Circular Letter CVM/SSE 02/25

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 2/2025/CVM/SSE São Paulo, March 18, 2025. To Administrators and Managers of Real Estate Investment Funds - FII Subject: Limited liability of FII unitholders

Dear Sir/Madam,

1. This Circular Letter aims to guide administrators and managers regarding the liability of FII unitholders in the event of negative net equity, in light of Article 13, II, of Law No. 8,668/1993 (“Law 8,668”) and Article 18 of the General Part of CVM Resolution No. 175 (“RCVM 175”):

Law No. 8,668:
"Art. 13. The holder of the fund's quotas:
...
II - is not personally liable for any legal or contractual obligation regarding the real estate and developments included in the fund or the administrator, except regarding the obligation to pay the full value of the subscribed quotas."

RCVM 175
"Art. 18. The regulations may provide that the unitholder's liability is limited to the value subscribed by them.
Sole paragraph. If the regulations do not limit the unitholder's liability, unitholders are liable for any negative net equity, without prejudice to the liability of the service provider for losses caused when acting with intent or bad faith."

2. The amendment to the Civil Code by Law 13,874/2019, with the inclusion of Articles 1,368-A to 1,368-F, allowed for the creation of investment funds with the limitation of each investor's liability to the value of their quotas, subject to provision in the regulations and to CVM regulatory discipline. In this sense, RCVM 175 regulated the cited provision of the Civil Code, through Article 18, among others.

3. However, as can be observed in Article 13, II, of Law No. 8,668, FII unitholders have enjoyed certain limited liability to the full value of their subscribed quotas since the publication of said Law, on June 25, 1993.

4. The cited provision relates the limitation of liability regarding the legal or contractual obligations of FIIs "regarding the real estate and developments included in the fund or the administrator," which necessarily encompasses all assets eligible for FIIs, as provided in Article 40 of Normative Annex III to RCVM 175.

5. Considering that, according to Article 1 of Law 8,668, all FIIs are exclusively intended for investment in real estate developments, the aforementioned Article 40 of Normative Annex III
   18/03/2025, 10:44 SEI/CVM - 2279462 - Circular Letter https://sei.cvm.gov.br/sei/controlador.php?acao=documento_imprimir_web&acao_origem=arvore_visualizar&id_documento=2411755&infra_siste… 1/2

regulated the concept of real estate developments. Thus, this concept encompasses, among others, real estate receivable certificates, fund quotas, participation in companies, real estate, and real rights over real estate.

Law 8,668:
"Art. 1. Real Estate Investment Funds are established, without legal personality, characterized by the pooling of resources raised through the Securities Distribution System, in the form of Law No. 6,385, of December 7, 1976, intended for investment in real estate developments."

Normative Annex III to RCVM 175:
"Art. 40. The participation of the quota class in real estate developments may occur through the acquisition of the following assets:"

6. It is admitted, however, the possibility of unitholders being called to contribute resources in cases of negative net equity resulting from contractual and legal obligations not related to the real estate developments invested in by the fund. As an example, one may cite the possible existence of debts of the FII with its administrator, manager, or other service provider, not related to the real estate developments invested.

7. It is concluded, therefore, that there is no possibility for FII regulations to include a generic provision that unitholders may be called to contribute resources in situations of negative net equity of the funds.

8. In these terms, this Superintendence understands that, if the FII remains constituted under the form of unlimited liability condominium, the regulations must be adjusted to state that such unitholder liability, beyond the paid-in quotas, applies solely in situations where negative net equity occurs due to legal or contractual obligations not related to the target assets, that is, those qualified as real estate or real estate developments under Article 40 of Normative Annex III to RCVM 175.

9. Finally, in case of doubts, this SSE can be contacted via email at sse@cvm.gov.br.

Sincerely,

Bruno de Freitas Gomes
Superintendent of Securitization and Agribusiness - SSE

Document electronically signed by Bruno de Freitas Gomes Condeixa Rodrigues, Superintendent, on 18/03/2025, at 10:43, based on Article 6 of Decree No. 8,539, of October 8, 2015.
The authenticity of the document can be verified on the site https://sei.cvm.gov.br/conferir_autenticidade, by informing the verification code 2279462 and the CRC code 79E9C303.
This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 2279462 and the "CRC Code" 79E9C303.
Reference: Process No. 19957.009383/2021-43 SEI Document No. 2279462 18/03/2025, 10:44 SEI/CVM - 2279462 - Circular Letter https://sei.cvm.gov.br/sei/controlador.php?acao=documento_imprimir_web&acao_origem=arvore_visualizar&id_documento=2411755&infra_siste… 2/2