Circular Letter CVM/SSE 06/25

SECURITIES COMMISSION OF BRAZIL
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Circular Letter No. 6/2025/CVM/SSE

São Paulo, September 11, 2025.

To Crowdfunding Investment Platforms.

Subject: Hiring of a Fiduciary Agent in securitization title offerings.

Dear Sir/Madam,

1. This Circular Letter aims to clarify recurrent doubts from market participants regarding the need to hire a Fiduciary Agent in public offerings of securitization operations under CVM Resolution No. 88, considering the understandings set forth in Circular Letters from the SSE No. 4 and 6, of 2023.

2. The aforementioned Circular Letters sought to equate the separate estate of a securitization operation to an eligible issuer to offer its titles on Crowdfunding Platforms. Thus, it was possible to allow closed capital securitization companies to issue securitization titles and offer them through the Platforms, provided that such titles are constituted with the fiduciary regime over the collateral and the separate estate referred to in Article 26 of Law No. 14.430/22.

3. Among the conditions established in the aforementioned legal instrument for the institution of the fiduciary regime of the securitization operation, the one set forth in item III stands out:

Art. 26. The fiduciary regime shall be instituted through a unilateral declaration by the securitization company when signing the securitization agreement, which, in addition to observing the provisions of Article 22 of this Law, must be subject to the following conditions: (...) III - appointment of a fiduciary agent, in the case of public offerings, which must be a financial institution or entity authorized for this purpose by the Central Bank of Brazil, to act in the name and in the interest of the holders of the Receivables Certificates, accompanied by the indication of its duties, its responsibilities and its remuneration, the grounds, conditions and manner of its dismissal or substitution and the other conditions of its operation, observing the applicable regulation; and

4. Considering that the regime of CVM Resolution No. 88 presupposes the realization of public offerings, this SSE understands that the hiring of a fiduciary agent is a mandatory condition for the offering of the separate estates corresponding to the receivables certificates or other securities and financial instruments issued by securitization companies. It is understood that there is no obstacle for the securitization company to refrain from constituting a separate estate to make the offering; however, the per-issue limit and the issuer's revenue restrictions begin to apply directly to the total assets of the securitization company.

5. It is worth highlighting that those Circular Letters already pointed to the need to comply fully with the requirements of Article 26 of the Law when constituting the fiduciary regime and, consequently, the separate estate:

33. In this sense, the SSE observes that TR offerings of up to R$15 million can be compatible with the regulatory model of Receivables Certificates or other securitization securities and instruments, provided for in Law No. 14.430/22, and Crowdfunding, and may be issued by Closed Capital Securitization Companies, without registration with the CVM, and conducted through platforms registered under the regime of CVM Resolution No. 88/22, provided that the same requirements provided for in the aforementioned Law and Resolution are met. (...) 36. However, if the title is subject to the institution of the fiduciary regime referred to in Article 26 of Law No. 14.430/22, this SSE understands that the established separate estate may be considered the issuer for the purpose of meeting the gross revenue limits of CVM Resolution No. 88/22.

6. 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 09/11/2025, at 13:59, based on Article 6 of Decree No. 8.539, of October 8, 2015.

The authenticity of the document can be verified on the website https://sei.cvm.gov.br/conferir_autenticidade, by providing the verification code 2418983 and the CRC Code C1F0F2B1.
This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 2418983 and the "CRC Code" C1F0F2B1.

Reference: Process No. 19957.009383/2021-43
SEI Document No. 2418983