Brazil Securities Commission clarifies that securitization offerings using segregated estates must appoint a fiduciary agent under CVM Resolution 88

The Brazil Securities Commission’s Superintendence of Securitization and Agribusiness issued Circular Letter CVM/SSE 6/2025 to clarify recurring questions under CVM Resolution 88 on the need to hire a fiduciary agent (trustee) in public securitization offerings. The technical area’s position is that appointing a fiduciary agent is a mandatory condition for offering segregated estates corresponding to receivables certificates or other securities issued by securitization companies. The circular letter also reiterates the approach set out in Circular Letters CVM/SSE 4/2023 and 6/2023, which aligned a securitization transaction’s segregated estate with the framework for issuers eligible to offer securities through crowdfunding platforms, allowing privately held securitization companies to issue and distribute securitization instruments via platforms provided the securities are constituted with the fiduciary regime over the backing assets and segregated estate under Article 26 of Law 14,430. It further notes that a securitization company may carry out an offering without creating a segregated estate, but in that case the per-issuance limit and the issuer revenue restrictions apply directly to the securitizer’s total assets.