CVM clarifies requirements for trustee in securitization offerings

On September 11, 2025, the Brazilian Securities and Exchange Commission (“CVM”) issued Circular Letter No. 6/2025/CVM/SSE, aiming to clarify the requirement to appoint a trustee in public offerings of securitization instruments – in compliance with CVM Resolution No. 88 and involving segregated assets – in light of the interpretations established in Circular Letters CVM/SSE No. 4/2023 and No. 6/2023.

Circular Letters CVM/SSE No. 4/2023 and No. 6/2023 seek to equate the segregated assets of securitization transactions, enabling privately held securitization companies to issue and offer securities through crowdfunding platforms. To this end, it is essential that these securities be structured under a fiduciary regime, as provided for in Article 26 of Law No. 14,430.

CVM’s technical area reiterates that the appointment of a trustee is a mandatory condition for offerings involving segregated assets linked to receivables certificates or other securities issued by securitization companies. Offerings without segregated assets are also permitted – however, in these cases, issuance limits and revenue restrictions would apply directly to the total assets of the securitization company.

CVM remains available to provide further clarification via email: ​sse@cvm.gov.br​.

Demarest’s Capital Markets, Banking and Finance, Blockchain and Digital Assets, Investment Funds and Asset Management practice areas remain available to assist with any clarifications on this matter.