Rule · CVM · 1 Sep 2022
CVM Resolution No. 166 establishes the publication methods for smaller publicly-held companies, defined as those with annual gross revenue under R$ 500 million, allowing them to use the Empresas.NET or Fundos.Net systems instead of traditional newspaper publication. The regulation, effective October 3, 2022, and updated by Resolution No. 231/25, also applies to unregistered issuers admitted to regulated markets and mandates that third-party publications be disseminated immediately via these systems. It clarifies that system publication does not constitute CVM merit analysis and preserves existing obligations regarding periodic information and relevant events.
COMMISSION OF SECURITIES AND MARKETS
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 166, OF SEPTEMBER 1, 2022 WITH THE AMENDMENTS INTRODUCED BY CVM RESOLUTION NO. 231/25 Provides for the manner of realization of publications ordered by Law No. 6,404, of December 15, 1976, by smaller publicly-held companies.
THE PRESIDENT OF THE COMMISSION OF SECURITIES AND MARKETS – CVM makes public that the Board, in a meeting held on August 31, 2022, based on the provisions of art. 8, I, of Law No. 6,385, of December 7, 1976, and arts. 289, 294-A, IV, and 294-B, main text and § 2, II, of Law No. 6,404, of December 15, 1976, APPROVED the following Resolution:
CHAPTER I – SCOPE AND PURPOSE
Art. 1. This Resolution provides for the manner of realization of publications ordered by Law No. 6,404, of December 15, 1976, by smaller publicly-held companies.
§ 1. For the purposes of this Resolution, smaller publicly-held companies are those that have earned annual gross revenue less than R$ 500,000,000.00 (five hundred million reais), verified based on the financial statements closing the last social year. § 2. This Resolution also applies to unregistered issuers of securities admitted to trading in regulated securities markets.
CHAPTER II – PUBLICATION VIA EMPRESAS.NET SYSTEM
Art. 2. It is optional for smaller publicly-held companies to carry out the publications ordered in Law No. 6,404, of 1976, or provided for in the regulation issued by the CVM through the Empresas.NET or Fundos.Net Systems, as applicable. Sole paragraph. In the case referred to in the main text, publications are considered carried out on the date on which the documents are disclosed in the systems referred to in the main text. Art. 3. In the cases referred to in arts. 151 and 258 of Law No. 6,404, of 1976, as well as in other situations where the publication is carried out by third parties other than the publicly-held company itself of smaller size, it is permitted the publication by sending the documents to the publicly-held company, which must disclose them through the systems referred to in art. 2. immediately. Sole paragraph. If the company does not disclose the documents in the manner and deadline provided in the main text, without prejudice to the company's responsibility for this omission, the interested party may directly promote the publication of the documents in a newspaper of wide circulation published in the locality where the company's headquarters is located. Art. 4. The publication of documents carried out through the systems referred to in art. 2. does not imply analysis of merit or agreement with the content of such documents by the CVM or the administrative entities of the organized market in which the company's securities are admitted to trading.
CHAPTER III – FINAL PROVISIONS
Art. 5. The provisions of this Resolution do not alter the obligations of the publicly-held companies mentioned in this Resolution to comply with the obligations provided:
I – in the specific regulation that provides for the registration and provision of periodic and occasional information by issuers of securities admitted to trading in regulated securities markets; and II – in the specific regulation that provides for the disclosure of information on relevant acts or events. Art. 6. This Resolution enters into force on October 3, 2022. Electronically signed by JOÃO PEDRO BARROSO DO NASCIMENTO President
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“§ 2. included by CVM Resolution No. 231, of July 3, 2025.”
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