On July 3, 2025, the Securities and Exchange Commission (CVM) published CVM Resolutions 231 and 232, establishing the FÁCIL (Facilitating Access to Capital and Incentives for Listings) regime. The initiative aims to simplify the entry of smaller companies into the Brazilian capital market, promoting regulatory transparency and legal stability, with a focus on companies whose annual revenue does not exceed R$500 million.

CVM Resolution 232 defines the criteria for classification as a CMP: consolidated annual gross revenue must not exceed R$500 million, according to the last fiscal year. The regime establishes clear rules for obtaining, maintaining and eventually canceling the registration of issuers, allowing greater flexibility for new issues or the migration of already registered companies.

For CMPs, FÁCIL provides for regulatory exemptions, such as the replacement of the reference form, prospectus and slide with the FÁCIL Form; half-yearly disclosure of accounting information via ISEM (Semi-Annual Report); exemption from remote voting at meetings; and elimination of the sustainability report requirement of CVM Resolution 193. In addition, the quorum for deregistration through a Public Offering of Shares (OPA) is reduced from two-thirds to 50% of the outstanding shares.

The new regime includes four types of public offering for CMPs: the traditional Resolution 160 route (with no limit on the amount); two simplified formats, with a ceiling of up to R$300 million in 12 months (including an exclusive debt offering for professional investors without a coordinator); and the “direct offering”, with no requirement to register with the CVM or formal external coordination.

Classification as a CMP can occur in two ways: (i) migration of already registered companies, with the consent of the investors; or (ii) automatic inclusion of new issuers that qualify for listing on an organized market. The regime also provides for cure periods for temporary disqualifications, with a deadline of up to one year for regularization.

FÁCIL will come into force on January 2, 2026, the date from which CMPs will be able to file registration applications and make offers under the new rules.

With FÁCIL, the CVM aims to reduce costs, cut red tape and encourage smaller companies to participate in the capital market. The effectiveness of the regime will depend on macroeconomic conditions and market adherence, but the simplified offer and disclosure model tends to attract new companies to the regulated environment.

Cesar Peres Dulac Müller Advogados is ready to answer your questions about the framework, adherence to the FÁCIL regime and its legal and operational impacts.