Circular Letter CVM/SSE 04/25 — CVM — BR

02/07/2025, 17:30
SEI/CVM - 2355170 - Ofício-Circular

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

Circular Letter No. 4/2025/CVM/SSE

São Paulo, on the date of electronic signature.

To the Administrators responsible for Electronic Investment Platforms for Participatory Financing ("Crowdfunding Platforms").

Subject: General guidelines for platforms regarding compliance with provisions of CVM Resolution No. 88 ("RCVM 88")

Dear Sir/Madam,

This Circular Letter aims to disseminate the guidelines and understandings of this Superintendence of Securitization and Agribusiness - SSE regarding:
(i) The new platform registration system with the CVM; (ii) The documents required to support the registration request, in accordance with Section III, Chapter VI of RCVM 88, including:
(a) Financial statements;
(b) Minimum share capital;
(c) Identification documents of partners and administrators; (d) Educational material and risk awareness term; (e) Information Technology Audit Report; and (f) Certification recognized in information technology audit.
(iii) The submission of the annual report provided for in article 35, II, of RCVM 88, containing the offers made and the identification of the responsible director; (iv) Procedures related to ownership control; and (v) The use of the Restricted Efforts System for information in Annex G – start and end of offer.
First, the technical area highlights that access to CVM systems is granted to the platform's previously authorized representative, via authentication through login in the Gov.BR System, with the possibility of delegating this access to third parties. In this sense, if participants face technical difficulties accessing the systems or transmitting documentation, it is recommended that they contact the CVM's information technology support via email: suporteexterno@cvm.gov.br.
Regarding conceptual doubts related to the correct completion of annexes or registration documents, these should be sent to the Securitization and Agribusiness Division ("DSEC") of the SSE, via email: dsec@cvm.gov.br.

I) New Platform Registration System

The new Crowdfunding Platform Registration System aims to allow the request for authorization referred to in RCVM 88, as well as the registration update and the request for cancellation of registration.
Entry into the new system must be made through the following link: https://cvmweb.cvm.gov.br/swb/default.asp?sg_sistema=sic. The use of the system is restricted to the administrator responsible for activities before the CVM, in accordance with art. 19, § 2º, of RCVM 88. Upon clicking the indicated link,

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the administrator must authenticate in the Gov.br System (gov.br) and, subsequently, access the "Participant Registration Update" area, where they must select the "Crowdfunding Platforms (Request Registration)" system.

The registration request is not automatic. The request will be analyzed by the DSEC within the timeframes and procedures established by RCVM 88. Among the system fields already available for completion, the following stand out: "request registration"; "registration update"; and "cancel registration".

Field "request registration"

For new platform registrations, the system requires the complete filling of all available fields in the tabs of the screen for the "Request Registration" option. The information must be inserted based on the company's data contained in the Registration Information Form, provided for in Annex F of RCVM 88/22.
In the "Documents" tab, all documents required for the platform's registration must be attached. The files must be presented in searchable and copyable .pdf format, without access restrictions, editing blocks, or password protection. We emphasize that the system only accepts files with a maximum size of 10 MB.
After the correct completion of all tabs, they will be indicated with a green status, enabling the user to formalize the platform's registration request via the "Request Registration" button.

Field "registration update"

Already registered platforms can consult their current registration and perform maintenance and update of their registration information whenever there are changes, such as address changes, changes in responsible administrators, or changes in the partnership structure.
For this, the responsible person must access the system and select the "Registration Update" option, making the necessary adjustments directly on the platform.

Field "cancel registration"

Platforms may request the cancellation of their registration via the "Cancel Registration" option, available in the system.
In this case, in addition to the request via the system, the platform must send to the DSEC, via electronic mail (dsec@cvm.gov.br), proof of communication to small business entities that have successfully completed offers through its intermediation, as well as to the respective investors, as required by § 1º of art. 23 of CVM Resolution No. 88/22.

II) Documents Required to Support the Registration Request

(a) Financial Statements

For the purposes of compliance with art. 1º, III, of Annex F of RCVM 88, the platform's financial statements must be signed by a qualified professional, with regular registration at the Regional Council of Accounting (CRC), and contain the respective formal recognition of this signature.

(b) Minimum Share Capital

The information regarding the minimum paid-up share capital of R$ 200,000.00 (two hundred thousand reais), as required by art. 19, § 1º, item I, of RCVM 88, must be expressly stated in the platform's constitutive acts, as well as in the financial statements signed by a qualified accountant.
Additionally, a copy of the bank transfer receipt made to the platform's account for the purposes of share capital integration must be forwarded.

For the purposes of compliance with art. 1º, item VI, of Annex F of CVM Resolution No. 88/22, the identification documents of the platform's partners and administrators must be forwarded.
In the case of legal entities participating in the partnership structure, the respective constitutive acts must be presented, as well as the identification documents of all their individual partner shareholders.
If the platform's corporate structure involves multiple levels or intermediary companies, it is recommended to send an organizational chart that clearly and detailedly illustrates the chain of corporate participation

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up to the ultimate beneficiaries, including the identification, percentages, and forms of participation of each investor.

(d) Educational material and risk awareness term

The educational material provided for in art. 33 of RCVM 88 aims to inform, clearly, the risks and characteristics of the offers, promoting investors' financial education and understanding of the risks involved.
Therefore, the material must be accessible, updated, contain correct and precise references, and be identified with the platform's name, as required in the registration process provided for in RCVM 88.

(e) IT audit report

The procedures provided for in art. 19, § 1º, item II, of RCVM 88 must be verified by the independent information technology auditor, and the issued report must be accompanied by images (printed screens) of the platform's system as evidence, in compliance with the requirements provided for in each of its clauses.

(f) Certification recognized in information technology audit

The opinion required in the platform's registration documentation must be signed by an auditor with certification recognized in information technology audit, as provided for in art. 1º, sole paragraph, Annex F to RCVM 88. Furthermore, it is mandatory to include, among the presented documents, the auditor's certificate that endorsed the report.
For the purposes of proving the professional's qualification, examples of certifications of equivalent level to IT audit, recognized by market entities, are considered:

CISA Certification, issued by ISACA (https://www.isaca.org/credentialing/cisa) (https://www.isaca.org/)
CISCO Black Belt Certification (https://www.cisco.com/site/us/en/partners/training/black-belt-academy/index.html)
ISO/IEC 27001:2022 Certification – Information Security Management Systems (https://www.iso.org/standard/27001)

Other certifications that present technical quality and market recognition compatible with the regulatory requirement may also be analyzed by the CVM's technical area for the purposes of meeting the normative requirement.

III) Submission of the annual report containing the offers made and the identification of the responsible director

Platforms must timely deliver the report provided for in Annex H to RCVM 88, in conformity with the provisions of art. 35, item II, of RCVM 88.
In the same document, and observing the obligations related to the delivery of Equity ("PL") and registration information, the value of the platform's Equity as of December 31 of the previous year may be included.
Furthermore, if there are no relevant changes in the period, it will be sufficient for the responsible administrator to confirm in writing that the registration information remains unchanged.

IV) Ownership Control

In accordance with art. 14 of RCVM 88, platforms must communicate to the SSE, by the fifth business day of the following month, the signing or termination of a service provision contract for ownership control and corporate participation.
However, the SSE clarifies that compliance with this obligation may be done through the disclosure of this information on the platform's own website, in a location of easy access and visibility.
In this sense, it is not necessary to send supporting documents or formal communications directly to the SSE; it is sufficient to maintain the information updated and available to the public.

V) Annex G – information on start and end of offer

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Regarding the communication of the start and end of offers, referred to in art. 35, item I, of RCVM 88 (Annex G), platforms must directly access the Restricted Efforts System ("SER") and register the communications corresponding to their respective offers. In this way, documents sent via electronic mail or digital protocol will be disregarded.
We emphasize that the system does not allow the alteration of forms after submission, and thus, extra attention is recommended at the time of completion.
If discrepancies are identified in the data of already registered offers, these must be immediately communicated to the DSEC, via email: dsec@cvm.gov.br. Additionally, the SSE informs that, for registration purposes in the system, the unit price of the security at the time of issuance should be considered.
Access link to SER: https://cvmweb.cvm.gov.br/SWB/default.asp?sg_sistema=scw

Sincerely,

Marcelo Firmino dos Santos
Head of the Securitization and Agribusiness Division - DSEC

Cynthia Barião da Fonseca Braga
Superintendent of Securitization and Agribusiness - SSE (acting)

Document electronically signed by Cynthia Bariao da Fonseca Braga, Substitute Superintendent, on 02/07/2025, at 17:26, based on art. 6º of Decree No. 8.539, of October 8, 2015.

Document electronically signed by Marcelo Firmino dos Santos, Division Head, on 02/07/2025, at 17:27, based on art. 6º 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 entering the verification code 2355170 and the CRC code 44071CD0.
This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Código Verificador" 2355170 and the "Código CRC" 44071CD0.

Reference: Process No. 19957.009383/2021-43
SEI Document No. 2355170

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