The Brazilian Securities and Exchange Commission (CVM) proposed, in a public hearing, a new regulatory framework for crowdfunding in Brazil, also opening opportunities for agribusiness and securitization companies.
With suggestions to be submitted by December 23, 2025, the regulatory proposal (i) expands the list of issuers and fundraising instruments for agribusiness and securitization companies, (ii) eliminates the revenue limit for business corporations, (iii) increases fundraising limits, (iv) reformulates the reporting requirements, and (v) introduces other important changes to the current regulation.
- 1. Expansion of the List of Issuers: The regulatory proposal significantly expands the list of issuers authorized to raise funds via crowdfunding platforms. Under the current Resolution 88, only small businesses (gross annual revenue of up to BRL40 million) can raise funds via crowdfunding. The new proposal eliminates the size limit and creates the concept of “Issuer,” expanding it to include different types of issuers.
- 2. Fundraising Limits by Issuer Profile: The bill introduces differentiated fundraising limits: (i) an increase of up to BRL25 million for corporations and cooperatives; (ii) BRL50 million for securitization companies, per separate equity; and (iii) BRL2.5 million per harvest for rural producers.
- 3. Tokenization of Crowdfunding Offerings: SSE Circular Letters 04/2023 and 06/2023 recognized the possibility of offering, via crowdfunding, tokens representing certificates of Receivables and other securitization securities issued by securitization companies.
- 4. New Information Regime: The CVM proposes the adoption of specific annexes by type of issuer, adapting transparency to the risk of each transaction.
- 5. Calibration of the Mandatory Audited Financial Statements for Issuers: The mandatory audited financial statements increase from R$10 million for issuers with R$30 million in annual gross revenue. Conversely, the audit requirement remains in place when fundraising exceeds R$10 million.
- 6. Investment and Diversification Rules for Crowdfunding Investors: The proposal maintains the annual limits for retail investors but changes their nature: they will now be applied per platform, not globally. It also allows for the limit to be reset in the event of reinvestment of amounts redeemed in the same year.
- 7. Liquidity and Secondary Trading: To improve liquidity in alternative assets, the CVM proposes eliminating the concept of “active investor,” expanding access to the secondary market.
- 8. Distribution by Account and Order: To increase the reach of offerings, the CVM will authorize traditional intermediaries to distribute crowdfunding offerings by account and order, through a contract with the platforms.
- 9. Reduction in the Period for Investors to Exercise Their Right to Withdraw from the Offering: The investor withdrawal period will be reduced from 5 to 2 days after the offer is confirmed, balancing investor protection with the need for greater operational efficiency.
- 10. Other Proposed Changes to Current Regulation: The proposal also includes other relevant points, such as the disclosure of defaulting issuers, a performance annex for offers intermediated by platforms, and diversification through investor syndicates, among others.