Investment Funds in Credit Rights (FIDCs) play a significant role in structured financing in the Brazilian capital market, enabling the acquisition and investment in credit rights originated by companies from different sectors of the economy.

With the entry into force of CVM Resolution No. 175, the regulation of investment funds underwent a profound normative reorganization. Under the new regime, FIDCs (Investment Funds in Credit Rights) are now specifically regulated by Normative Annex II of Resolution 175, which establishes the rules applicable to the constitution, operation, and portfolio composition of these funds.

Recently, the CVM issued Resolution CVM No. 240, of March 5, 2026 (“Resolution CVM No. 240”), which made specific changes to the aforementioned Normative Annex II of CVM Resolution 175, which governs the regime applicable to FIDCs, focusing on the characterization of credit rights assigned by business entities in judicial or extrajudicial reorganization.

The measure seeks to eliminate regulatory barriers to the transfer of credit rights by companies undergoing judicial reorganization, favoring the use of FIDCs (Investment Funds in Credit Rights) as a mechanism for raising funds for the real economy.

Although the change is specific, its effects are relevant for managers, fiduciary administrators, and structurers operating in the FIDC industry.

The regulatory logic of FIDCs in CVM Resolution 175

CVM Resolution 175 consolidated several previous regulations and established a more organized regulatory model for investment funds.

In the case of FIDCs, Normative Annex II establishes specific rules on:

• acquisition of credit rights;
• Portfolio composition and concentration;
• verification of the collateral for the credits; and
• Responsibilities of the fund's service providers.

The regulation also defines the roles of the main agents involved in the FIDC structure, including the fiduciary administrator, manager, and custodian, who are responsible for different stages of the fund's structure and supervision.

Among the pillars of this system is the requirement to verify the underlying assets of the credit rights, a mechanism designed to ensure that the credits acquired by the fund actually exist and are properly documented.

This control is one of the central elements of FIDC governance and plays a fundamental role in protecting investors.

Impacts of the changes brought about by CVM Resolution 240

CVM Resolution No. 240, of March 5, 2026, made specific adjustments to Normative Annex II of Resolution 175, especially regarding the regulatory treatment of certain credit rights.

Among the changes introduced, the most notable is the elimination of the requirement for judicial approval of the recovery plan so that performing credit rights assigned by companies undergoing judicial reorganization can be classified as standardized credit rights for the purposes of the regulations applicable to FIDCs (Investment Funds in Credit Rights).

Additionally, the regulation revised the regulatory treatment applicable to the joint liability assumed by companies undergoing judicial or extrajudicial reorganization in the assignment of receivables, ceasing to qualify it, by itself, as a characteristic element of non-standardized credit rights.

The change reflects an adaptation of the regulatory regime to the practice observed in the structured credit market, in which transactions involving companies undergoing financial restructuring are relatively common.

In this context, the regulatory update contributes to expanding the use of FIDCs (Investment Funds in Receivables) as a financing alternative for companies undergoing judicial or extrajudicial reorganization, strengthening the role of the capital market in supporting corporate reorganization and financing the real economy.

Impacts on the structuring of FIDCs

The constant changes to CVM Resolution No. 240 tend to broaden the universe of assets eligible for the structuring of FIDCs (Investment Funds in Credit Rights), by making certain criteria applicable to credit rights assigned by companies in judicial or extrajudicial reorganization more flexible.

In practice, the change may favor, for example: (i) the execution of structured financing operations involving loans in special situations; (ii) the development of investment strategies focused on assets with a higher risk profile and return potential; and (iii) the use of FIDCs in the context of corporate debt restructuring.

On the other hand, the inclusion of this type of asset in the funds' portfolio tends to require greater rigor in credit analysis processes, due diligence, and monitoring of credit rights, reinforcing the relevance of collateral verification routines and control mechanisms provided for in the CVM Resolution No. 175 regime.

A regulatory adjustment with a significant impact.

Although specific, the change promoted by CVM Resolution 240 represents another step in the regulatory maturation process of FIDCs in Brazil.

By allowing greater flexibility in the composition of these funds' portfolios, the CVM seeks to align regulation with the dynamics of the structured credit market, preserving the governance and transparency mechanisms that characterize this type of vehicle and reinforcing the role of FIDCs as a relevant financing instrument in the Brazilian capital market.

For managers, administrators, and legal advisors involved in structuring FIDCs (Investment Funds in Receivables), understanding these changes is essential to evaluate new structuring opportunities and ensure proper regulatory compliance of operations.

Article written by: Diogo Ferraz, Marina Moreno, Paula Suraci, Bernardo Fontes and Piao Min You.