CVM/SEP Annual Circular Letter: an essential guide for publicly traded companies in 2026

Every year, the Corporate Relations Superintendency of the Securities and Exchange Commission (SEP/CVM) publishes its Annual Circular Letter with relevant guidelines for publicly traded companies, foreign issuers, and incentivized companies registered with the regulatory body.

More than just an informative document, the Circular Letter serves as an important regulatory guidance tool, consolidating CVM's understandings, operational guidelines, and references to good corporate governance practices that companies should observe throughout the fiscal year.

The guidelines gathered there directly address the information regime foreseen in Law No. 6,404/1976 (SA Law) and in the CVM regulations, especially in CVM Resolutions No. 80/2022 and No. 44/2021, which structure the information disclosure regime for publicly traded companies.

For administrators, investor relations directors, board members, and legal advisors who operate in the capital markets, following these guidelines is an important part of managing regulatory risk and properly conducting market disclosure procedures.

What is the SEP Circular Letter?

The Circular Letter is a document issued annually by the Superintendency of Corporate Relations with the objective of guiding issuers registered with the CVM (Brazilian Securities and Exchange Commission) on procedures related to the submission of periodic and occasional information, in addition to presenting the agency's interpretations of the legislation and regulations applicable to the Brazilian capital market.

It is, therefore, an instrument of administrative and interpretative guidance, which seeks to clarify recurring doubts observed in the supervision of publicly traded companies and to standardize practices related to compliance with informational obligations.

The document also seeks to encourage practices aligned with transparency and corporate governance, reducing informational inconsistencies and helping to avoid the need for formal requirements, resubmission of documents, or the application of penalties by the CVM (Brazilian Securities and Exchange Commission).

In practice, the Circular Letter consolidates relevant regulatory understandings and operational guidelines that assist companies and their administrators in properly fulfilling the obligations set forth in corporate law and capital market regulations.

What is the purpose of the document?

The Circular Letter's main objective is to guide the interpretation and fulfillment of informational obligations by publicly traded companies, playing a relevant role in organizing the regulatory environment of the capital market.

In this context, three dimensions deserve highlighting.

• First and foremost, the document aims to guide publicly traded companies in fulfilling their regulatory obligations, consolidating guidelines on the submission of periodic and occasional information through the... System Empresas.NET, platform used for the preparation and transmission of information required by the CVM.
• Secondly, the Office contributes to standardize regulatory interpretations. By bringing together understandings arising from the actions of the SEP (Securities and Exchange Commission of Brazil) and the CVM (Brazilian Securities and Exchange Commission) Board, the document reduces ambiguities in the application of regulations and tends to decrease practical divergences between companies, independent auditors, and legal advisors.
• Finally, the Circular Letter reinforces practices related to transparency of information and the quality of disclosures to the market., encouraging greater consistency in how corporate and financial information is presented to investors.

Main topics covered in Circular Letter 2026

The 2026 edition consolidates guidelines on various aspects of the information regime applicable to publicly traded companies, covering topics such as issuer registration, submission of periodic information, disclosure of occasional information, and aspects of corporate governance.

Registration and categories of issuers

The document recalls that CVM regulations provide for two categories of registration for securities issuers: (i) a Category A, which authorizes the trading of any securities of the issuer in regulated markets; and (ii) a Category B, which allows the trading of securities, except for shares and securities that confer the right to acquire them.

This distinction stems from CVM Resolution No. 80/2022 and directly impacts the set of informational obligations applicable to companies, as well as the level of transparency required by the regulator.

Mandatory periodic information

The Circular Letter also reinforces guidelines related to the main documents that must be submitted periodically to the CVM.

Among them, the following stand out: financial statements, management report, reference form, quarterly information (ITR), and standardized financial statements (DFP).

Furthermore, the document addresses technical aspects frequently observed in regulatory oversight, such as the preparation of explanatory notes, the advance disclosure of financial information, and the application of new accounting pronouncements.

These points often generate practical questions during the preparation of mandatory disclosures and, therefore, receive recurring attention in SEP guidelines.

Occasional information and disclosure to the market.

Another relevant topic addressed in the Circular Letter concerns the disclosure of any information that may impact investors or the regular functioning of the market.

In this context, the document provides guidance on situations that may require disclosure of relevant act or fact, in accordance with CVM regulations, or the publication of market announcement, depending on the nature and relevance of the information involved.

Events typically covered include significant corporate transactions, disclosure of projections, significant acquisitions or disposals of equity interests, and significant transactions involving securities issued by the company.

The purpose of these guidelines is to reinforce that the dissemination of information should occur in a way that... timely, clear and suitable for the investing public., preserving informational symmetry in the market.

Assemblies and corporate governance

The Circular Letter also dedicates significant space to aspects related to the governance of publicly traded companies, especially with regard to general meetings.

Among the topics covered are the convening of shareholder meetings, the use of remote voting, the documentation that must be made available to shareholders, the disclosure of directors' remuneration, and the adoption of disclosure and negotiation policies.

These guidelines reinforce the role of the general meeting as one of the main decision-making and governance bodies in publicly traded companies, in addition to highlighting the importance of the proper organization and disclosure of information made available to shareholders.

Consequences of informational non-compliance

The document also reminds that failure to comply with information obligations may have significant regulatory consequences.

Possible measures include (i) the application of daily fines, (ii) the inclusion of the company on the list of defaulting issuers, and (iii) the suspension or cancellation of the registration of a publicly traded company in situations of repeated default.

These measures highlight the importance of structured management of the regulatory calendar and internal routines for preparing and disseminating information to the market.

The role of the Investor Relations Director (IRD)

The Circular Letter also reinforces the central role of Investor Relations Director (IRD) in fulfilling the informational obligations of publicly traded companies.

The Investor Relations Officer (IRO) is responsible for overseeing the provision and disclosure of information required by CVM regulations, ensuring the consistency and integrity of the information disclosed, and acting as the main point of contact between the company, the CVM, and market participants.

In this context, the Investor Relations Officer (IRO) plays a strategic role at the interface between the company's corporate governance, compliance with regulatory requirements, and communication with investors and other stakeholders.

A document that goes beyond regulatory formalities.

Although often treated merely as a technical document, the SEP Circular Letter plays a relevant role in the regulatory structure of the Brazilian capital market.

By consolidating interpretative guidelines and practices observed by the CVM's supervision, the document contributes to greater regulatory predictability, improves the quality of information disclosed to the market, and reinforces corporate governance standards expected by the regulator.

For publicly traded companies, administrators, and legal advisors, a careful reading of the annual Circular Letter is not only recommended, but also an important reference for managing regulatory risk and for properly fulfilling informational obligations in the capital markets.

For those working in capital markets, corporate governance, or corporate law, following the guidelines of the CVM Circular Letter is a way to anticipate regulatory interpretations and reduce risks in disclosing information to the market.

In your experience, What is the biggest challenge currently faced by publicly traded companies in complying with their reporting obligations to the CVM (Brazilian Securities and Exchange Commission)?

Article prepared by: Antonio Mazzucco, Ricardo Alegransi, Diogo Ferraz, Marina Moreno and Bernardo Fontes.