The Brazilian Securities and Exchange Commission (CVM) has been promoting several regulatory modernization initiatives aimed at making the Brazilian capital market more accessible. In this context, the so-called “Simple Regime” was created, a simplified model for registration and compliance with obligations for smaller companies that wish to raise capital in the market.

This is an alternative to the CVM’s traditional regime. It allows certain companies to follow less complex and less costly rules to access the capital market, especially with regard to the disclosure of periodic information, preparation of documents, and compliance with regulatory requirements. The logic is to adapt the level of requirement to the size of the company, without sacrificing transparency and investor protection. For medium and small-sized companies, the cost and complexity of regulatory requirements have always represented a significant obstacle to market access, and by simplifying some of these obligations, the new regime makes public offerings more viable, expands fundraising alternatives, and reduces exclusive dependence on bank credit.

On January 2, 2026, CVM Resolutions 231 and 232, issued by the CVM in July 2025, came into effect with the aim of simplifying several regulatory requirements for smaller companies (CMPs).

To be classified as a CMP, the company must be a publicly traded company, have annual gross revenue of less than R$ 500 million, be listed on an organized securities market, and be in the operational stage.

The Simplified Regime establishes a relevant set of regulatory exemptions and flexibilities for these companies, with emphasis on:

MATTERS

1) Informational Documents:

NORMAL REGIME - Mandatory submission of the Reference Form and Prospectus (when applicable), with extensive and detailed content.

SIMPLIFIED REGIME - Replacement by the SIMPLIFIED Form, a standardized, simplified document submitted annually.

2) Periodic Accounting Information:

NORMAL REGIME - Quarterly disclosure through the Quarterly Information Form (ITR).

SIMPLIFIED REGIME - Semiannual disclosure through the Semiannual Information System (ISEM), with a deadline of up to 60 days after the end of each semester.

3) Remote Voting in Shareholder Meetings:

NORMAL REGIME - Mandatory compliance with CVM rules on remote voting.

SIMPLIFIED REGIME - Exemption from rules regarding remote voting in shareholder meetings.

4) Sustainability Report (CVM Resolution 193/2023):

NORMAL REGIME - Mandatory preparation and disclosure of the sustainability report, as applicable.

SIMPLIFIED REGIME - Exemption from the obligation, unless the company voluntarily chooses to prepare the report (in which case it must comply with the rule).

5) Tender Offer (OPA) :

NORMAL REGIME - Requirement of a qualified quorum of 2/3 of the eligible shares for tender offer cancellation.

SIMPLIFIED REGIME - Possibility of a tender offer for deregistration cancellation with a reduced quorum (half of the eligible shares).

In addition to regulatory exemptions, the regime also governs public offerings by companies registered with the CVM and classified as CMP, which may access the market through the following alternatives:

  • Offering with complete requirements and no fundraising limit allows raising funds without value restrictions, provided that the procedures set forth in CVM Resolution No. 160, of July 13, 2022 (as amended), are fully observed, including the submission of the Reference Form and the ITR.
  • Offerings with simplified documentation (EASY Form) allows the replacement of the traditional prospectus and fact sheet with the EASY Form, while maintaining the procedural steps set forth in CVM Resolution No. 160.
  • Public offering of debt securities without a coordinator, intended exclusively for professional investors, this modality waives the obligation to contract a coordinating institution for the distribution of debt securities.
  • Direct offering in a regulated trading environment establishes a simplified procedure in which the offering is carried out directly in an organized market, without the need for prior registration with the CVM (Brazilian Securities and Exchange Commission) and without the obligation to hire a registered entity to act as the offering coordinator. The process takes place through systems managed by entities that administer organized markets, with objective allocation rules and broad transparency for investors.

 

It is important to highlight that, in the offering modalities with simplified documentation (EASY Form), public offerings of debt securities without a coordinator, and direct offerings in a regulated trading environment, the fundraising is subject to a global limit of R$ 300 million per 12-month period, considering the total amount raised by the company in these modalities during that period.

It is important to emphasize that regulatory simplification does not mean weakening investor protection. The central point is to find the right balance between facilitating companies’ access to the market and maintaining the standards of integrity, transparency, and efficiency that guide CVM’s actions. The regime may be particularly interesting for companies in the expansion phase or that intend to carry out smaller recurring fundraising rounds.

In general terms, the Simplified Regime represents another step forward in the evolution of the Brazilian capital market, bringing regulation closer to the reality of small and medium-sized enterprises and expanding their financing alternatives. If well structured and accompanied by consistent governance and risk management practices, the regime has the potential to stimulate growth, innovation, and greater economic dynamism.