The Securitization and Agribusiness Superintendency ("SSE") of the Brazilian Securities and Exchange Commission ("CVM") published, on November 17, 2025, Circular Letter No. 8/2025/CVM/SSE ("Circular Letter"), setting forth relevant clarifications on the application of provisions of Normative Annexes II, III, and VI to CVM Resolution No. 175, particularly with respect to the operation of Receivables Investment Funds (Fundos de Investimento em Direitos Creditórios – FIDC), Real Estate Investment Funds (Fundos de Investimento Imobiliário – FII), and Agribusiness Investment Chain Funds (Fundos de Investimento nas Cadeias Produtivas do Agronegócio – FIAGRO).
Among the main topics addressed in the Circular Letter, we highlight the following:
FIDC INVESTMENT IN FIAGRO QUOTAS
The SSE clarified that FIDCs may invest in FIAGRO quotas, provided that the regulations of the invested fund expressly provide for the subsidiary application of Normative Annex II, pursuant to art. 2 of Normative Annex VI, and for the commitment to invest at least 50% of net assets in receivables (direitos creditórios). The mere possibility of investing more than 50% of net assets in receivables is not sufficient for the equivalence to apply; it is necessary to establish a minimum investment threshold in receivables at the levels indicated above, without prejudice to compliance with the maximum investment limits per issuer and asset class set forth in Normative Annex II to CVM Resolution No. 175.
RECEIPT OF FUNDS BY THE ASSIGNOR AND COLLECTION AGENT
The SSE confirmed the possibility for FIDC classes intended exclusively for professional investors (investidores profissionais) to receive funds from the settlement of receivables in the assignor's freely available accounts, pursuant to art. 52, III, of Normative Annex II, even when the assignor also serves as the collection agent, pursuant to art. 32, §2, of that annex. The SSE emphasizes that this permission does not extend to other contracted service providers, and that, for example, the receipt of funds in the freely available account of the specialized consultant is prohibited, even if the latter is acting as a collection agent.
ENFORCEMENT OF COLLATERAL BY FIDC AND PASSIVE NONCOMPLIANCE
The SSE reiterates the understanding that Normative Annex II permits a FIDC to receive other assets, such as real property, vehicles, or other goods, in the context of judicial or out-of-court enforcement of collateral securing receivables in its portfolio. In such cases, where such collateral does not qualify as receivables pursuant to art. 2, XII, of Normative Annex II, the FIDC's portfolio may fall into noncompliance with the minimum receivables investment threshold set forth in the applicable regulations. In such scenarios, the SSE's interpretation is that this constitutes passive noncompliance (desenquadramento passivo), which subjects the fund manager to the provisions of art. 90 of the general section of CVM Resolution No. 175, and requires the manager to prepare a plan for the disposal of the received assets and the re-alignment of the portfolio, in the best interests of the quotaholders.
The SSE also understood that the criteria for classification as receivables set forth in the tax legislation, notably Law No.
14,754/2024 and CMN Resolution No. 5,111, must be treated as distinct from those set forth in CVM Resolution No. 175, such that tax rules are not to be conflated with regulatory rules, and the fund manager must carry out such control in parallel.
INVESTMENT IN FIDC BY FII
The Circular Letter reiterates that art. 40 of Normative Annex III to CVM Resolution No. 175, in listing the eligible assets for FII portfolios, does not authorize direct investment in real estate credits or receivables (créditos ou recebíveis imobiliários). However, the rule permits indirect exposure through the acquisition of Real Estate Receivables Certificates (Certificados de Recebíveis Imobiliários – CRI) or FIDC quotas. In this case, the FIDC must follow an investment policy exclusively focused on the activities permitted for FIIs, namely investment in real estate ventures pursuant to Law No. 8,668/1993. Accordingly, in order to comply with this obligation, the SSE clarifies that the FIDC invested in by the FII must acquire receivables falling within the list set forth in art. 2, XII, of Normative Annex II, provided that such receivables are of a real estate nature and comply with all other applicable requirements.
The Circular Letter is based on inquiries received by the SSE and, in addition to the topics indicated above, addresses subjects such as the fund manager's responsibility for the verification of underlying assets (lastro), investment in quotas of other FIDCs managed by the same manager, registration of receivables held by FIAGROs, investment in companies by FIAGROs, and procedures related to the resignation of the FIAGRO administrator holding an investment in rural real property.
The Circular Letter may be accessed via this link.
For further information, please contact the Financial and Capital Markets team at FreitasLeite Advogados.
