Rule · CVM · 6 Dec 1993
Joint-stock companies must register with the CVM to negotiate securities, appointing a market or investor relations director. Registration requires submitting bylaws, financial statements, auditor opinions, and forms IAN, DFP, and ITR. Post-registration, firms must update data within five days of changes and file periodic reports, including annual financial statements within three months of fiscal year-end and IAN within five months. Occasional information must be provided within specified deadlines, with confidential submissions sent separately to the CVM President.
Provides for the registration of companies for the negotiation of their securities on Stock Exchanges or in the over-the-counter market, consolidating CVM Instructions No. 60, of January 14, No. 73, of December 22, both of 1987, No. 118, of May 7, and No. 127, of July 26, both of 1990.
THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM, makes public that the Collegiate Board, in a meeting held on November 30, 1993, based on the provisions of Articles 21 and 22, sole paragraph, item I, of Law No. 6,385, of December 7, 1976,
RESOLVED:
Art. 1 The negotiation of securities issued by joint-stock companies on Stock Exchanges or in the over-the-counter market depends on the prior registration of the company with the Securities and Exchange Commission - CVM, in accordance with the norms provided in this Instruction.
Sole Paragraph. The over-the-counter market comprises two categories:
a) the organized over-the-counter market, whose transactions are supervised by a self-regulatory entity, with functioning authorized by the Securities and Exchange Commission, in accordance with CVM Instruction No. 243, of this date;
b) the unorganized over-the-counter market, whose transactions are not supervised by a self-regulatory entity.
Art. 2 The registration of a company for the negotiation of its securities in the over-the-counter market does not authorize the negotiation of these securities on a Stock Exchange.
Art. 2 The registration of a company for negotiation in a specific market authorizes the negotiation of its variable income titles and securities exclusively in that market.
Art. 3 Negotiation of securities in the over-the-counter market is considered to be negotiation made outside of Stock Exchanges, with the intermediation of investment banks, multiple banks with investment portfolios, brokerage firms, distribution companies, and autonomous agents accredited by these institutions.
Art. 4 The application for company registration shall be submitted to the CVM together with the application for public distribution of securities referred to in Article 19 of Law No. 6,385, of December 7, 1976, and the approval, if any, shall cover both applications.
§1 The CVM may, at its discretion, dispense with the simultaneous presentation of the public distribution registration of securities provided for in the "caput" of this article.
§2 Publicly held companies that already have registration for negotiation in the over-the-counter market and wish to obtain registration to negotiate their securities on a Stock Exchange shall send to the CVM the document provided for in item III of Article 7 of this Instruction.
Art. 4 The application for company registration may be submitted to the CVM together with the application for public distribution of securities referred to in Article 19 of Law No. 6,385, of December 7, 1976, and the approval, if any, shall cover both applications.
Sole Paragraph. Publicly held companies that already have registration for negotiation in the over-the-counter market and wish to obtain registration to negotiate their securities on a Stock Exchange or in the organized over-the-counter market shall send to the CVM the document provided for in item III of Art. 7 of this Instruction.
DIRETOR DE RELAÇÕES COM O MERCADO
DIRETOR DE RELAÇÕES COM INVESTIDORES
Art. 5 For the company to be registered with the CVM, the bylaws or the Board of Directors must assign to a director the function of market relations, which may or may not be exercised cumulatively with other executive duties.
Art. 5 For the company to be registered with the CVM, the bylaws or the Board of Directors must assign to a director the function of investor relations, which may or may not be exercised cumulatively with other executive duties.
Art. 6 The director of market relations is responsible for providing information to investors, to the CVM and, if the company has registration on a Stock Exchange, to the exchanges, indicated in Article 13, as well as keeping the company registration updated (Articles 13, 16 and 17).
Art. 6 The director of investor relations is responsible for providing information to the investing public, to the CVM and, if the company has registration on a stock exchange or organized over-the-counter market, to these entities, as well as keeping the company registration updated (Arts. 13, 16 and 17).
DOCUMENTS NECESSARY FOR OBTAINING
COMPANY REGISTRATION
Art. 7 The application for company registration shall be accompanied by the following documents:
I - the minutes of the meeting of the Board of Directors or the General Assembly that appointed the director of market relations (Article 5);
I - minutes of the meeting of the Board of Directors or the General Assembly that appointed the director of investor relations (Art. 5);
II - a request signed by the director of market relations, containing information on:
II - a request signed by the director of investor relations, containing information on:
a) main characteristics of the distribution of securities; or
b) share dispersion of the company indicating the manner in which its shares were distributed in the market, attaching a nominal list of current shareholders and respective quantities of shares held; or
c) other reasons justifying the registration request.
III - when it is a request for registration for negotiation on a Stock Exchange, a declaration from the Exchange informing of the approval of the request for admission to the negotiation of the company's securities, conditioned only on obtaining registration with the CVM;
III - when it is a request for registration for negotiation on a Stock Exchange or organized over-the-counter market, a declaration from the entity informing of the approval of the request for admission to the negotiation of the company's security, conditioned only on obtaining registration with the CVM;
IV - a current copy of the bylaws;
V - financial statements and explanatory notes provided for in Article 176 of Law No. 6,404, of December 15, 1976, referring to the last three fiscal years, indicating the newspapers and dates in which they are published;
VI - financial statements referring to the last fiscal year or drawn up on a date subsequent to the closing of the fiscal year, prepared in currency of constant purchasing power, in accordance with the regulations issued by the CVM;
VII - management report referring to the last fiscal year, prepared in accordance with Article 133 of Law No. 6,404, of December 15, 1976, and with CVM Orientation Opinion No. 15, of December 28, 1987;
VIII - opinion of the independent auditor, duly registered with the CVM, relating to the financial statements of the last fiscal year (item V) and relating to the financial statements referred to in item VI above;
IX - consolidated financial statements, prepared in accordance with current legislation (Law No. 6,404/76, Articles 249 and 250, and CVM regulation, and also in currency of constant purchasing power), accompanied by explanatory notes and by the opinion of an independent auditor, referring to the last fiscal year, or drawn up on a date subsequent to the closing of the same, if in this period the investments added to credits of any nature in controlled companies represent more than thirty percent of the company's equity;
X - financial statements and, if applicable, consolidated financial statements, accompanied by explanatory notes and the opinion of an independent auditor duly registered with the CVM, prepared in accordance with the provisions of Law No. 6,404/76 and in currency of constant purchasing power, drawn up on a date that precedes, at most, three months the request for registration with the CVM, when:
a) the last fiscal year is twelve months and, on the date of the registration request, a period equal to or greater than forty-five days has elapsed from the date of closing of the last fiscal year;
b) the last fiscal year comprises a period greater than twelve months and the company has not yet drawn up the respective financial statements;
c) the current fiscal year comprises a period greater than twelve months and, on the date of the registration request, a period equal to or greater than twelve months has elapsed.
XI - minutes of all General Assemblies of shareholders, held in the twelve months prior to the date of registration with the CVM;
XII - facsimile of the certificates of all types of securities issued by the company or, if applicable, a copy of the contract maintained with an institution for the execution of bookkeeping share services;
XIII - when it is a company in the pre-operational phase, an economic-financial feasibility study of the project, indicating, including, the risk factors involved in the undertaking, prepared on a date that precedes by up to three months the entry of the request into the CVM;
XIV - Annual Information Form - IAN (Articles 22 and 23);
XV - Standardized Financial Statements Form - DFP presented in currency of constant purchasing power (Articles 22 and 23);
XVI - Quarterly Information Form - ITR containing information on the first three quarters of the current fiscal year, prepared in currency of constant purchasing power, provided that more than forty-five days have elapsed from the closing of each quarter, accompanied by a Special Review Report, issued by an independent auditor, duly registered with the CVM, according to the methodology provided for in Technical Communication - CT-IBRACON No. 2, of July 23, 1990, of the Brazilian Institute of Accountants, approved by Resolution CFC No. 678, of July 24, 1990, of the Federal Council of Accounting (Articles 22 and 23).
NON-MANDATORY DOCUMENTS
Art. 8 The presentation of business projections is optional, but, when disclosed, the company must adopt the following procedures:
I - present, clearly, for each of the projected items and periods, the premises and calculation memories used;
II - present, when providing quarterly information indicated in Article 16, item VIII, a comparison between the projections made and the results actually obtained in the quarter, indicating clearly and accurately the reasons that led to deviations from the projections previously made;
III - when, in the judgment of the administrators, based on solid reasons, the projections cease to be valid or are modified, disclose the fact to the market, immediately, in the manner provided for by Article 157, § 4, of Law No. 6,404, of December 15, 1976, and CVM Instruction No. 31/84, together with its reasons.
Art. 9 It is recommended, but not mandatory, the provision of information on:
I - capital structure; and
II - managerial analysis.
Sole Paragraph. It is understood by:
a) capital structure - the relationship between own and third-party resources, which the administrators of the company consider adequate and which they intend to maintain in the long term;
b) managerial analysis, the appreciation, by the administrators, of the main facts occurring in the company, including in its assets and results, with effects on social life, which allows the investor to evaluate the formation of the result based on facts known to the administration and not necessarily reflected in the financial statements.
EXAMINATION OF COMPANY REGISTRATION
Art. 10. The registration shall be considered automatically granted if the request is not denied within thirty days after its presentation to the CVM, through protocol, with the documents and information required.
Sole Paragraph. The failure to present all the documents provided for in Article 7 of this Instruction will imply the disregard of the request and consequent cancellation of the protocol at the CVM.
Art. 11. The thirty-day period may be interrupted only once, if the CVM requests the company for additional documents and information, relating to the application for company registration or public distribution (Article 4), starting to flow a new thirty-day period from the fulfillment of the requirements.
§1 For the understanding of any requirements, a period not exceeding sixty days will be granted, counted from the receipt of the respective correspondence, under penalty of the registration request being disregarded.
§2 If the requirements are fulfilled before fifteen days have elapsed from the registration request, the interruption provided for in the "caput" of this article will not occur.
Art. 12. If the registration request is denied or disregarded, all the documents that accompanied it will remain available to the company, for a period of ninety days, counted from the date of receipt of the notice that the request was denied or disregarded, after which they may be destroyed by the CVM.
UPDATE OF COMPANY REGISTRATION
Art. 13. Once the registration is granted, the company shall adopt the following procedures:
I - send to the CVM, to the exchange where its securities were originally admitted, to the exchange where they were most traded in the last fiscal year, and to other exchanges that request them, periodic and occasional information provided for in Articles 16 and 17 of this Instruction within the fixed deadlines; and
II - make the information referred to in item I available to the holders of securities, in the shareholder department of the company; and
III - proceed to the update, with the CVM, of its registration data, up to five days after the occurrence of any change.
Sole Paragraph. The administrators shall ensure the simultaneous disclosure to the entire market of relevant information, including relating to the company's business, profitability prospects, sales, behavior of costs and expenses, disseminated by any means of communication or in meetings of class entities, in order to guarantee its broad and immediate dissemination.
Art. 14. The information received by the CVM will be made available to the public, except those classified by the company as confidential.
§1 The presentation of periodic and/or occasional information may be dispensed with, at the discretion of the CVM, when the administrators consider that its disclosure will put at risk the legitimate interest of the company, applying, where applicable, the provisions of Article 157, § 5, of Law No. 6,404, of December 15, 1976, and CVM Instruction No. 31, of February 8, 1984.
§2 If the administrators decide not to reveal the information, they shall present the reasons that led them to consider that the disclosure places the legitimate interest of the company at risk.
§3 When companies send confidential information to the CVM, they must do so in a separate document, sent to the President of the CVM in a sealed envelope, in which the word "Confidential" must appear.
Art. 15. The CVM will only appreciate requests for registration of public issuance, or any other plea, from a company that maintains its registration updated, in accordance with Article 13 of this Instruction.
PERIODIC INFORMATION
Art. 16. The company shall provide, in the manner of Article 13, of this Instruction, the following periodic information, within the specified deadlines:
I - financial statements and, if applicable, consolidated financial statements, prepared in accordance with Law No. 6,404, of December 15, 1976, and the regulations issued by the CVM for financial statements in currency of constant purchasing power, accompanied by the management report and the opinion of the independent auditor:
a) up to one month before the date scheduled for the holding of the ordinary general assembly; or
b) on the same day of its publication by the press, or of its placement at the disposal of shareholders, if this occurs on a date prior to the said letter "a".
I - financial statements and, if applicable, consolidated financial statements, prepared in accordance with Law No. 6,404, of December 15, 1976, and the regulations issued by the CVM, accompanied by the management report and the opinion of the independent auditor:
a) within a maximum period of up to three months after the closing of the fiscal year; or
b) on the same day of its publication by the press, or of its placement at the disposal of shareholders, if this occurs on a date prior to the said letter "a" of this item.
Item I, letters “a” and “b”, with wording given by CVM Instruction No. 351, of April 24, 2001.
See CVM Instruction No. 248, of March 29, 1996.
II - Standardized Financial Statements Form - DFP, prepared in currency of constant purchasing power, within the same deadlines fixed in item I of this article;
II - Standardized Financial Statements Form – DFP, within the same deadlines fixed in item I of this article;
Item II with wording given by CVM Instruction No. 351, of April 24, 2001.
See CVM Instruction No. 248, of March 29, 1996.
III - notice of convocation of the ordinary general assembly, on the same day of its publication by the press;
IV - Annual Information Form - IAN, up to thirty days after the holding of the ordinary general assembly;
IV - Annual Information Form – IAN:
a) within a maximum period of five months after the closing of the fiscal year; or
b) within a maximum period of one month, counted from the date of the holding of the annual ordinary general assembly, if this deadline ends before that established in letter "a" of this item.
Item IV, letters “a” and “b”, with wording given by CVM Instruction No. 351, of April 24, 2001.
See Art. 4 of CVM Instruction No. 346, of September 29, 2000.
V - summary of the decisions taken at the ordinary general assembly, on the day following its holding;
VI - minutes of the ordinary general assembly, up to ten days after its holding, indicating the dates and newspapers of its publication, if this has already occurred;
VII - facsimile of the certificates of the securities issued by the company, if there has been a change in those sent previously, up to ten days after the change;
VIII - Quarterly Information Form - ITR, prepared in currency of constant purchasing power, accompanied by a Special Review Report (item XVI of Article 7 of this Instruction) issued by an independent auditor duly registered with the CVM, up to forty-five days after the end of each quarter of the fiscal year, except for the last quarter, or when the company discloses the information to shareholders, or to third parties, if this occurs on a prior date.
§1 If the company is still in the pre-operational phase, it shall provide, together with the Annual Information Form - IAN, updated information on the progress of the project presented to the CVM at the time of the registration request.
§2 If the company has been declared bankrupt, the trustee shall provide semi-annual information on deadlines fixed, stages reached, assets alienated, amounts collected, amounts disbursed and other information considered relevant for the securities market, up to forty-five days after the end of the semester.
§3 If the company enters into an extrajudicial liquidation regime, the information provided for in the previous paragraph shall be provided within a period of forty-five days after the end of each quarter of the fiscal year.
§4 It constitutes a violation of the provision of item IV of this article the non-presentation of annual information, due to the non-holding of the ordinary general assembly within the deadline established in Article 132 of Law No. 6,404, of December 15, 1976.
§5 In the case of the previous paragraph, the thirty days fixed in item IV of this article shall be counted from the date of the closing of the legal deadline for the holding of the ordinary general assembly.
INSTRUCTION CVM NO. 202, OF DECEMBER 6, 1993.
§6 Companies may transmit the information provided for in items III, V, and VI of this article by facsimile or telex, which must contain the registration data of the Periodic and Occasional Information - IPE form, forwarding them in the said standardized forms, observing the deadlines fixed.
§7 The Annual Information - IAN form must be updated whenever any facts that alter information provided in the manner of item IV of this article occur, within a period of ten days, counted from the date of the occurrence of the fact.
OCCASIONAL INFORMATION
Art. 17. The company must provide, in the manner of article 13 of this Instruction, the following occasional information, within the specified deadlines:
I - notice of call for an extraordinary or special general meeting, on the same day of its publication;
II - summary of decisions taken at extraordinary or special general meetings, on the day following their holding;
III - minutes of extraordinary or special meetings, up to 10 (ten) days after the holding of the meeting;
IV - shareholders' agreement (article 118 of Law No. 6,404, of December 15, 1976), upon filing with the company;
V - Group of Companies Convention (article 265 of Law No. 6,404, of December 15, 1976), upon its approval;
VI - communication regarding a relevant act or fact, in accordance with article 157, § 4º, of Law No. 6,404, of December 15, 1976, and CVM Instruction No. 31, of February 8, 1984, on the same day of its disclosure by the press;
VII - information regarding a petition for bankruptcy, its grounds, financial statements especially prepared to obtain the legal benefit, and, if applicable, the situation of debenture holders regarding the receipt of invested amounts, on the same day the petition is filed in court;
VIII - judgment granting bankruptcy, on the same day of its knowledge by the company;
IX - information regarding a petition or confession of bankruptcy, on the same day of its knowledge by the company, or of the entry of the petition in court, as the case may be;
INSTRUCTION CVM NO. 202, OF DECEMBER 6, 1993.
X - declaratory judgment of bankruptcy with indication of the trustee of the bankrupt estate, on the same day of its knowledge by the company;
XI - other information requested by the CVM, within the deadlines indicated by it.
Sole Paragraph. For the forwarding of occasional information within the deadlines fixed in items I to XI of this article, the provisions contained in § 6º of article 16 apply.
Art. 18. The publicly-held company that does not keep its registration updated, in accordance with articles 13, 16, and 17 of this Instruction, shall be subject to a daily fine of 69.20 Daily Reference Fiscal Units, without prejudice to the joint and several liability of the administrators under articles 9º, V, and 11 of Law No. 6,385, of December 7, 1976.
Art. 18. Without prejudice to the liability of the administrators under articles 9º, V, and 11 of Law No. 6,385/76, as amended by article 2º of Law No. 9,457/97, the publicly-held company that does not keep its registration updated, in accordance with articles 13, 16, and 17 of this Instruction, shall be subject to a daily coercive fine, according to the values listed below:
I - fine of R$ 500.00 (five hundred reais), for non-presentation of Financial Statements, art. 16, item I;
II - fine of R$ 500.00 (five hundred reais), for non-presentation of Standardized Financial Statements - SFS - art. 16, item II;
III - fine of R$ 200.00 (two hundred reais), for non-presentation of documents and information provided for in art. 16, items III to VII;
IV - fine of R$ 500.00 (five hundred reais), for non-presentation of Quarterly Information - QI - art. 16, item VIII;
V - fine of R$ 200.00 (two hundred reais), for non-presentation of documents and information provided for in art. 17, items I to X.
Art. 18. Without prejudice to the liability of the administrators under articles 9º, item V, and 11 of Law No. 6,385, of December 7, 1976, as amended by Law No. 9,457, of May 5, 1997, and by article 2º of Provisional Measure No. 1,742-18, of June 2, 1999, the publicly-held company that does not keep its registration updated, in accordance with articles 13, 16, and 17 of this Instruction, shall be subject to a daily coercive fine according to the tables below:
INSTRUCTION CVM NO. 202, OF DECEMBER 6, 1993.
I - FINANCIAL STATEMENTS
Net Equity in R$ Value in R$
Up to 8,287,000.00 30.00
From 8,287,000.01 to 41,435,000.00 80.00
Above 41,435,000.00 100.00
II - STANDARDIZED FINANCIAL STATEMENTS
Net Equity in R$ Value in R$
Up to 8,287,000.00 50.00
From 8,287,000.01 to 41,435,000.00 100.00
Above 41,435,000.00 200.00
III - DOCUMENTS AND INFORMATION PROVIDED FOR IN ART. 16, ITEMS III AND V TO VII
Net Equity in R$ Value in R$
Up to 8,287,000.00 30.00
From 8,287,000.01 to 41,435,000.00 80.00
Above 41,435,000.00 100.00
INSTRUCTION CVM NO. 202, OF DECEMBER 6, 1993.
IV - ANNUAL INFORMATION - IAN - ART. 16, ITEM IV, AND QUARTERLY INFORMATION - QI - ART. 16, ITEM VIII
Net Equity in R$ Value in R$
Up to 8,287,000.00 50.00
From 8,287,000.01 to 41,435,000.00 100.00
Above 41,435,000.00 200.00
V - DOCUMENTS AND INFORMATION PROVIDED FOR IN ART. 17, ITEMS I TO X
Net Equity in R$ Value in R$
Up to 8,287,000.00 30.00
From 8,287,000.01 to 41,435,000.00 80.00
Above 41,435,000.00 100.00
§1º Net equity shall be that ascertained on December 31 of the year prior to the application of the coercive fine. (NR)
§2º If there is no net equity on the date indicated in the preceding paragraph, or if net equity is negative, the coercive fine shall be charged at the lowest value of the respective table.
Art. 19. Constitutes a serious offense for the purposes provided for in § 3º of article 11 of Law No. 6,385, of December 7, 1976, the transgression of the provisions of this Instruction and the non-observance of the deadline fixed in article 132 of Law No. 6,404, of December 15, 1976, for the holding of the ordinary general meeting.
INSTRUCTION CVM NO. 202, OF DECEMBER 6, 1993.
Art. 19. Constitutes an offense of an objective nature, in which a summary administrative process procedure shall be adopted, in accordance with the Regulation Annexed to CMN Resolution No. 1,657/89, the failure of the administrator of a publicly-held company to adopt the procedures listed in items I to III of art. 13, except for the hypothesis provided for in item VI of art. 17 of this Instruction.
Sole Paragraph. Constitutes a serious offense, for the purposes provided for in § 3º of article 11 of Law No. 6,385, of December 7, 1976:
I - non-compliance with the provision of item VI of article 17 of this Instruction; (NR)
II - non-observance of the deadline fixed in art. 132 of Law No. 6,404, of December 15, 1976, for the holding of the ordinary general meeting;
III - recidivism of the objective nature offenses defined in the caput of this article.
GENERAL PROVISIONS
Art. 20. Registration with the CVM does not imply any assessment of the company, and its administrators are responsible for the veracity of the information provided.
Art. 21. The company registered under the terms of this Instruction must declare its status as a publicly-held company in publications ordered by the Corporations Law and by other legal norms that provide for the securities market.
Art. 22. The periodic and occasional information required from publicly-held companies, as provided for in articles 16 and 17 of this Instruction, must be presented electronically according to a database structure and programs provided by the CVM, or by printed standardized forms.
Sole Paragraph. Companies may use continuous forms provided they contain all fields and configuration provided for in the standardized forms.
Art. 22. The following information must be presented magnetically, according to computer programs provided by the CVM:
I - Standardized Financial Statements - SFS (art. 16, II);
II - Annual Information - IAN (art. 16, IV);
INSTRUCTION CVM NO. 202, OF DECEMBER 6, 1993.
III - Quarterly Information - QI (art. 16, VIII).
Art. 23. The following annexed forms and necessary programs for forwarding information electronically are approved:
a) Annual Information - IAN;
b) Quarterly Information - QI;
c) Standardized Financial Statements - SFS;
d) Periodic and Occasional Information - IPE.
Art. 23. The other periodic and occasional information required from publicly-held companies must be presented printed on A4 paper, in two copies.
Sole Paragraph. The General Superintendent is authorized to alter, include, or suppress the forms and programs approved by this article.
TRANSITORY PROVISIONS
Art. 24. This Instruction shall enter into force on January 1, 1994, from which date CVM Instructions Nos. 60, of January 14, 1987, 73, of December 22, 1987, 118, of May 7, 1990, and 127, of July 26, 1990, are revoked.
Original signed by
LUIZ CARLOS PIVA
President
Note from RegAlert. AI assistants can read this document in full, and search 70,000+ more, through the RegAlert MCP connector (https://mcp.regalert.today/mcp). Free with an account. How to connect ChatGPT, Claude or Cursor.
Amended 8 times · last 2014-10-25
This document supersedes: CVM Instruction No. 127 of July 26, 1990, CVM Instruction No. 118 of May 7, 1990 (Revoked)
Against CVM Instruction No. 127 of July 26, 1990 (1990-07-26)
84 new obligations · 1 deadline changed
The first 60 of 84 are shown.
Against CVM Instruction No. 118 of May 7, 1990 (Revoked) (1990-05-07)
83 new obligations · 14 not carried over
2 obligations are the same in both texts.
The first 60 of 83 are shown.
“Not carried over” means the sentence has no counterpart in this text; the rule can still be in force in another text.
More like this from CVM
CVM published 2 documents in the last 30 days. We email you each new one the day it's published.
Source: Comissão de Valores Mobiliários — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
In RegAlert: added