Brazilian Securities and Exchange Commission (CVM) clarifies rules of CVM Resolution No. 175 regarding FIDCs, FIIs, and FIAGROs through official Letter

On November 17, 2025, the Securitization and Agribusiness Superintendency (“SSE”) of the Brazilian Securities and Exchange Commission (“CVM”) published Circular Letter No. 8/2025/CVM/SSE. The letter aims to clarify the interpretation of the provisions contained in the normative annexes of CVM Resolution No. 175, of December 23, 2022 (as amended). The provisions addressed are those that regulate Investment Funds in Credit Rights (“FIDC”), Real Estate Investment Funds (“FII”), and Investment Funds in Agribusiness Production Chains (“FIAGROs”).

The following are the main understandings of Circular Letter No. 8:

For investment funds classified as FIDC (Normative Annex II):

Manager’s responsibility for verifying the underlying assets

Circular Letter No. 8 clarifies that the FIDC manager must adapt its verification procedures according to the due diligence it deems necessary and sufficient for the acquisition of credit rights, adjusting the degree of verification according to the asset type, such as receivables, overdue credits, court-ordered payments, among others, for the purposes of complying with article 36 of Normative Annex II to CVM Resolution No. 175.

The SSE understands that this obligation does not apply to securities representing credit, such as debentures and commercial notes. In these cases, the verification of the existence, integrity, and ownership of the underlying assets provided for in article 36 is not required.

FIDC aimed at professional investors and collection agents

Circular Letter No. 8 reinforces that deposits originating from credit rights may be received in the assignor’s freely accessible account in the case of FIDCs intended for professional investors, even when the assignor also acts as a collection agent, as per the prerogative of Article 52, III, of Normative Annex II.

However, the specific exception in Article 52, III, authorizes receipt only by the assignor itself and does not extend to other service providers or collection agents contracted by the manager. Thus, the receipt of funds by specialized consultancies remains prohibited, even if they act as collection agents, based on Article 32, § 1, of the same annex – except when they are in the position of assignor.

Receipt of Guarantees

Circular Letter No. 8 clarifies that, in cases where the FIDC receives assets in the context of the enforcement of guarantees that do not qualify as credit rights (such as real estate), the manager incurs passive misclassification and is subject to Article 90 of the general part of CVM Resolution No. 175. In this case, a plan must be developed for the sale of the guarantee and the reclassification of the asset class, always seeking the best interests of the quotaholders.

The SSE emphasizes that the operational dynamics provided for in CVM Resolution No. 175 are independent of the tax treatment attributed to the FIDC by CMN Resolution No. 5,111, of December 21, 2023 (as amended). This regulation allows assets received as a result of judicial or extrajudicial procedures for the recovery of credit rights to be considered credit rights while they remain in the FIDC’s portfolio, provided that the manager presents a liquidation plan for these assets.

Investment in quotas of other FIDCs from the same manager

Circular Letter No. 8 clarifies that the prohibition established in article 42 of Normative Annex II to CVM Resolution No. 175 – which prohibits an FIDC from acquiring credit rights originated or assigned by the administrator, manager, specialized consultancy or parties related to them – does not apply to the acquisition of FIDC quotas that have a common administrator or manager.

The SSE emphasizes that the application of this prohibition presupposes that the acquired asset has been, in fact, “originated or assigned” by the administrator or manager, which is not compatible with investment in FIDC quotas, since these represent vehicles for indirect investment in credit rights. Thus, the prohibition should be applied to credit rights acquired directly or indirectly, except for FIDC quotas, which, although equivalent to credit rights for regulatory purposes, are not subject to the restriction of article 42.

For investment funds classified as FII (Normative Annex III):

Investment in FIDC quotas

Circular Letter No. 8 expressly provides for the possibility of FII investing directly in credit rights considered real estate-related, such as Real Estate Receivables Certificates (CRIs) – provided that the list established in Article 2, item XII, of Normative Annex II (FIDCs) is respected – as well as indirectly, through the acquisition of quotas of FIDCs whose investment policy is exclusively focused on activities permitted for FII. In these terms, the SSE understands that the activity permitted for FII is limited to investment in real estate projects, as defined by law.

For investment funds classified as FIAGRO (Regulatory Annex VI):

Equalization of FIAGRO quotas to FIDC quotas

For FIAGRO quotas to be equalized to FIDC quotas, the FIAGRO regulations must expressly provide for an investment policy that meets the minimum requirements established in Regulatory Annex II applicable to FIDCs, especially regarding the minimum allocation of 50% in credit rights.

Therefore, it is not enough to use the regulatory annex of another category to comply with Article 2 of Annex VI. The FIAGRO regulations must specifically establish an investment policy that meets the minimum requirements of the applicable annex.

Regarding the maximum eligibility limits, the regulations stipulate that these limits must follow those provided for in the subsidiarily applicable regulatory annex, including limits by asset type, issuer, debtor, and co-obligor.

Registration of Invested Credit Rights

Circular Letter No. 8 clarifies that FIAGROs that choose to use Regulatory Annex II (FIDCs) must contract registration or custody services, fully observing the operational and regulatory dynamics applicable to the governance of FIDC assets. This is because Annex II supersedes the provisions of Annex VI, which provides for the possibility of exemption for FIAGROs intended exclusively for professional investors, in addition to the exemption already provided for in Article 114 of the general part of CVM Resolution No. 175.

Investment in Companies

Circular Letter No. 8 reinforces that the need to maintain effective influence in defining the strategic policy and management of the invested company applies to any type of FIAGRO, even when it is not obliged to fully comply with Regulatory Annex IV (FIP).

Administrator’s Resignation

Circular Letter No. 8 reinforces the importance of complying with Article 28 of Normative Annex VI to CVM Resolution No. 175, which regulates FIAGRO. This provision establishes that, if the class has investment in rural property, in the event of resignation, the administrator must remain in office until the minutes of the quotaholders’ meeting electing their replacement and successor in the fiduciary ownership of the property are registered with the competent registry offices, under penalty of serious infraction.

The SSE understands that this requirement is essential to avoid risks to quotaholders, as the transfer of administration without alteration of the property records may generate significant limitations for the new administrator.

Questions regarding the content of Circular Letter No. 8 can be directed to the SSE via email at sse@cvm.gov.br.

For more information, access:

• Resolução CVM nº 175.
• Ofício Circular nº 8/2025/CVM/SSE.

The Investment Funds team at Demarest continues to monitor updates related to investment fund regulatory legislation and is available to provide any further clarifications that may be necessary.