CVM Annual Circular Letter 2026

The Brazilian Securities and Exchange Commission (CVM), through its Securities Registration Superintendency (SRE), published on September 14, 2026, the CVM/SRE Annual Circular Letter/2026, which contains general guidelines for issuers, offerors, and intermediaries involved in public offerings of securities in Brazil.

This is the first edition of the Annual Circular Letter following the extensive review of the regulatory framework for public offerings, initiated with the issuance of CVM Resolutions No. 160 and No. 161 in July 2022, and in effect since January 2023. CVM Resolution No. 160 replaced CVM Instructions No. 400 and No. 476, while CVM Resolution No. 161 established the registration regime for public offering coordinators. According to the Superintendent of the SRE, Luis Miguel Sono, the resumption of the Annual Circular Letter reflects the "profound transformation" that the regulation of public offerings has undergone in recent years, with the 2026 edition having been "deeply reformulated" to incorporate the new rules and the doubts that arose from market experience.

The topics covered by the Office

The document covers virtually the entire cycle of a public offering: procedures for registration requests, the operation of offerings under the automatic and ordinary procedures, the preparation of documents and advertising materials, the handling of confidential information, public offers for the acquisition of shares, offers with tax benefits, the role of coordinators, the structuring and distribution of securities, the verification of documentation, and the supervisory activities of the SRE itself.

Connection with risk-based supervision

A relevant aspect of the Official Letter is the incorporation of guidelines stemming from the experience accumulated by the SRE (Superintendency of Securities and Exchange Commission) in its supervisory activities, especially in the execution of the CVM's (Brazilian Securities and Exchange Commission) Biennial Risk-Based Supervision Plan. Furthermore, the document presents the risk events monitored by the Superintendency within the scope of the 2025–2026 Biennial Plan. In this sense, the Official Letter not only consolidates previous guidelines but also allows for the identification of themes that are the subject of monitoring by the SRE in its supervisory activities.

The Annual Circular Letter consolidates and replaces previous SRE guidelines on the matters addressed therein, but should be considered in conjunction with the specific circular letters relating to the registration of public offering coordinators and the use of the Public Offering Registration System (SRE System), which remain valid. Among these is Circular Letter No. 4/2026/CVM/SRE, which addressed changes to the requirements for offerings submitted for prior analysis by a self-regulatory entity and the creation of fields in the SRE System for offerings from unregistered issuers, including the identification of smaller companies under CVM Resolution No. 232. The documents are therefore complementary: the Annual Circular Letter consolidates the SRE's general guidelines, while the specific letters address specific aspects of the registration of coordinators and the use of the electronic system.

What issuers, providers, and coordinators should observe.

For those involved in structuring and coordinating public offerings, the recommendation is to review internal procedures in light of the now consolidated guidelines, especially on topics that the CVM (Brazilian Securities and Exchange Commission) has already indicated as priorities in its risk-based supervision. Mazzucco&Mello Sociedade de Advogados closely monitors these updates and advises its clients on the interpretation and observance of the applicable guidelines and regulations.

Article prepared by: Antonio Mazzucco and Paula Suraci.

• “The Annual Circular Letter does not replace specific letters regarding the SRE System, such as the recent SRE Circular Letter No. 4/2026, but complements them. Issuers and coordinators should read them together to have a complete picture of the applicable requirements.”
• “By incorporating themes from the Biennial Risk-Based Supervision Plan, the CVM signals where it intends to focus its attention in future reviews, making a careful reading of the document a priority for those working in the capital markets.”