On July 3, 2025, the Brazilian Securities and Exchange Commission (CVM) issued CVM Resolutions 231 and 232, which established the FÁCIL regime – Facilitation of Access to Capital and Incentives for Listings, a new regulatory regime that offers simplified conditions for registration, public offering and disclosure of information. 

The intention is to expand access to the capital market for smaller companies by adopting simplified and proportional rules.  

CVM Resolution No. 231 made specific adjustments to two important resolutions: CVM Resolution No. 80, of March 29, 2022, and CVM Resolution No. 166, of September 1, 2022. 

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;  

• to obtain, maintain and cancel registration as a securities issuer by smaller companies;  

• to 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 managed by them.

Below, we highlight relevant aspects brought by the standard. 

For the purposes of said Resolution, a corporation is considered to be a smaller corporation if it has earned consolidated annual gross revenue of less than R$ 500,000,000.00 (five hundred million reais), verified based on the financial statements at the end of the last fiscal year.  

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 in an organized market management entity, in accordance with CVM Resolution No. 232.  

The smaller company must submit a listing request to the entity administering the organized market, which must issue a specific act setting out the process and deadlines for analyzing the listing request, accompanied by the documents indicated in Annex A of 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 organized market administrator 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 limit set 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 with 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 direct offer, in which the offer occurs directly in system administered by an organized market management entity, without the need for registration with the CVM and hiring an institution to act as coordinator. 

If smaller companies are not registered with the CVM, they will still be may 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.   

Finally, several relevant duties were provided for by the entities administering organized markets, without prejudice to the actions of the CVM and the other duties provided for in said Resolution, in CVM Resolution No. 35, of May 26, 2021, and in CVM Resolution No. 135, of 2022, in particular:   

• monitor and supervise issuers classified as CMP listed on the organized markets managed by them and the direct offers carried out by them on these markets;  

• receive and definitively analyze queries and complaints involving issuers classified as CMP based exclusively on the rules it issues;  

• analyze queries and complaints, including on matters of corporate law and capital market regulation, obtain the opinion of the issuer classified as CMP, the offeror or other parties involved, and forward the material for analysis by the CVM, accompanied by a purely opinion-based opinion on the matter; and 

• maintain the rules supplementing the Resolution issued by it, publicly available on a page on the world wide web. 

Both Resolutions, CVM 231 and 232, will come into effect on January 2, 2026.  

To consult the full version of CVM Resolution No. 231, click here (https://conteudo.cvm.gov.br/legislacao/resolucoes/resol231.html)  

To consult the full version of CVM Resolution No. 232, click here (https://conteudo.cvm.gov.br/legislacao/resolucoes/resol232.html).  

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