CVM proposes experimental system to facilitate access to capital markets for small companies

The initiative seeks to simplify rules and reduce costs for companies with annual turnover of up to 500 million reais, promoting inclusion and competitiveness in the capital market.

On 09/11/24, the Brazilian Securities and Exchange Commission (CVM) opened a public consultation on the "FÁCIL" (Facilitating Access to Capital and Encouraging Listings) scheme, a new regulatory environment to be set up to encourage fundraising via the capital markets by companies in the intermediate range between investment crowdfunding and the traditional securities market.

FÁCIL proposes that smaller companies (CMP), with annual gross revenues of up to R$500 million, should be able to obtain registration as issuers with the CVM automatically after listing with an organized market management entity and have access to various regulatory exemptions. Issuers already registered with the CVM will be allowed to migrate to the new regime, as long as certain regulatory requirements are met.

The CPMs that join FÁCIL will be able to take advantage of the following types of public offering, provided that the joint annual limit of R$300 million is observed:

  • under the terms of CVM Resolution 160, without the need for traditional documents (e.g.: reference form, prospectus and spreadsheet), but only the adoption of a single annual form; and
  • under the new regime called "direct offer", in which the offer takes place directly in an organized market environment, without the need to register with the CVM and hire an institution to act as lead coordinator.

In addition, FÁCIL also allows CPMs that are not registered with the CVM to participate in public offerings of debt securities, aimed at professional investors and subject to a limit of R$300 million, with exemptions from hiring a lead coordinator and the issuer having to audit and review accounting information.

The president of the CVM, João Pedro Nascimento, pointed out that FÁCIL seeks to democratize access to the capital market and encourage the entry of new companies, strengthening competitiveness and reducing credit spreads for small and medium-sized enterprises.

Suggestions and comments on FÁCIL can be sent to the CVM by 06/12/2024, via e-mail to conpublica0124@cvm.gov.br.

For a more detailed and specific analysis, we recommend consulting our BTLaw Capital Markets Team (mercadodecapitais@btlaw.com.br).