Guidance · CVM · 1 Nov 1990
CVM Instruction No. 134 establishes that promissory notes distributed publicly are securities subject to Law No. 6.385/76, with issuance competence determined by the company's bylaws. Registration of such distributions is simplified under secondary distribution rules per CVM Instruction No. 88, and companies are prohibited from trading issued notes, requiring redemption upon any repurchase. Companies may optionally provide guarantees for repayment, such as third-party guarantees or credit lines, which may be detailed in the issuance deliberation minutes.
Since it has been legally defined as a security when distributed publicly, the provisions of Law No. 6.385/76 apply to the Promissory Note in this case.
Thus, regarding the definition of public or private placement, trading in the Over-the-Counter Market or Stock Exchange, registration with the CVM, infractions, penalties, and whatever else may apply, the provisions of that law must be observed.
CVM Instruction No. 134 left it to the Company's discretion to determine the competence regarding the deliberation of the issuance of the Promissory Note, which may, in accordance with its Bylaws, be the responsibility of the Shareholders' Meeting, the Board of Directors, or the Executive Management.
Although not mandatory, the CVM understands that the Company may offer holders of the titles guarantees regarding their effective redemption, such as guarantees, third-party guarantees, or credit lines. These guarantees may be the subject of a specific instrument and may appear in the minutes of the deliberation of the issuance.
In order to facilitate and expedite the Registration with the CVM of distributions of Promissory Notes intended for the market, these registrations have been submitted to the regime of secondary distributions, for which the documentation and disclosure requirements are simpler, as provided in CVM Instruction No. 88, of November 3, 1988.
Considering that the Commercial Note has the relevant characteristic of being a short-term instrument, the issuing company shall not effect transactions with its issued titles, and in the event of their repurchase, whether early or not, it must proceed to their redemption.
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