolution No. 214, of September 30, 2024, by the Securities and Exchange Commission – CVM, investment funds for agribusiness production chains – Fiagro, will become part of the regulatory framework for investment funds in the country.
Among the main changes brought about by the rule are (i) subsidiary application of other CVM normative annexes; (ii) definition of the strategic policy and management of the invested company; (iii) possibility of trading carbon credits from agribusiness; (iv) investment by the Fiagro classes in “any real rights over rural properties”, among others.
CVM Resolution 214 comes into effect on March 3, 2025. Existing Fiagros will have until June 30, 2025 to adapt to the new resolution.
B3 public consultation with proposals for changes to the Novo Mercado rules
B3 has made available to the general public of investors a public consultation to collect contributions to change the rules of the Novo Mercado, a listing segment for companies voluntarily committed to complying with more rigorous corporate governance practices than those required by current legislation.
After analyzing the contributions sent by the public, B3 will announce the restricted hearing, so that the companies listed in the segment can vote on the final proposal, which will also be subject to approval by CVM.
Suggestions and comments can be sent until 11/11/2024 to B3's email [email protected].