Internal Office No. 3/2026/CVM/SDM/GDN-2: Proposal to Amend Annex II of CVM Resolution 175 Regarding Non-Standardized Credit Rights

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Internal Office No. 3/2026/CVM/SDM/GDN-2
Rio de Janeiro, February 10, 2026.

To the General Superintendent
Alexandre Pinheiro dos Santos sge@cvm.gov.br

Subject: Normative amendment in Annex II of CVM Resolution 175 - specific adjustments in the classification of non-standardized credit rights

Dear General Superintendent,

I. INTRODUCTION

This is a proposal for a specific amendment to Normative Annex II of CVM Resolution No. 175 (“Annex II”), formulated based on a submission presented by the National Association of Participants in Investment Funds in Credit Rights with Multiple Debtors and Multiple Grantors – ANFIDC (doc. SEI 2324419).
Initially, the proponent seeks to exclude from the qualification as “non-standardized” the performed credit rights assigned by companies in judicial or extrajudicial recovery that do not yet have a homologated recovery plan – a requirement provided for in art. 2, § 1, I, “b”, of Annex II.
The second request concerns the attributes that qualify credit rights as non-standardized. By virtue of item “e” of item XIII of art. 2 of Annex II, credit rights that contain a co-obligation of a company in judicial or extrajudicial recovery are considered non-standardized. ANFIDC suggests reviewing this definition.
Given the sensitivity of the topic, especially with regard to the credit risk arising from judicial or extrajudicial recovery and the potentially associated restrictions, ANFIDC presented an opinion (doc. SEI 2487250) supporting its requests.

II. MANIFESTATION OF THE PROPONENT

II.1 Homologation of Judicial Recovery Plan

In art. 2, § 1, of Annex II, types of credit rights are listed that, exceptionally, do not fall under the category of non-standardized – that is, they are considered standardized. Item I of the provision establishes two specific requirements for credit rights assigned by a company in the recovery process to be so classified. The first requires that the credit rights be performed.
The second requirement provides that the company must have a recovery plan homologated by the court, with the finality of the decision homologating the recovery plan being irrelevant. Regarding the requirement for judicial homologation, such credit rights, when categorized as current assets, have free disposal by the administrator, with no legal restriction on their assignment by companies in recovery, regardless of the stage of the process or the existence of a homologated plan.
In light of Law No. 11,101, of 2005, commonly known as the Bankruptcy and Corporate Recovery Law (“LRF”), the restriction on the alienation or encumbrance of the property of the company in judicial recovery is limited to assets classified as non-current, in accordance with arts. 60 and 66, therefore not reaching current assets.
This understanding is also supported by case law on the matter, notably the judgment of the 3rd Chamber of the Superior Court of Justice in 2019, which recognized the validity of the assignment of credit rights by a company in judicial recovery, regardless of judicial authorization, by qualifying them as current assets or long-term realizable assets.
It is also worth citing a precedent from the 2nd Reserved Chamber of Corporate Law of the Court of Justice of São Paulo, which in 2021 reaffirmed the possibility of alienating the credit rights in question during the course of judicial recovery without the need for judicial or creditor consent, reinforcing the irrelevance of the existence or finality of the homologation of the recovery plan for the purposes of the validity of its assignment.
Thus, ANFIDC argues that the homologation of the plan does not add additional security to the assignment of assets by the company in recovery or alter the risk level of the assigned assets. Furthermore, the requirement for homologation would contradict the logic of the corporate recovery system, which aims to ensure solvency and liquidity and preserve the functioning of the company in recovery.
In view of this, the proponent proposes to suppress item “b”, which requires the judicial homologation of the recovery plan for the credit rights in question to cease being classified as non-standardized:

Art. 2 For the purposes of this Normative Annex II, it is understood as: (...)
§ 1 Credit rights are not considered non-standardized:
I – credit rights assigned by a corporate company in the process of judicial or extrajudicial recovery, provided that they cumulatively meet the following requirements:
a) they are not originated from commercial contracts for the purchase and sale of products, merchandise, and services for future delivery or provision. and b) the company is subject to a recovery plan homologated in court, regardless of the finality of the homologation of the judicial or extrajudicial recovery plan; and

II.2 Co-obligation of Company in Judicial Recovery

Regarding the issue of the co-obligation of a company in judicial recovery, ANFIDC defends that the qualification of credit rights assigned by a company in recovery as non-standardized has no legal basis, since recovery – judicial or extrajudicial – does not alter the nature or intrinsic risk of the credit right. Furthermore, a co-obligation assumed by a company in recovery does not increase the risk of the operation, nor does it introduce additional uncertainty for the assignee.
Therefore, in ANFIDC's view, there is no legal prohibition against the assumption of co-obligation by the corporate company in judicial recovery within the scope of credit assignment contracts celebrated during the course of recovery procedures. Thus, the mere existence of co-obligation does not, by itself, constitute any risk to the assignee, nor does it compromise the validity or enforceability of the assigned credit due to the participation of the recovering party in the respective contract.
In the same sense, the proponent argues that no risk to the security of credit receipt is identified due to the co-obligation assumed by the company in recovery. This is because, in the event of default by the main debtor, the assignee may demand full payment directly from the co-obligated recovering party, through individual execution of the credit, which is not subject to the effects of judicial recovery.
This is justified by the fact that obligations assumed by the company during the course of judicial recovery are classified as extra-concursal, can be executed individually, and have priority in the event of bankruptcy, in accordance with arts. 49, 67, and 84 of the LRF.
Consequently, ANFIDC understands that the co-obligation of the company in recovery, associated with the judicial supervision regime and the extra-concursal treatment, increases the legal and economic security of the assignee, justifying the reclassification of these credit rights as standardized within the scope of CVM regulation.
Based on all the above, the proponent requests the suppression of the wording of item “e” referring to the co-obligation, so as to maintain as non-standardized credit rights only those whose debtors are subject to such recovery regimes:

Art. 2 For the purposes of this Normative Annex II, it is understood as: (...)
XIII – non-standardized credit rights:
credit rights that possess at least one of the following characteristics: (...) e) the debtor or co-obligor is a corporate company in judicial or extrajudicial recovery;

III. CONSIDERATIONS OF SDM

Initially, from an economic perspective, it is important to recognize that the alienation of assets constitutes one of the main instruments for the recovery of corporate companies. Thus, it seems reasonable to state that there is a public interest in making FIDCs (Credit Rights Investment Funds) a tool capable of providing liquidity to entities in complex situations, in this case through the acquisition of credit rights.
To illustrate the relevance of asset alienation as an instrument of restructuring (cash origination), it is possible to take as reference a study conducted by the Study and Research Center on Insolvency of PUC-SP, in partnership with the Brazilian Association of Jurimetrics (doc. SEI 2582511), which demonstrates that the median time lapse between the approval of the processing of judicial recovery and the effective deliberation on the plan can reach up to 16 months.
That is, within the 16-month interval, many companies do not have a recovery plan approved by creditors, let alone homologated judicially, but in this period they already face a liquidity crisis. Indeed, upon entering judicial recovery, it is common for the company to have restrictions on access to capital, so that timely access to resources proves fundamental for its preservation and social function.
From the perspective of risks to investors, it is worth informing that the activities of companies in recovery are subject to the supervision of a judicial administrator, with additional transparency regarding their financial situation and compliance with obligations, in accordance with art. 22 of the LRF.
The presence of the judicial administrator tends to reduce governance and management risks sometimes associated with the fact that the company has entered recovery. Thus, it tends to provide greater security and predictability to the management of the FIDC portfolio that acquires the credit rights.
Regarding the requirement for the homologation of the recovery plan for credit rights to be considered standardized, this SDM understands that the analysis and jurisprudence brought by the proponent clearly evidence that this constitutes an obstacle to the timely obtaining of capital by companies in recovery, by subordinating the use of the tool to procedures that, in practice, may take considerable time to be realized.
Thus, linking the standardization of credit rights to the judicial homologation of the plan ultimately implies restricting access for companies with problems to such mechanisms, precisely when they are most relevant for their recovery, without there being additional risk to the operation.
In other words, subordinating the alienation of credit rights to the judicial homologation of the recovery plan would result in the delay of the company's recovery process, compromising the effectiveness of the solution.
Moreover, and equally relevant, the recovery plan disciplines only the relationship between the company in recovery and its creditors who are subject to the effects of recovery, therefore not interfering with the obligations of third parties who appear as debtors of the assigned credits.
In light of the above, it is understood that the normative requirement in question lacks economic or legal foundation, and does not represent an effective tool for protecting investors or the integrity of the market, which is why it is convenient and opportune that it be relaxed.
As for the assignment of credit rights with co-obligation of a company in recovery (art. 2, XIII, “e”), the recognition that credit rights assigned with co-obligation are standardized tends to increase their liquidity and facilitate their assignment in the market, thus favoring the access of the company in recovery to capital at a particularly critical moment of the recovery process.
Considering the risks to investors, it should be highlighted that the legal regime applicable to obligations assumed by the company in recovery provides that credits arising from such obligations (and co-obligations) have an extra-concursal nature, which (i) excludes them from the effects of judicial recovery; and (ii) ensures priority of payment with respect to credits that compete within the scope of the recovery plan, in accordance with arts. 67 and 84 of the LRF. Therefore, it is understood that the protection of credit rights assigned to the FIDC is reinforced.
Note that the proposal for flexibility reaches only credit rights assigned with co-obligation by the company in recovery, not reaching the company's debts – these are subject to the ordinary procedures of judicial recovery.
Therefore, as well as having in mind that the proposed flexibility does not reach the credit rights owed by the company, this SDM considers that ANFIDC's proposal to relax the definition of standardized credit rights is convenient and opportune, and therefore deserves to prevail.
In light of all the above, this SDM defends that the request submitted for analysis is meritorious, in both its requests, thus configuring a scenario of increased efficiency of FIDCs, so that it can be fully accepted; for this purpose, it is necessary to make the brief normative alterations proposed in the Draft (doc. SEI 2585181).

IV. WAIVER OF REGULATORY IMPACT ANALYSIS AND PUBLIC CONSULTATION

Considering that the proposed amendments do not result in regulatory compliance costs for market participants and, additionally, reduce normative requirements, this SDM understands that the Board can approve them without the need for a regulatory impact analysis (“AIR”). The waiver of AIR is supported by art. 14, items III and VII, of CVM Resolution No. 67, as well as by art. 4, items III and VII, of Decree No. 10,411.
Furthermore, given the possible waiver of AIR and the specific and punctual nature of the amendments, it is understood that the holding of a public consultation can also be waived, in accordance with art. 31 of CVM Resolution No. 67, and art. 9-A of Decree No. 10,411.

V. FORWARDING

Finally, the draft resolution amending Annex II of CVM Resolution 175 is forwarded to the SGE, to schedule the appreciation of the matter in an ordinary meeting of the Board, with a suggestion for reporting by this SDM.

Electronically signed by
Pablo Lopes de Sousa
Federal Inspector of the Capital Markets

Electronically signed by
Claudio Gonçalves Maes
Manager of Normative Development – 2

Electronically signed by
Antonio Carlos Berwanger
Superintendent of Market Development

Agreed. To EXE, for necessary measures.

Electronically signed by
Alexandre Pinheiro dos Santos
General Superintendent

Document electronically signed by Pablo Lopes de Sousa, Federal Inspector of the Capital Markets, on 02/10/2026, at 11:24, with basis in art. 6 of Decree No. 8,539, of October 8, 2015.

Document electronically signed by Claudio Maes, Manager, on 02/10/2026, at 11:25, with basis in art. 6 of Decree No. 8,539, of October 8, 2015.

Document electronically signed by Antonio Carlos Berwanger, Superintendent, on 02/10/2026, at 11:44, with basis in art. 6 of Decree No. 8,539, of October 8, 2015.

Document electronically signed by Alexandre Pinheiro dos Santos, General Superintendent, on 02/10/2026, at 19:15, with basis in art. 6 of Decree No. 8,539, of October 8, 2015.

The authenticity of the document can be checked on the site https://sei.cvm.gov.br/conferir_autenticidade, informing the verifier code 2585189 and the CRC Code D9CAE27B.

This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Código Verificador" 2585189 and the "Código CRC" D9CAE27B.

Reference: Process No. 19957.018138/2024-70 SEI Document No. 2585189 Internal Office 3 (2585189) SEI 19957.018138/2024-70 / pg. 6

Internal Office No. 3/2026/CVM/SDM/GDN-2: Proposal to Amend Annex II of CVM Resolution 175 Regarding Non-Standardized Credit Rights

Lineage: In force