The Commission of Securities (CVM) disclosed on the day March 6, 2025, CVM Resolution 226, which simplifies the process of issuing debentures and modernizes aspects related to the disclosure of corporate acts, reducing bureaucracy and costs for publicly-held companiess. Furthermore, this standard addresses innovations brought by Law 14,711/2023, known as the Legal Framework for Guarantees. 

CVM Resolution 226 came into effect on March 10, 2025 and is part of the CVM Regulatory Agenda 2025. 

Main Changes to CVM Resolution 226 

The new CVM regulation promotes specific changes to pre-existing rules, bringing fundamental simplifications to the capital markets. The main advances include:

1. Elimination of the need to register the deed of issue with the commercial boards: In order to comply with legal requirements, it is sufficient for the debenture issuance deed and its amendments to be sent electronically to the CVM, dispensing with registration with the commercial board. 

2. New system for disclosing corporate acts: The standard establishes guidelines for the issuance and advertising of corporate acts related to debentures, including for issuers not registered with the CVM. The deadline for sending the minutes of deliberations on the issuance of debentures is seven business days. 

3. Harmonization of deadlines and information: Adjustments were made to standardize initial deadline counting milestones and to include the dismemberment forecast in the prospectus and in the debt offering sheet of CVM Resolution 160. 

4. Financial information related to sustainability: Companies registered as securities issuers with the CVM must submit, together with other periodic information provided for in CVM Resolution 80, a report of financial information related to sustainability, under the terms and deadlines to be established in a specific regulation. 

5. Updating specific standards: Modifications were made to CVM Resolutions 17, 60 and 88, adapting rules that govern the fiduciary agent and public offerings via electronic participatory investment platforms (crowdfunding) to align with the innovations of Law 14,711/23 (Legal Framework for Guarantees). 

6. Monitoring the unbundling of debentures: Although it does not currently introduce regulatory adjustments for the splitting of debentures, the CVM reinforces that Law 6,404/76 (Corporation Law) already allows for the implementation of the mechanism for splitting the nominal value of debentures, interest and other rights attributed to them, and that the agency will monitor their development in the market in order to regulate the matter. 

Market Impacts and Considerations 

CVM Resolution 226 represents a significant step forward in simplifying procedures for issuing debentures, reducing costs and bureaucracy for issuers. The elimination of the requirement for publicly-held companies to register the deed of issuance in the commercial registry is an important step towards making the capital market more dynamic and accessible, favoring the growth of corporate credit.  

Furthermore, harmonization and regulatory update measures contribute to greater clarity and predictability for market participants. CVM’s monitoring of debenture unbundling also demonstrates a commitment to the evolution of industry practices, allowing regulatory adjustments as needed.  

CVM Resolution 226 came into effect on March 10, 2025, bringing with it new opportunities and perspectives for companies and investors operating in the Brazilian capital market. It is now up to market agents to adapt to the changes and explore the possibilities arising from this regulatory modernization. 

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