Comissão de Valores Mobiliários (CVM)

Overview

The Comissão de Valores Mobiliários (CVM), or Securities and Exchange Commission of Brazil, is the federal regulatory agency responsible for disciplining, supervising, and promoting the Brazilian securities market. Established on December 7, 1976, through Law 6,385/1976, the CVM has evolved into one of Latin America's most significant financial regulators.

The CVM operates as an autonomous entity linked to the Ministry of Finance, headquartered in Rio de Janeiro with regional offices in São Paulo and Brasília. The agency is governed by a Collegiate Board composed of a President/Chairman and four Commissioners, all appointed by the President of Brazil and confirmed by the Federal Senate. As of 2022, João Pedro Barroso do Nascimento serves as President of the CVM following his Federal Senate approval on June 4, 2022.

The CVM's mandate encompasses the regulation of all capital market participants, including the B3 (the only public stock exchange in Brazil, officially known as B3 — Brasil, Bolsa, Balcão), broker-dealers, securities analysts, investment advisers, public companies, and mutual funds. The agency exercises comprehensive oversight of the primary and secondary securities markets, securities issuance, disclosure obligations, and market conduct to ensure fair practices and prevent irregularities and fraud.

Basic Identity

Classification

Inclusion Justification

What This Entity Oversees

B3 Exchange and Market Infrastructure Oversight

The CVM exercises direct regulatory oversight of B3, the sole public securities exchange authorized to operate in Brazil. B3 operates as a self-regulatory organization (SRO) under CVM supervision, maintaining comprehensive market surveillance systems, trade clearing and settlement infrastructure, and participant disciplinary mechanisms.

CVM authority over B3 encompasses:

• Approval of B3 rules and amendments affecting market participants
• Review and authorization of new financial instruments and trading mechanisms
• Oversight of B3's market surveillance and disciplinary proceedings
• Approval of B3's fees and operational procedures
• Monitoring of market integrity and conduct

B3 operates electronic trading platforms for equities, fixed income securities, derivatives, and commodities. The exchange is integrated with the Central Depository (Central de Depósitos) and clearing and settlement systems managed by affiliated entities, all subject to CVM supervision.

Broker-Dealer Licensing and Regulation

The CVM, jointly with the Central Bank of Brazil (BCB), shares responsibility for licensing and supervising securities brokers and dealers (corretoras de valores mobiliários). Activities involving securities sales, underwriting, market-making, and securities advisory services fall under CVM licensing requirements.

Key Broker-Dealer Requirements:

• Minimum capital requirements of R$1 million (~USD 200,000)
• Robust risk management and compliance systems
• Dedicated compliance officers and internal control functions
• Participation in investor protection mechanisms
• Registration with the CVM and compliance with CVM Instructions
• Due diligence on beneficial ownership and sources of funds

The CVM maintains a public registry of authorized broker-dealers, securities analysts, and investment advisers at its official systems portal (sistemas.cvm.gov.br).

Market Operator Regulation

Beyond B3, the CVM authorizes and supervises alternative trading systems (multilateral trading facilities and over-the-counter markets), securities clearing and settlement organizations, and central depositories. These entities must comply with detailed operational, technological, and governance standards.

Securities Issuance and Disclosure

IPO and Securities Offering Regulation

Public offerings of securities are subject to CVM approval under CVM Instruction 400/2003. The regulatory process requires:

Registration and Filing: Issuers must file detailed registration statements containing business plans, financial statements, management discussion and analysis, risk factors, and related party transaction disclosures. Registration applications must be filed in Portuguese.

Prospectus Requirements: The prospectus contains terms and conditions of the offering and material information about the issuer. Content requirements are specified in Appendix I of CVM Instruction 400. The prospectus must be comprehensive and written in accessible language for retail investors.

CVM Review and Approval: The CVM must approve registration within 60 days, including three rounds of comment letters. The CVM may require amendments addressing disclosure deficiencies or regulatory compliance issues.

Offering Notices: Issuers must provide notice to the market at offering launch, after pricing, upon settlement, and at offering conclusion.

Continuous Disclosure Obligations

Brazilian securities law operates under the principle of "full disclosure" (divulgação completa) — any acts or facts concerning a company potentially affecting its securities' value must be promptly disclosed to the market.

Material Information: Material events include significant acquisitions or disposals, material litigation, changes in management, board actions affecting capital structure, earnings announcements, and developments materially affecting business operations or financial condition.

Filing and Timing: Issuers must file material information through the CVM's electronic disclosure system (Sistema de Envio de Documentos — e-CAC) within statutory timeframes, typically immediately upon knowledge of the event.

Insider Transaction Reporting: Administrators, board members, fiscal council members, and beneficial owners must report transactions in company securities to both the issuer and CVM monthly. Thresholds of 5%, 10%, 15%, and subsequent multiples of shareholding require disclosure.

Penalties: Failure to comply with continuous disclosure obligations subjects issuers, underwriters, and management to substantial administrative fines and potential civil liability.

Investment Funds Regulation

The CVM comprehensively regulates collective investment schemes (investment funds and other pooled investment vehicles) under CVM Resolution 175 of December 23, 2022, which became fully effective in October 2023. Resolution 175 replaced over 38 prior rules, creating a unified regulatory framework applicable across all fund categories.

Scope and Categories: CVM Resolution 175 establishes general provisions applicable to all investment funds and annexes with specific rules for:

• Financial Investment Funds (FIFs): Fixed income funds, equity funds, multimarket funds, and foreign exchange funds
• Asset-Backed Securities Funds (FIDCs): Securitization vehicles
• Private Equity Funds (FIPs): Private capital investment vehicles
• Real Estate Investment Funds (FIIs): Real estate securities funds
• Agricultural Investment Funds (FIAGROs): Agriculture-focused investment vehicles
• Hedge funds and other strategies

Key Regulatory Innovations:

• Limited Investor Liability: Investors' liability is limited to their quota contributions; funds are separately liable for debts
• Portfolio Segregation: Funds may establish different quota classes with segregated portfolios
• Foreign Asset Allocation: All fund types may now allocate up to 100% of portfolios to foreign assets subject to specified requirements
• Service Provider Accountability: Fund administrators and portfolio managers ("essential services providers") share liability for fund formation and service provider selection

Fund Manager Registration and Supervision

Fund managers (gestores de recursos) must register with the CVM and comply with detailed operational, governance, and conduct standards. Registration requirements include:

• Organizational and governance standards
• Risk management and compliance frameworks
• Remuneration policies and fee disclosures
• Conflict of interest management
• Performance reporting and marketing compliance

Subscription and Redemption Rules

Investor subscriptions and redemptions are governed by fund bylaws (regulations) approved by the CVM. Funds must establish clear subscription/redemption valuation dates, notice periods, and fee structures.

Digital Assets

CVM's Role in Crypto and Token Regulation

The CVM's authority over digital assets, crypto-assets, and tokenized securities derives from its primary mandate to regulate securities issuance and trading. The agency asserts regulatory jurisdiction over any crypto-asset or token that constitutes a "security" under Brazilian law — including tokens conferring equity rights, profit-sharing rights, governance participation, or other economic rights analogous to traditional securities.

Crypto-Asset Token Regulation

In November 2025, Brazil adopted a comprehensive regulatory framework coordinating oversight between the CVM and the Central Bank of Brazil (BCB):

BCB's Role (Virtual Asset Service Providers): The Central Bank regulates Virtual Asset Service Providers (SPSAVs — Sociedades Prestadoras de Serviços de Ativos Virtuais) through BCB Resolutions 519, 520, and 521 of November 2025. These regulations require authorization for entities providing cryptocurrency custody, exchange services, and intermediation.

CVM's Role (Securities-like Tokens): The CVM retains jurisdiction over tokens qualifying as securities under Brazilian law. When a token grants rights to equity, dividends, governance, or other rights traditionally associated with securities, CVM approval and oversight apply.

Implementation Timeline: The framework mandates compliance by February 2026, with existing providers granted a 270-day grace period extending authorization deadlines to October 30, 2026.

Tokenization Rules and Standards

The CVM has issued guidance supporting tokenization of traditional securities and asset-backed tokens:

• Digital representation of equity securities, bonds, and other financial instruments
• Smart contract compliance with CVM disclosure and trading rules
• Custody and settlement through authorized infrastructure
• Investor accreditation requirements for certain token offerings
• Foreign exchange transaction classification for stablecoin activities

Stablecoins and other virtual assets used to denominate transactions are increasingly treated as foreign exchange operations subject to both BCB and CVM oversight.

Coordination with BCB

The CVM and BCB coordinate regulatory authority through memoranda of understanding and joint technical committees addressing:

• Jurisdictional boundaries between securities-like and purely virtual assets
• Exchange rate reporting and foreign exchange compliance
• Custody and settlement infrastructure
• Consumer protection and anti-fraud standards
• International coordination on crypto-asset regulation

Complaints and Assistance

The CVM operates Investor Assistance Offices (Núcleos de Atendimento ao Investidor) in Rio de Janeiro and São Paulo where investors may:

• File complaints against market participants for alleged violations
• Report fraud or wrongdoing in securities transactions
• Request information regarding investment accounts and financial professionals
• Obtain educational materials and guidance on investor rights

Complaints may be filed through:

• In-Person: Rio de Janeiro and São Paulo offices
• Online: CVM website (www.gov.br/cvm/en) — Queries and Complaints section
• Telephone: CVM customer service system (http://sistemas.cvm.gov.br/?SAC)

Investor Education and Awareness

The CVM maintains a comprehensive investor education program including:

• Educational materials on securities markets and investment risks
• Guidance on evaluating investment products and financial advisers
• Warnings regarding common fraud schemes and scams
• Multilingual resources for foreign investors
• Training programs for securities professionals

Compensation Mechanisms and Limitations

Investor compensation mechanisms in Brazil are limited compared to developed markets. The CVM does not operate a direct investor compensation fund (fundo de garantia) equivalent to those in some jurisdictions.

Available Remedies:

• Administrative Remedies: CVM may require as part of settlement agreements that market participants provide compensation for investor injuries
• Civil Actions: Investors may pursue civil lawsuits against market participants in court
• Arbitration: Many market disputes proceed to arbitration under B3's arbitration rules or private arbitration systems
• Criminal Prosecution: Serious market fraud may result in criminal prosecution under Brazilian criminal law

Limitations: The CVM has acknowledged gaps in investor redress mechanisms, particularly regarding recovery from insolvent market participants or fraudulent schemes. Many investor disputes proceed outside CVM's administrative jurisdiction through civil courts or arbitration.

Regulatory Powers

Investigation Authority

The CVM possesses broad investigative authority to examine potential violations of securities laws, CVM regulations, and exchange rules. Investigation powers include:

• Document Requests: Authority to compel production of books, records, correspondence, and other documents from market participants
• Witness Testimony: Authority to summon and examine witnesses under oath or affirmation
• Examination of Books and Records: Authority to audit and examine all books, accounts, and securities held by licensed entities
• Surveillance Monitoring: Authority to monitor market trading data, communications, and transaction records

Investigation authority derives from CVM Resolution 45 of August 31, 2021 (effective October 1, 2021), which governs administrative proceeding procedures.

Administrative Proceedings (Processos Administrativos Sancionadores — PAS)

Enforcement actions proceed through administrative proceedings (PAS) structured in three sequential phases:

Phase I — Investigation (Investigação): CVM staff investigates potential violations through document review, interviews, and market surveillance analysis. Investigation duration typically extends 6 to 18 months depending on complexity.

Phase II — Accusation (Acusação): Upon investigation conclusion, CVM staff may issue an accusation (denúncia) formally charging the respondent with specific violations. The respondent receives notice and access to the investigation file.

Phase III — Judgment (Julgamento): The respondent has 30 days to file a written defense, request evidence production, and access the investigation file. A CVM rapporteur is drawn by lot to preside; oral arguments are heard in a public session; and the CVM Collegiate Board votes and issues a written decision by majority vote.

Average resolution time: Approximately 20 months from investigation initiation to final decision.

Penalties and Sanctions

The CVM may impose penalties including:

• Warnings (Avertências): Written notice of violation without financial penalty
• Monetary Fines (Multas): Administrative fines ranging from approximately R$1,000 to R$500 million (depending on violation severity and respondent capacity); average fines approximately R$100,000
• Disqualification (Inabilitação): Temporary disqualification from holding regulated positions or engaging in regulated activities for up to 20 years
• Suspension/Cancellation: Suspension or cancellation of registration, authorization, or license to operate
• Activity Prohibitions: Temporary prohibition from engaging in specific activities or transactions for up to 20 years
• Government Contracting Bars: Prohibition from contracting with state-owned financial institutions or bidding for government contracts for up to five years

Market Abuse Enforcement

Market abuse includes insider trading, market manipulation, and irregular information disclosure. Enforcement statistics show:

• Insider Trading Cases: Approximately 2.5% of CVM sanctions involve insider trading violations
• Market Manipulation Cases: Approximately 2% of sanctions involve market manipulation (creating artificial pricing conditions)
• Disclosure Violations: The largest category of enforcement actions (approximately 60-70% of cases)

Regulatory Role and Function

Legal Foundation

Legal Framework

The CVM's regulatory authority derives from two principal laws:

Law 6,385/1976 (Securities Law): This foundational statute established the CVM and created the primary regulatory framework for Brazil's securities market. The law grants the CVM authority to regulate, supervise, and enforce compliance across the entire capital markets ecosystem.

Law 6,404/1976 (Brazilian Corporations Law — Lei das Sociedades por Ações): This comprehensive corporate governance statute, enacted the same year as the Securities Law, establishes rules for joint-stock companies, including disclosure obligations, director and officer conduct standards, and corporate governance principles. The CVM enforces corporate governance requirements under this law for publicly traded companies.

Organizational Structure

The CVM is organized into a Collegiate Board (governing body) and multiple administrative departments:

• Collegiate Board: Composed of five members (President and four Commissioners) with responsibility for policy direction, enforcement decisions, and administrative appeals
• President: Chief executive officer responsible for day-to-day management and strategic direction
• General Coordination of Supervision (CGA): Oversees market surveillance and broker-dealer compliance
• Legal and Enforcement Division: Manages administrative proceedings and sanction decisions
• Market and Investor Protection Division: Focuses on disclosure compliance and investor education
• International Relations Office: Coordinates cross-border regulatory cooperation

The CVM operates as an independent administrative authority, meaning it possesses its own decision-making authority separate from the executive branch, though ultimately accountable to the Ministry of Finance.

Licensing and Authorization Relevance

The Comissão de Valores Mobiliários (CVM) — Brazil's Securities and Exchange Commission licenses and authorizes capital market participants in Brazil:

The licensing process involves assessment of capital requirements, competency of key personnel, compliance systems, and risk management frameworks.

Payments and Money Movement Relevance

The Comissão de Valores Mobiliários (CVM) — Brazil's Securities and Exchange Commission oversees securities settlement and post-trade infrastructure in Brazil:

Payment Systems Governed or Overseen

The CVM oversees securities settlement infrastructure in Brazil:

[Specific system names require verification from official sources]

Relationship to Other Regulators

IOSCO Membership

The CVM became a full signatory to the International Organization of Securities Commissions (IOSCO) in 2009. IOSCO membership is considered fundamental given the increasing prevalence of cross-border securities transactions and international financial products involving Brazilian entities.

IOSCO Role: IOSCO is the international standard-setting organization for securities regulation, establishing principles and standards adopted globally.

CVM Participation: The CVM:

• Participates in IOSCO committees addressing market structure, enforcement, and emerging issues
• Contributes to IOSCO methodology development for regulatory assessment and evaluation
• Adheres to IOSCO's Principles of Securities Regulation
• Implements international regulatory standards through domestic rulemaking

Bilateral Agreements and Cross-Border Enforcement

IOSCO Multilateral Memorandum of Understanding (MMoU): The CVM is a signatory to the IOSCO MMoU, the principal instrument facilitating reciprocal enforcement assistance among securities regulators. The MMoU enables:

• Exchange of enforcement information and evidence
• Investigation assistance and witness cooperation
• Assistance in locating and preserving assets
• Cross-border enforcement coordination

Regulatory Cooperation: The CVM maintains bilateral regulatory cooperation agreements with major securities regulators in developed and emerging markets, including:

• Securities and Exchange Commission (SEC) — United States
• Financial Conduct Authority (FCA) — United Kingdom
• European Securities and Markets Authority (ESMA)
• Securities and Futures Commission (SFC) — Hong Kong
• Financial Services Agency (FSA) — Japan

Limitations on Information Access

The CVM faces important limitations on cross-border enforcement due to Brazilian banking secrecy law:

• Bank Secrecy Protection: Information held by Brazilian banks and financial institutions is protected by banking secrecy law and cannot be disclosed to foreign authorities without judicial authorization
• Judicial Authorization Requirement: Only Brazilian courts may order banks to disclose customer information to foreign regulators, on a case-by-case basis
• Voluntary Cooperation: Foreign regulators may obtain information only through voluntary cooperation from market participants

This limitation occasionally impedes the CVM's cross-border enforcement effectiveness, though the agency fully supports the IOSCO MMoU framework.

Geography and Jurisdiction Notes

Important Departments and Divisions

Key Public Resources

Official Website and General Information

Primary Website: https://www.gov.br/cvm/en (English version) | https://www.gov.br/cvm/pt-br (Portuguese version)

Alternative Portal: https://conteudo.cvm.gov.br/

System for Document Submission and SAC Requests: https://sistemas.cvm.gov.br/?SAC

Physical Address

Headquarters:

Comissão de Valores Mobiliários (CVM)

Rua Sete de Setembro, 111, 2º-5º e 23º-34º Andares

Centro

Rio de Janeiro, RJ 20050-901

Brasil

Telephone: +55 (21) 3554-8686

Regional Offices:

• São Paulo (Praia de Botafogo)
• Brasília (Federal District)

Key Regulatory Resources and Documents

Primary Laws:

• Law 6,385/1976 (Securities Law — Lei do Mercado de Valores Mobiliários)
• Law 6,404/1976 (Brazilian Corporations Law — Lei das Sociedades por Ações)

Major CVM Instructions and Resolutions:

• CVM Instruction 400/2003 — Securities Offering Procedures
• CVM Instruction 409/2004 — Rules for Foreign Investors
• CVM Resolution 175/2022 — Investment Funds Regulatory Framework
• CVM Resolution 45/2021 — Administrative Proceeding Procedures
• CVM Resolution 88/2022 — Corporate Governance Standards

Online Systems:

• CVM Registration Systems: https://sistemas.cvm.gov.br/
• CVM Public Registry of Authorized Professionals: https://sistemas.cvm.gov.br/
• Material Information Disclosure System (e-CAC): Central depository system for mandatory disclosures

Queries and Complaints Submission

The CVM's queries and complaints portal is accessible at:

https://www.gov.br/cvm/en/foreign-investors/queries-and-complaints

Investors may submit inquiries, complaints, and requests for information through this online portal or the customer service system (SAC).

Notes on Naming and Language