João Pedro Nascimento · Portuguese original

Designed for small and medium-sized enterprises (SMEs) with annual gross revenue of up to BRL 500 million, this simplified regulatory framework, which took effect in March 2026, is already beginning to deliver positive results. These results stem from a flexible and liberal architecture, with lower compliance costs, built with care, balance, dialogue and active listening.

I have followed the FÁCIL Regime, the Portuguese acronym for Facilitation of Access to Capital and Listing Incentives (Facilitação do Acesso a Capital e de Incentivos a Listagens), from its original conception through the issuance of CVM Resolutions No. 231 and No. 232 of 2025.

During our tenure at the helm of the agency, it fell to the Brazilian Securities and Exchange Commission (CVM) to build this new regulatory framework on the basis of the Startup Legal Framework (Complementary Law No. 182, of June 1, 2021). That law amended the Brazilian Corporation Law (Law No. 6,404/1976) by adding Articles 294-A and 294-B, which provide for facilitated conditions for smaller companies to access the capital markets.

I write with the equanimity of someone who worked alongside the CVM’s highly capable technical staff to create what became known as Access to the Capital Markets, a long-standing demand of our regulated environment and a fundamental step toward the democratization of the capital markets.

Today I view FÁCIL from the perspective of legal practice, alongside the companies that choose to take this path. The first positive results have arrived, and the next steps are even more promising, both for equity securities and, above all, for debt securities. Let me explain. Given Brazil’s current macroeconomic environment, it is understandable that debt securities should take precedence among SMEs (i.e., companies with annual gross revenue of up to BRL 500 million), as is also the case with large listed companies and with the business environment in general.

In practice, the regime has already produced concrete transactions on the two market infrastructures that were the first to embrace it. These are the first steps of a market that is beginning to take shape. Each issuance represents a company that has gained access to the capital markets through a route tailored to its size.

The thesis of this article is straightforward. These numbers confirm a choice. They stem from a regulatory design built with method, drawing also on lessons learned from the CVM’s regulatory sandbox. Understanding this logic means understanding where these results come from.

A Bridge Between Two Worlds

FÁCIL fills a gap in the capital markets between two segments that already existed. On one side, investment crowdfunding, the regime governing electronic fundraising platforms, serves companies with revenue of up to BRL 40 million, in offerings of up to BRL 15 million. On the other, the traditional market, open to companies of all sizes, brings together large issuers and offerings starting in the hundreds of millions of reais, typically public offerings of at least BRL 500 million. Between these two worlds lay a broad band of companies ready to grow: small and medium-sized enterprises. It is for them that the new regime opens a path.

The response came on July 3, 2025, in two rules. CVM Resolution No. 231 created the Smaller Company (Companhia de Menor Porte – CMP) issuer category. CVM Resolution No. 232 set out the operational rules, the exemptions and the offering modalities. The rules took effect on March 16, 2026, after CVM Resolution No. 236 adjusted the original effective date to give market infrastructures adequate time to prepare.

Article 2 of CVM Resolution No. 232 defines a CMP as a corporation (sociedadeanônima) with consolidated annual gross revenue below BRL 500 million, as reported in its financial statements for the most recent fiscal year. This designation is added to issuer category A (equity) or B (debt) and grants access to exemptions scaled to the company’s size.

The Engineering of Access

FÁCIL’s greatest innovation goes beyond lowering regulatory compliance costs. It lies in the way the regime reallocates responsibilities between the CVM and market infrastructures.

Under the traditional process, going public requires two applications: one to the CVM and another to the organized markets. Article 4, item II, of CVM Resolution No. 232 changes this logic by tying issuer registration to listing, which now triggers registration automatically. Article 64 entrusts organized market operators (entidadesadministradoras de mercado organizado), under cooperation agreements with the CVM, with reviewing listings, verifying CMP eligibility, monitoring periodic disclosures and overseeing offerings. The CVM concentrates its oversight where it adds the most value, while the infrastructures take on the operation of access. Two of them already operate under the regime today, and the framework remains open to new entities.

Article 22 sets out the exemptions. The FÁCIL Form now consolidates into a single document what was previously split between the reference form (formulário de referência) and the prospectus. Financial reporting becomes semiannual, through the Semiannual Information (InformaçõesSemestrais – ISEM) document, with an extended filing deadline. Article 25 waives the sustainability report required under CVM Resolution No. 193. Shareholder meeting procedures are simplified. All of these choices are expressly set out and remain under investors’ control.

Article 29 organizes offerings into four modalities of increasing simplification. The first fully complies with CVM Resolution No. 160 and accepts offerings of any size. The second replaces the prospectus and the offering summary sheet (lâmina) with the FÁCIL Form. The third is reserved for debt placed with professional investors and dispenses with an underwriter. The fourth, and the most innovative, is the direct public offering.

Articles 35 to 40 govern the direct offering, which takes place within the operator’s own system. Article 36 entrusts the operator with reviewing and monitoring the transaction. Article 40 requires the price to be set through electronic order collection, within a range of 85% to 115% of the reference parameters. Article 29, item II, caps the simplified and direct modalities at BRL 300 million per twelve-month period. This arrangement brings Brazil closer to the international access platforms for smaller companies.

In the United States, Regulation A created the so-called mini-IPO, a simplified public offering exempt from full registration with the regulator and aimed at smaller companies. In the United Kingdom, AIM, the London Stock Exchange’s growth market, entrusts an accredited private advisor, the Nominated Adviser, with assessing a company’s suitability and supporting it on an ongoing basis. In the Nordic countries, Nasdaq First North follows the same approach with its Certified Adviser. In much of the world, the gateway is guarded by an advisor hired by the company itself.

FÁCIL studied these developments and adapted them to Brazilian conditions. Rather than entrusting admission to an advisor paid by the company itself, it reduced costs and burdens and made it possible to assign this role to market infrastructures, under cooperation agreements with the CVM. The gatekeeper of access thus becomes independent of whoever knocks at the door. Rather than importing a ready-made model, the CVM observed what the world has been building and designed a solution suited to the Brazilian reality.

Proportionality came hand in hand with protection. Articles 11 and 16 make the exemptions available to already registered issuers conditional on investor approval. The FÁCIL Form retains the risk factors section and the statements signed by management. Article 54 entrusts the operator with the prior review of each direct offering. The regime lowered costs while preserving disclosure and accountability. It was carefully calibrated, grounded in the conviction that simplification and protection go hand in hand.

The First Months

FÁCIL’s initial figures confirm the model’s logic. As of July 2026, B3 had recorded BRL 149 million across four issuances completed since the regime took effect in March: three commercial note issuances and one debenture issuance, by companies in the technology, out-of-home advertising, hospitality and cosmetics sectors. B3 itself notes that demand is emerging consistently across different regions of the country, beyond the major financial centers.

Also alert to opportunities, BEE4 opened the series. On the day the regime took effect, a food company completed the first FÁCIL issuance on that infrastructure, raising BRL 2 million in commercial notes.

The choice of instrument says a great deal about how the market got under way. All of the initial transactions were debt issuances, fully consistent with the design. Debt is the path of least friction: placement with professional investors dispenses with an underwriter, and automatic registration lowers the cost of entry. The regime first unlocked the segment it had made most accessible, and practice followed form. The infrastructures prepared the ground, with their licenses in order and programs to prepare companies for listing. BEE4, for example, was born in the CVM’s Regulatory Sandbox, a controlled experimental testing environment, and took part in the design of FÁCIL itself.

Opportunities

The debt segment took the lead under FÁCIL, but the horizon ahead is broader, and it is written into the regime itself. Consider, first of all, equity offerings.

FÁCIL allows smaller companies to go public, with the FÁCIL Form serving as the prospectus. The permission is in place. When the market window for equity opens, the path will be ready, at a cost tailored to size, for companies that already have it at their disposal today.

The second opportunity is the direct public offering, the most innovative modality and a frontier yet to be explored. Electronic order collection, monitored by the operator, is a new instrument in the Brazilian market, with great potential to reduce distribution costs. Its debut will be a milestone.

The third arises from a mechanism within the regime itself. Article 12, item IV, grants companies with automatic registration a twenty-four-month window to bring their offering to market. This timeframe creates a virtuous pipeline: each new listing becomes an offering opportunity within a defined horizon. This flow stems from the rule itself.

The fourth is geographic. Demand emerging beyond the major financial centers reveals a market with strong potential. Through FÁCIL, private credit gains a channel to reach mid-sized companies in regions with ample room for growth.

The regime has also made exit more fluid. Article 24 set the quorum for deregistration at more than half of the outstanding shares, which broadens freedom of entry and exit and makes the decision to list simpler. FÁCIL thus fulfills one of the purposes we have always championed for the capital markets: serving as an instrument of development by channeling household savings into the real economy.

The FÁCIL regime is young and innovative. Four issuances are a beginning, and that is how we should read them: as confirmation that the path works. For issuers, it opens an entry point proportionate to their size. For investors, it broadens the range of assets and investment theses. For advisors and infrastructures, it creates a market to be built, with new rules that reward careful interpretation and precise execution.

The regime was proposed with the ambition of democratizing access to the capital markets. Simplify to include; modernize to grow. To democratize is to open the door. The BRL 149 million already raised in the regime’s first quarter marks the beginning of a journey.

We continue on this journey confident that the best of FÁCIL is yet to come. The design is ready, the opportunity is here, and it is now up to the market to turn it into flow.