New Regulation for Credit, Financing, and Investment Companies

On July 24, 2025, the Central Bank of Brazil (“BC”) and the National Monetary Council (“CMN”), issued CMN Resolution No. 5,237, which establishes new rules governing the incorporation, organization, and operation of credit, financing, and investment companies (“SCFIs”).

Key Provisions of the Resolution:

1. Incorporation and Authorization

• As of September 01, 2025, SCFIs must be incorporated as corporations (sociedades anônimas).
• Their operation is subject to prior and express authorization from the BC.

2. Corporate Name Requirements

• The corporate name must mandatorily include the expression “Sociedade de Crédito, Financiamento e Investimento”.
• The use of terms associated with other financial institutions or similar expressions, in any language, is prohibited.
• The expression is exclusively reserved for SCFIs.

3. Minimum Capital Requirements

• SCFIs must maintain a minimum paid-in capital and net equity of BRL 7 million.
• A 30% reduction applies to institutions headquartered outside the states of Rio de Janeiro and São Paulo.

4. Corporate Purpose and Permitted Activities

• SCFIs may grant loans and financing; acquire, assign, refinance, and manage credit rights; provide guarantees.
• They may also engage exclusively in the following financial activities:

1. Proprietary trading of securities and financial assets;
2. Trading on organized exchanges and over-the-counter (“OTC”) markets;
3. Operating in unorganized OTC markets, under the Brazilian Securities and Exchange Commission (“CVM”) regulations;
4. Managing securities portfolios (under the CVM regulations);
5. Issuing electronic money;
6. Issuing post-paid payment instruments;
7. Acting as a payment transaction initiator;
8. Acting as a payment acquirer;
9. Operating in the foreign exchange market;
10. Acting as a Brazilian correspondent;
11. Performing credit analysis for third parties;
12. Performing credit collection for third parties;
13. Acting as a fiduciary agent;
14. Acting as an insurance representative for products related to their operations (per CNSP regulations);
15. Investing in interbank deposits;
16. Entering into repurchase agreements.

5. Equity Participation

• SCFIs may hold equity interests in other companies.

6. Funding Sources

In addition to their own funds, SCFIs may raise capital through:

i. Issuance of financial instruments, including:

• 1. Certificates of deposit;
  2. Agribusiness and real estate credit bills;
  3. Covered bonds;
  4. Financial bills;
  5. Exchange bills;
  6. Real estate credit notes;
  7. Bank credit certificates;
  8. Structured transaction certificates;
  9. Foreign instruments, provided that:

• • • The fundraising instruments must be of the same nature and carry the same risks as those mentioned in items “a” to “j”; and
    • The funds raised must be allocated to operations compatible with the corporate purpose of the credit, financing, and investment company.

ii. Interbank deposits;

iii. Time deposits with special guarantees;

iv. Loans and financing from:

1. 1. Brazilian and foreign financial institutions authorized by the BC;
   2. Development-focused entities;
   3. Official development funds.

7. Final Provisions

• SCFIs already authorized or in the process of authorization must comply with the new naming rules under Article 4.
• This Resolution repeals previous regulations on the matter and becomes the primary regulatory framework for SCFI operations.
• Effective date: September 01, 2025.

The Banking, Financial Services, Fintechs, and Digital Assets team is monitoring developments on this topic and remains available to assist clients and partners with any necessary clarifications.