On July 3, 2025, the Brazilian Securities and Exchange Commission (CVM) approved Resolutions CVM No. 231 and 232, which create the “Regime de Facilitação do Acesso a Capital e de Incentivos à Listagem” (Regime Fácil – or “Facilitated Access and Listing Incentive Regime”). As the name suggests, the goal is to open the capital markets to smaller companies (CMPs – companhias de menor porte) with less bureaucracy, lower costs, and greater flexibility.

The new regime targets companies currently benefiting from the investment crowdfunding framework or those seeking space in the traditional securities market, by simplifying the requirements for registration and public offerings.

Resolutions CVM No. 231 and 232 stem from Public Consultation No. 01/24 and reflect CVM’s intent to promote greater regulatory efficiency for smaller companies accessing the capital markets. Resolution No. 231 introduces technical adjustments to CVM Resolutions No. 80 and 166, while Resolution No. 232 consolidates the regulatory framework of the Regime Fácil, gathering the main innovations for its implementation.

Key Features of the Regime Fácil

• Applicable to companies with annual gross revenue under BRL 500 million;
• Creation of the “Formulário Fácil” (Easy Form), which replaces the prospectus, summary sheet, and reference form;
• Disclosure of semiannual accounting information through the “Formulário de Informações Semestrais” (ISEM), replacing the former quarterly report (ITR);
• Elimination of the mandatory remote voting in shareholders’ meetings;
• Public offerings of up to BRL 300 million, including in direct model format;
• Waiver of the ESG report required under CVM Resolution 193; and
• Simplified delisting process via tender offer (OPA), with a reduced success quorum of only 50% of outstanding shares (previously 2/3).

What Qualifies a Company as a CMP?

To qualify as a companhia de menor porte (CMP), a company must:

• Have annual gross revenue under BRL 500 million;
• Be listed on an organized securities market; and
• Be operational (not pre-operational).

It is important to note that this classification does not replace the registration categories (A or B) under CVM Resolution 80. That is, a company may be classified as A or B and still qualify as a CMP.

A company will lose its CMP classification if:

1. It opts out of the regime;
2. It exceeds the revenue threshold or fails to meet the requirements;
3. It is no longer listed on an exchange; or
4. It does not carry out a public offering within 24 months after registration as an issuer.

With the exception of point (ii) above, which allows for a one-year cure period, the other cases grant the issuer a 90-day period to regularize its status. If this period expires without compliance, the company will lose its CMP classification and will be subject to the full set of regulatory obligations applicable to other registered companies.

How Do Public Offerings Work Under the Regime Fácil?

Companies classified as CMPs may choose from:

1. A traditional offering under CVM Resolution 160;
2. A traditional offering using the Easy Form in place of the prospectus and summary sheet;
3. A debt offering without an underwriter, targeting professional investors only; or
4. A direct offering – a new model allowing up to BRL 300 million per year in fundraising without an underwriter, conducted via a simplified auction where investors’ bids determine allocation (within a range of 85% to 115% of the target price).

For the simplified offerings listed in items ii to iv above, companies will be limited to a total fundraising amount of BRL 300 million within any 12-month period.

Joining the Regime

Companies already registered with CVM may migrate to the Regime Fácil, provided they obtain investor consent and comply with the requirements of CVM Resolution 232. New companies not yet registered may join directly via listing on B3 and will automatically be classified as CMPs.

Resolutions CVM 231 and 232 will take effect on January 2, 2026, from which date registration applications and public offerings may be submitted under the Regime Fácil. If your company qualifies as a CMP, the Regime Fácil could be the key to more efficient access to the capital markets. But beware: with greater freedom comes the responsibility to maintain strong governance. Assess whether your operation is ready to meet the new rules, mitigate risks, and align your legal and corporate planning with this new reality.

By Bernadete Alexandre, attorney at Candido Martins Cukier law firm.