On March 22nd, 2023, the Brazilian Securities Commission (CVM) issued Resolution No. 180/2023, which promotes several noteworthy changes in CVM Resolutions No. 80/2022 and No. 160/2022, for the purpose of making rules clearer and enabling application of automatic processing to subsequent offerings.

In this respect, the following alterations promoted in CVM Resolution No. 80/2022 stand out regarding the registration and disclosure of periodic information by issuers of securities:

(i) Revision of Annex C, referring to the items of the reference form: revision of items and subitems subject to facultative disclosure in the reference form applicable to companies registered in category B. Among other matters, it is now optional for the referred companies to fill out item 8.6 of the reference form, related to the granting of stock options to the management members of companies;

(ii) Change in the procedure to obtain registration to issue securities: the CVM’s technical area will now only have to issue a manifestation in case of insufficient documentation presented with the request for registration to issue securities, making the registration process faster and more efficient by eliminating the requirement for manifestation in cases in which the documentation presented is satisfactory; and

(iii) Exclusion of footnotes 90 and 91: the orientations on filling out information regarding the human resources of the issuer on the reference form, as stated in footnotes 90 and 91, have been excluded, due to the doubts these raised among market participants regarding filling out the document.

The main alterations of CVM Resolution No. 160/2022, which involves initial and secondary public offerings of securities, are the following:

(i) Clarification of the concept of Frequent Fixed-Income Issuer (EFRF): the wording is altered of the definition of the status of EFRF so as to leave no doubts regarding the possibility of offerings benefiting from the automatic process in cases in which a single debtor that underwrites  securities is classified as an EFRF;

(ii) Application of the automatic process for registration of subsequent offerings of shares of closed investment funds: With these alterations, the registration will no longer be required of subsequent offerings for distribution of shares of non-exclusive closed investment funds targeted solely at (a) professional investors; (b) qualified investors; (c) investors in general, as long as a previous offering was submitted to analysis of the CVM without expansion of the target public of the fund or alteration of its investment policy; or (d) investors in general regarding the requirement for prior analysis by a self-regulatory entity authorized by the CVM;

(iii) Prior analysis by self-regulatory entities: The request for automatic registration in cases of previous analysis by a self-regulatory entity must be accompanied, at the moment of submitting the request, by the documents necessary for registration of the respective offering for distribution, and until obtaining the registration, of the technical report prepared by the corresponding self-regulatory entity indicating the absence of obstacles or conditions for granting of registration for public offering; and

(iv) Alteration of the processing of requests for registration of offerings: the technical area will only have to comment in case of insufficient documentation submitted with the request for registration of offerings by the ordinary process, making the process of registering offerings faster and more efficient by forgoing the obligation for manifestation in cases when the documents presented are satisfactory.

CVM Resolution No. 180/2023 took effect on April 3rd, 2023.

More information, including the full text of CVM Resolution No. 180/2023, can be found at the CVM’s website (www.gov.br/cvm).