CVM Resolution 162

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM 7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000

Amends CVM Instruction No. 153, of July 24, 1991, CVM Instruction No. 332, of April 4, 2000, CVM Instruction No. 359, of January 22, 2002, CVM Instruction No. 381, of January 14, 2003, CVM Instruction No. 398, of October 28, 2003, CVM Instruction No. 399, of November 21, 2003, CVM Instruction No. 472, of October 31, 2008, CVM Instruction No. 555, of December 17, 2014, CVM Resolution No. 8, of October 14, 2020, CVM Resolution No. 17 of February 9, 2021, CVM Resolution No. 21, of February 25, 2021, CVM Resolution No. 30, of May 11, 2021, CVM Resolution No. 45, of August 31, 2021, CVM Resolution No. 51, of August 31, 2021, CVM Resolution No. 60, of December 23, 2021, and CVM Resolution No. 80, of March 29, 2022.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes it known that the Board, in a meeting held on July 7, 2022, based on the provisions of Article 8, item I of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

Art. 1. CVM Instruction No. 153, of July 24, 1991, shall enter into force with the following wording:

“Art. 20. ....................................................................
§ 1º...........................................................................
I – when distributed publicly through an offering registered with the CVM; or 1 ...........................................................................” (NR)

Art. 2. CVM Instruction No. 332, of April 4, 2000, shall enter into force with the following wording:

“Art. 3º................................................................

Inserted for the purpose of including the conjunction.

§ 1º....................................................................
I – ......................................................................
..........................................................................
e) possibility of a public offering subject to the automatic distribution procedure, in accordance with specific regulation, in which case trading must necessarily occur in specific segments for Level I BDRs of an organized over-the-counter market entity or stock exchange.
II – .....................................................................
..........................................................................
c) possibility of a public offering subject to the automatic distribution procedure, in accordance with specific regulation.
III – .......................................................................
a) possibility of distribution through a public offering registered with the CVM, in accordance with specific regulation; ...........................................................................” (NR)

Art. 3. CVM Instruction No. 359, of January 22, 2002, shall enter into force with the following wording:

“Section II – Public Offering of Fund Shares
“Art. 28. The public offering of fund shares is independent of prior registration with the CVM.” (NR)

“Art. 58..............................................................
..........................................................................
§ 9º ...................................................................
I – securities or other financial assets whose public offering has been submitted to registration with the CVM; and ...........................................................................” (NR)

Art. 4. CVM Instruction No. 398, of October 28, 2003, shall enter into force with the following wording:

“Art. 16..............................................................

I – when distributed publicly through an offering registered with the CVM; or 2 ...........................................................................” (NR)

Art. 5. CVM Instruction No. 399, of November 21, 2003, shall enter into force with the following wording:

“Art. 18.......................................................................
§ 1º ...........................................................................
I – when distributed publicly through an offering registered with the CVM; or 3 ...........................................................................” (NR)

Art. 6. CVM Instruction No. 472, of October 31, 2008, shall enter into force with the following wording:

“Art. 6º.......................................................................
§ 1º ...........................................................................
I – when distributed publicly through an offering registered with the CVM; or 4 ...........................................................................” (NR)

Art. 7. CVM Resolution No. 8, of October 14, 2020, shall enter into force with the following wording:

“Art. 4. A public distribution offering is constituted by the act of communication originating from the offeror, the issuer, when the issuer is not the offeror, or from any natural or legal persons, whether or not part of the securities distribution system, acting on behalf of the issuer, the offeror, or intermediary institutions, disseminated by any means or form that allows reaching multiple recipients and whose content and context represent an attempt to awaken interest or prospect investors for investment in a certain COE, LF, or LIG. Sole Paragraph. Without prejudice to other acts that fall under the caput, examples that characterize an offering as public are:
I – the use of advertising material directed at the general investing public;

Inserted for the purpose of including the conjunction.
Inserted for the purpose of including the conjunction.
Inserted for the purpose of including the conjunction.

II – the search, in whole or in part, for undefined investors for investment in the COE, LF, or LIG, through any natural or legal persons, whether or not part of the securities distribution system, acting on behalf of the issuer, the offeror, or intermediary institutions; III – trading conducted in a store, office, establishment open to the public, webpage on the worldwide computer network, social network, or application, intended, in whole or in part, for undefined subscribers or acquirers; IV – the practice of any acts described in items II and III, when resulting from standardized and massified communication, even if the recipients of the communication are individually identified.” (NR)

Art. 8. CVM Resolution No. 17, of February 9, 2021, shall enter into force with the following wording:

“Art. 5º...............................................................
..........................................................................
§ 2º In public offerings subject to the automatic distribution procedure, the declaration provided for in the caput and the information provided for in § 1º must be presented to the administrator entity of the organized market in which the securities are registered and kept available to the CVM”. (NR)

Art. 9. CVM Resolution No. 21, of February 25, 2021, shall enter into force with the following wording:

“Art. 33............................................................
I – ......................................................................
..........................................................................
c) rules that provide for the identification, registration, operations, communication, limits, and administrative liability regarding the crimes of “money laundering” or concealment of assets, rights, and values 5
;..........................................................................

5 Provision modified only for the purpose of punctuation adjustment.

e) rule that provides for coordinators of public distribution offerings of securities, specifically regarding conduct rules; and ...........................................................................” (NR)

Art. 10. CVM Resolution No. 30, of May 11, 2021, shall enter into force with the following wording:

“Art. 11............................................................
..........................................................................
VII – autonomous investment agents, securities portfolio administrators, securities analysts, and securities consultants authorized by the CVM, regarding their own resources; 6 VIII – non-resident investors; and 7 IX – endowment funds.

Art. 11. Annex A of CVM Resolution No. 45, of August 31, 2021, shall enter into force with the following wording:

“Group IV
..........................................................................
VII – violations of the rule that provides for public distribution offerings of securities; and
..........................................................................
Group V
..........................................................................
II – violations that constitute serious infractions of the rule that provides for public distribution offerings of securities; III – violations that constitute a serious infraction related to public acquisition offerings of shares; ...........................................................................” (NR)

6 Provision modified only for the purpose of punctuation adjustment.
7 Provision modified only for the purpose of punctuation adjustment.

Art. 12. Annex A of CVM Resolution No. 51, of August 31, 2021, shall enter into force with the following wording:

“..........................................................................
XXI – provider of electronic platform service for participatory investment; 8 XXII – securitization company; and 9 XXIII – coordinators of public offerings of securities.” (NR)

Art. 13. Annex B of CVM Resolution No. 51, of 2021, shall enter into force with the following wording:

“..........................................................................
23 – REGISTRATION INFORMATION RELATING TO THE COORDINATOR OF PUBLIC OFFERINGS OF SECURITIES Address:
Address type.
Street.
Complement.
Neighborhood.
State.
City.
Zip code.
Phone.
E-mail
Director responsible for the rules and procedures to be observed in the intermediation of public offerings of securities:
CPF.
Name.
E-mail.
Street.
Complement.

8 Provision modified only for the purpose of punctuation adjustment.
9 Provision modified only for the purpose of punctuation adjustment.

Neighborhood.
State.
City.
Zip code.
Related phones.
Start date.
End date.” (NR)

Art. 14. CVM Resolution No. 60, of December 23, 2021, shall enter into force with the following wording:

“Art. 43............................................................
I – ......................................................................
..........................................................................
d) rule that provides for coordinators of public distribution offerings of securities, specifically regarding conduct rules; II – indicate a director responsible for distribution and compliance with the rules covered by items “a”, “b”, and “d”, observing the provisions of Article 5, § 1º; and ...........................................................................” (NR)

Art. 15. CVM Resolution No. 80, of March 29, 2022, shall enter into force with the following wording:

“Art. 3º...............................................................
..........................................................................
§ 5º The issuer is considered pre-operational until it presents revenue from its operations, in a financial statement audited by an independent auditor registered with the CVM. § 6º The financial statement referred to in § 5º:
I – may be an individual, consolidated, or combined financial statement, annual or prepared for registration purposes; and II – cannot be a pro forma financial statement.” (NR)

“Art. 5º The SEP must conclude the analysis of the issuer registration request within a maximum period of 60 (sixty) days, counted from the date of protocol of all documents listed in Annex A, with the registration being automatically granted if there is no manifestation from the SEP within this period.
..........................................................................
§ 2º The SEP must inform, within a period of up to 10 (ten) days counted from the protocol, regarding the sufficiency of the submitted documents and which documents or information are missing. § 3º The sufficiency referred to in § 2º is established through the observation of aspects related to the high standard of completeness, comprehensibility, and consistency of the documents, and there cannot be gaps regarding material aspects of their content. § 4º For the complementation of the documentation necessary for the instruction of the registration request, a period of 10 (ten) business days is granted.” (NR)

“Art. 6º Within a period of 20 (twenty) business days from the presentation of all documents necessary for the instruction of the registration request, the SEP may suspend the analysis period referred to in the caput of Article 5, by issuing an official letter with requirements to the applicant.
..........................................................................
§ 2º The period for compliance with the requirements may be extended only once, for a period not exceeding 20 (twenty) business days, through a prior and justified request formulated by the issuer to the SEP. § 3º From the receipt of all documents and information in compliance with the formulated requirements, the SEP has 10 (ten) business days to manifest regarding the registration request, which is automatically obtained if there is no manifestation from the SEP within this period. § 4º After the period provided for in § 3º has elapsed, if there remain initially formulated requirements that have not been fully met or if changes in documents and information necessitate new requirements, prior to the denial of the registration request, the SEP must send an official letter to the applicant reiterating requirements or presenting new requirements that prove necessary, granting a period of 5 (five) business days for compliance, without prejudice to § 7º. § 5º The period for compliance with the new requirements may be extended only once, for a period not exceeding 5 (five) business days, through the prior presentation of a justified request by the interested parties, with the period of extension not being computed for the purposes of Article 5. § 6º The period for the SEP’s manifestation regarding the compliance with the requirements in response to the official letter mentioned in § 4º is 3 (three) business days. § 7º If, in addition to the documents and information presented in response to the official letters provided for in the caput or § 4º of this article, changes have been made to documents or information that do not result from the compliance with requirements, the SEP may point out the occurrence of a new fact, depending on the relevance of the changes. § 8º The occurrence of a new fact must be communicated by the SEP to the applicant within the periods provided for in § 3º or § 6º, and entails a new suspension of 20 (twenty) business days. § 9º After the periods provided for in § 8º have elapsed, the SEP must manifest regarding the registration request within the remaining period provided for in Article 5, with the registration being automatically granted if there is no manifestation from the SEP within this period.” (NR)

“Art. 7º-A The registration request must be denied when the requirements formulated by the SEP are not met within the periods provided for in this Resolution.
Sole Paragraph. In the event of denial, the SEP must send an official letter to the issuer informing its decision, from which an appeal may be filed to the CVM Board, in accordance with current regulation.” (NR)

“Subsection I – Reserved Analysis of Registration Requests Art. 7º-B. If requested, the analysis of the issuer registration request may be conducted by the SEP in a reserved manner, according to the periods and procedures contained in Section I of this Chapter, until the date of approval of the registration or, in the case of a concomitant request for public offering registration, until the date when the registration is approved or the prospectus, preliminary or definitive, is published, whichever occurs first. § 1º It is optional for the issuer to make public the existence of the registration request, restricting the reserved treatment only to the documents submitted to the CVM for the purpose of analyzing the request. § 2º The issuer may request, at any time, the termination of the reserved nature of the analysis of the issuer registration request by the SEP. § 3º The conduct of the reserved analysis provided for in the caput is only possible if requested simultaneously with the initial protocol of the issuer registration request.

§ 4º The issuer must declare in the issuer registration request the justification for confidentiality, including, in accordance with the Information Access Law – LAI, the reasons why its disclosure may represent a competitive advantage to other economic agents or put at risk the legitimate interest of the offeror, and, once such a declaration is presented, the reserved treatment must be granted by the technical areas.” (NR)

“Art. 7º-C. Self-regulatory entities authorized by the CVM that conduct prior analyses of issuer registration requests must also adopt procedures that guarantee the confidentiality of their analysis processes, with the issuer requesting the reserved analysis being exempt from disclosing this request.” (NR)

“Art. 7º-D. If the issuer registration request submitted to reserved analysis becomes public, the issuer must, observing the applicable rules regarding information disclosure, proceed with immediate disclosure regarding the registration request, as well as inform the SEP so that the registration request is made public, as appropriate, without prejudice to the evaluation of eventual responsibilities and the eventual suspension of the analysis of the issuer registration request. § 1º In the case where control of the information has been lost, in accordance with the caput, it is possible to maintain the reserved treatment, by the CVM, of the documents that support the analysis of the registration request, if the offeror so requests immediately after the disclosure referred to in the caput. § 2º In the event of the caput, in the absence of disclosure by the issuer, the SEP must make the registration request public, conferring public treatment to the registration process.” (NR)

“Art. 7º-E. The provisions of this section apply, insofar as applicable, to the analysis processes of information updates of open companies that have submitted a public offering registration request.” (NR)

“Art. 8º ...............................................................
..........................................................................
VI – the company whose shares owned by the Union, States, Federal District, and Municipalities and other entities of the Public Administration are the subject of an offering not subject to specific regulation on public distribution offerings of securities;

---”
}

COMISSÃO DE VALORES MOBILIÁRIOS
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 VII – the issuer of securities representing debt instruments subject to a public offering intended exclusively for professional investors, where the offering is carried out under the automatic distribution procedure, in accordance with the regulations governing public primary or secondary offerings of securities and the trading of offered securities in regulated markets; and VIII – the special purpose company issuing non-convertible debentures subject to a public offering intended exclusively for qualified investors, related to raising funds to implement investment projects in the infrastructure area, or in economic production intensive in research, development, and innovation, considered as priorities in the manner regulated by the federal Executive Branch, in accordance with the requirements of the law dealing with tax incentives for such instruments. ...........................................................................” (NR)
“CHAPTER V......................................................
...........................................................................
Section II – Issuers with Large Market Exposure and Frequent Fixed-Income Issuers
...........................................................................
Art. 38-A. An issuer shall have the status of frequent fixed-income issuer if it:
I – is considered an issuer with large market exposure, in accordance with Art. 38; or II – cumulatively meets the following requirements:
a) has been registered in categories A or B for more than 24 (twenty-four) months and is in an operational phase; b) has complied with its periodic obligations in the last 12 (twelve) months; and c) in the last 4 (four) fiscal years:

has carried out public offerings, submitted to the ordinary registration procedure for distribution, in a total amount equal to or greater than R$ 500,000,000.00 (five hundred million reais) of the fixed-income securities it intends to offer; or
has carried out at least 2 (two) public offerings, submitted to the ordinary registration procedure for distribution, of the fixed-income securities it intends to offer.

COMISSÃO DE VALORES MOBILIÁRIOS
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 Sole Paragraph. The status of frequent fixed-income issuer must be declared by the issuer in the request for registration of the public offering of distribution of securities, through a document signed by the investor relations director containing:
I – in the case of item I of the caput, documents provided for in the sole paragraph of Art. 38; or II – in the case of item II of the caput:
a) a declaration that the issuer falls under items “a” and “b”; and b) a calculation memo made by the issuer to verify item “c.”” (NR) Art. 16. Annex A of CVM Resolution No. 80, of 2022, shall enter into force with the following wording:
“Art. 2º...............................................................
...........................................................................
XI – financial statements especially prepared for registration purposes, in accordance with Arts. 27 and 29 of this Resolution, referring to:
...........................................................................” (NR) Art. 17. Item 9 of Annex C of CVM Resolution No. 80, of 2022, shall enter into force with the following wording:
“9. Auditors
...........................................................................
9.3 If the auditors or persons related to them, according to the independence standards of the Federal Council of Accounting, have been hired by the issuer or persons from its economic group, to provide other services besides auditing, describe the policy or procedures adopted by the issuer to avoid the existence of conflict of interest, loss of independence or objectivity of its independent auditors
9.4 Provide other information that the issuer deems relevant” (NR)
Art. 18. The following are repealed:
I – item II of § 1º of Art. 20 of CVM Instruction No. 153, of July 24, 1991; II – the sole paragraph of Art. 28 of CVM Instruction No. 359, of January 22, 2002; III – CVM Instruction No. 381, of January 14, 2003;

CVM Resolution 162

Lineage: In force

Timeline