Brazil Securities Commission (CVM) issued Resolutions 231 and 232 creating the FÁCIL regime (Facilitação do Acesso a Capital e de Incentivos a Listagens), a simplified and proportional framework for issuer registration, public offerings and ongoing disclosure for Companhias de Menor Porte (CMP) with annual gross revenue below BRL 500 million. Resolution 231 makes ancillary amendments to existing rules, while Resolution 232 sets the core requirements, including organised market operators’ supervision of listed CMPs and a new simplified “direct offering” process carried out on an organised market without CVM registration of the offer or a coordinating intermediary. Registered CMPs may replace the reference form, prospectus and deal summary with a Formulário FÁCIL filed annually or upon specified events, and may publish financial information semi-annually using the ISEM (Semiannual Information Form) instead of quarterly ITR filings. Other relief includes holding shareholder meetings without the remote voting rules, an exemption from the sustainability-related financial information report under CVM Resolution 193, and an easier path to cancel registration via a tender offer (OPA) using a success quorum of half of the free float rather than two thirds. For capital raising, registered CMPs can choose: (i) full compliance with CVM Resolution 160 with no value cap, (ii) a Resolution 160 offering using Formulário FÁCIL in place of the prospectus and summary, (iii) debt offerings to professional investors without a coordinator, or (iv) the new direct offering route, with options (ii) to (iv) subject to a combined BRL 300 million cap per 12 months. Unregistered CMPs may also publicly offer debt solely to professional investors without a coordinator, subject to a BRL 300 million cap, with audit requirements for regulated-market trading tied to Article 89 of Resolution 160 and limited waiver conditions. Existing registered issuers can opt into FÁCIL subject to specified requirements, including obtaining investor consent, while new issuers obtain CVM registration and CMP classification automatically upon listing on an organised market. The final rules, developed from Public Consultation 01/24, remove the regime’s experimental status, add a one-year mechanism to address temporary breaches of the BRL 500 million threshold, provide additional flexibility for certain category B debt issuers, and set operational details such as a 14 business day deadline to update Formulário FÁCIL after specified corporate changes and a 60 day deadline for ITR and ISEM filings. The resolutions enter into force on 2 January 2026.
Brazil Securities Commission (CVM) 2025-07-03
Brazil Securities Commission establishes the FÁCIL simplified regime for issuers with revenue below BRL 500 million
The Brazil Securities Commission (CVM) issued Resolutions 231 and 232, establishing the FÁCIL regime, a simplified framework for issuer registration and public offerings for Companhias de Menor Porte (CMP) with annual revenue below BRL 500 million. Key features include a "direct offering" process, reduced disclosure requirements, and exemptions from certain financial reporting and voting rules. Effective 2 January 2026, the resolutions allow existing issuers to opt into the regime and provide flexibility for capital raising and compliance.