Crowdfunding | New Era of Crowdfunding in Brazil: 10 Insights on the Regulatory Proposal

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.

See below 10 innovations in the new crowdfunding regulatory proposal:

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.

Issuers may be (i) non-CVM-registered companies, whether corporations or limited companies, of any size; (ii) CVM-registered securitization companies (there will be a transitional period for non-registered companies to apply for CVM registration within 120 days); (iii) agribusiness companies, including individual rural producers, agricultural cooperatives, and companies.

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.

Considering the growing volume of crowdfunding transactions using Distributed Ledger Technology (DLT), with securities issued in the form of tokens, the CVM stated that it is interested in receiving specific market comments, although this topic is not covered by the proposed changes.

4. New Information Regime: The CVM proposes the adoption of specific annexes by type of issuer, adapting transparency to the risk of each transaction. A performance annex will be created for platforms, requiring the disclosure of metrics such as the fulfillment rate and liquidity history of intermediated offerings. This measure will strengthen platforms’ accountability to investors.

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. million.

6. Investment and Diversification Rules for Crowdfunding Investors: The current rule provides that individual investors (non-qualified) can invest up to BRL20,000 per calendar year, while those with income or assets exceeding BRL200,000 can invest up to 10% of that amount. 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. Furthermore, issuers will be able to repurchase securities through the platforms, subject to certain rules.

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. Rules regarding minimum fundraising and additional lots have also been relaxed, especially for companies in equity offerings.

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.

In summary, the new regulation for crowdfunding investment, which will be held in public consultation by December 2025, will represent a milestone in the evolution of this modality in Brazil, expanding issuers and fundraising limits, enhancing transparency, and creating liquidity and diversification mechanisms.