On September 14, the Securities Registration Superintendence (SRE) of the Securities and Exchange Commission of Brazil (CVM) published the Annual Circular Letter/2026, resuming a practice that had been suspended in 2021 and updating the department’s guidelines to align with the regulatory regime introduced by CVM Resolutions 160 and 161.
According to the CVM itself, the 2026 edition was “extensively revised” compared to pre-2021 versions to incorporate the new rules of the public offering regime and recurring issues identified by the SRE during the initial years of applying Resolutions 160 and 161.
CVM Resolutions 160 and 161, issued in July 2022 and in effect since January 2023, overhauled the regulatory framework applicable to public offerings of securities. They established, among other aspects, automatic and ordinary registration procedures, differentiated review timelines, and new rules governing offering documents and procedures. During the early years of the new regime’s implementation, the SRE issued guidance and clarifications regarding issues identified during the application of the new rules. In this context, the Annual Circular Letter/2026 consolidates relevant guidance for issuers, offerors, and intermediary institutions into a single document.
The key points addressed in the Circular Letter are:
Registration procedures: automatic and ordinary processes. The Circular Letter compiles guidance on the processing of registration requests submitted under the various procedures of CVM Resolution 160, including operational aspects of the SRE System.
Prospectus and advertising materials. It addresses issues related to the preparation and presentation of offering documents and the dissemination of information and advertising materials during the distribution process.
Public tender offers (OPAs). The Circular also compiles guidelines regarding the registration procedures for public tender offers for shares (OPAs) with the SRE.
Securities with tax benefits. The Circular consolidates guidance on completing applications related to offerings of securities and funds subject to specific tax regimes, including the structured fields designated for identifying the respective tax benefit.
Role of coordinating institutions. The document also addresses aspects regarding the role of coordinating institutions in structuring and distributing offerings, including the verification of information and documents used in the transaction.
The resumption of the Annual Circular Letter provides the market with a consolidated reference regarding recurring issues identified by the SRE in the application of the regime established by CVM Resolutions 160 and 161. For issuers, offerors, and intermediary institutions, the document can facilitate the structuring of new offerings and help anticipate issues observed by the CVM’s technical staff during registration processes.
CVM/SRE Annual Circular Letter 2026 can be accessed here.
Sources: Securities and Exchange Commission of Brazil (CVM) – SRE Annual Circular Letter/2026; CVM, “CVM releases annual circular letter for issuers/offerors and intermediaries of public offerings,” September 14, 2026; CVM/SRE Circular Letters No. 1/2026, No. 4/2026, and No. 5/2026.