On December 11, 2024, the Brazilian Securities and Exchange Commission (CVM) presented its regulatory agenda for 2025. The main objective is to promote the democratization of the capital market by facilitating the entry of smaller companies, modernizing existing rules and reinforcing the transparency and legal certainty of agents.

We present below the main topics of the agenda.

Regime to facilitate access to capital and incentive to listings (“FÁCIL” Regime)

The “FÁCIL” Regime aims to provide simplified listing and fundraising conditions for smaller companies. With the public consultation launched in 2024, the intention is to create flexible rules by reducing costs and bureaucratic requirements that make it difficult for these companies to enter the capital market.

In this way, small and medium-sized companies with growth potential will be able to access more robust sources of financing, which tends to generate greater diversity of sectors and investment profiles.

Flexibility in the debenture issuance process: simplification in the disclosure rules and adaptation to Law 14,711/23

Based on the public consultation launched in 2024, the CVM proposes adjustments to CVM resolutions 80 and 160, to reduce bureaucracy in the process of issuing and disclosing debentures, in line with the changes brought about by Law 14,711/23.

Among the novelties are greater agility in the process of approving issuance documents due to the reduction of costs and deadlines and the possibility of encouraging lower value issuances.

The diversification of fixed income products in the market attracts different investor profiles.

Modernization of the rules governing Private Equity Investment Funds (FIPs)

The CVM plans to modernize the provisions on the structure and governance of FIPs, making them clearer and more compatible with international trends. Thus, it is expected to obtain more transparency in the disclosure of information, greater standardization of practices and more legal certainty.

Revision of CVM Resolution 45 and improvement of the rules for administrative sanctioning proceedings (PAS)

The CVM also lists rules that involve the improvement of investigation and trial procedures, seeking greater efficiency and speed in the resolution of possible infractions, through adjustments to CVM Resolution 45. The objective is to increase confidence in the inspection function of the agency to reduce uncertainties and inhibit irregular practices.

Topics for public consultation

In 2025, public consultations are planned on the following topics:

  • Suitability: the CVM seeks to increase the range of products that can be offered to the retail public, while reviewing the concept of qualified investor. The objective of the measure is to ensure adequate protection for different investor profiles, without inhibiting access to products that can bring more competitive returns.
  • Digital influencers and analysts: with the growth in popularity of influencers who work in recommending investments in social networks, parameters and obligations will be defined for these professionals and opinion makers. Certain rules will be modernised and adapted to new communication channels.
  • Rules for treasury shares: the CVM intends to improve the existing rules and provide greater security for operations carried out by companies with their own shares.

In addition to these, eight other topics are also among the priorities for public consultation with exemption from prior regulatory impact analysis (RIA). They are:

  • The reform of crowdfunding rules to incorporate securities issued by securitization companies;
  • The revision of CVM Resolutions 135 and CVM 31 with a focus on smaller markets and tokenization;
  • The registration and information of Non-Resident Investors and AML/FTP;
  • The informational regime of FIFs;
  • Alignment with the European standard for rating agencies;
  • Adjustments in the disclosure of material factors and communications to the market regulated by CVM Resolution 44;
  • Adjustments to CVM Resolution 160; and
  • Adjustments to the rules of Real Estate Investment Funds (FIIs).

Regulatory Impact Analysis Studies

In 2025, the AIR study on internationalization of orders in the Brazilian market is expected to be concluded. In addition, the ESG aspects incorporated into the reference form will be the subject of a regulatory outcome assessment (ARR). An exploratory study on structured transaction certificates (COE) is also planned, focusing on the evolution of the capital market and its impacts.

  • Order internalization: this is a practice in which brokers execute their clients' orders internally, without the need to go through an exchange environment. The CVM evaluates the regulatory impact of this modality, seeking to understand if it can generate better price conditions and efficiency, without compromising competition and transparency.
  • Sustainability (ESG): the CVM has been analyzing the effectiveness of rules related to environmental, social, and governance (ESG) criteria, to assess the need for adjustments. Studies for the emission and classification of sustainable products have also been carried out.

Alignment with open capital markets

  • Portability of investments in open finance: the agency is studying the possibility of investors transferring their assets from one institution to another in a simplified way, as is already the case with payment and credit systems. The goal is to increase competition, reduce costs, and give more autonomy to the investor, who now has more control over where to allocate their resources.
  • Experimental laboratories and tests with Drex: the CVM wants to foster sandboxes for the creation of innovative solutions in securities, in addition to exploring the use of this Central Bank digital currency (when available) for the trading and settlement of assets – which can streamline processes and reduce operating costs.

With these actions, the CVM's regulatory agenda for 2025 seeks to democratize and strengthen the Brazilian capital market, consolidating the above topics as a priority of the agency. Initiatives such as the Easy Regime and the relaxation of the rules for issuing debentures encourage the participation of smaller companies, while the modernization of rules for FIPs and the reassessment of topics such as suitability, digital influencers and tokenization signal a more dynamic regulation that is connected to technological innovations.