The National Monetary Council (Conselho Monetário Nacional – "CMN"), at a session held on May 22, 2025, once again amended the rules regarding the underlying assets (lastro) of real estate receivables certificates (certificados de recebíveis imobiliários – "CRI"), agribusiness receivables certificates (certificados de recebíveis do agronegócio – "CRA"), and agribusiness receivables credit certificates (certificados de direitos creditórios do agronegócio – "CDCA"), by means of CMN Resolution No. 5,212, which in turn amended CMN Resolution No. 5,118 ("Resolution 5118").
The original wording of Resolution 5118, among other restrictions, prohibited CRIs, CRAs, and CDCAs from having as their underlying assets debt securities whose debtor, co-debtor, or guarantor was a publicly-held company (companhia aberta) or a related party of a publicly-held company whose principal business activity was not in the real estate or agribusiness sector.
What changes: With the amendment, Resolution 5118 has become even more restrictive, prohibiting any legal entities whose principal business activity is not the real estate sector, in the case of CRIs, or the agribusiness sector, in the case of CRAs and CDCAs, regardless of whether they are publicly-held companies, from serving as debtors, co-debtors, or guarantors of debt securities that form the underlying assets of such certificates. The rule further provides that the "principal business activity" is the one accounting for more than two-thirds (2/3) of consolidated revenue, such that it is not sufficient for the real estate or agribusiness activity to merely be included in the company's corporate purpose (objeto social).
Does it apply to all public offerings? The amendment shall not apply to CRIs, CRAs, and CDCAs that have already been distributed, or whose public offering has already had its registration requested before the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – "CVM"). However, it should be noted that any extension of the maturity of CRI, CRA, and CDCA issuances that have already been distributed or whose offerings have been the subject of a distribution registration request before the CVM must comply with the new characteristics now implemented, which in practice imposes a prohibition with respect to those certificates whose underlying assets do not meet the new requirements.
The new rule is already in force and applies to all CRI, CRA, and CDCA issuances whose public offerings are registered as of May 22, 2025.
For further information, the Real Estate Finance team at FreitasLeite is available to assist.
