On March 3, 2025, CVM Resolution No. 214 of the Brazilian Securities and Exchange Commission ("CVM") enters into force, adding Normative Annex VI to CVM Resolution No. 175, of December 23, 2022 ("CVM Resolution 175"), which establishes the specific rules applicable to Agribusiness Investment Chain Funds (fundos de investimento nas cadeias produtivas do agronegocio – "FIAGRO").
In this context, the CVM published, on February 27, 2025, Circular Letter No. 1/2025/CVM/SSE ("Circular Letter"), providing market guidance on the adaptation of the SGF system (automatic fund registration) and the Fundos.Net platform to receive registration records and registration, periodic, and occasional information relating to FIAGROs under the new rules, as well as clarifying the procedures involved in adapting the existing stock of FIAGRO funds to the new regulation.
With the entry into force of Normative Annex VI, FIAGROs will be registered as a specific category of investment fund and will no longer be classified as real estate investment funds (FII), private equity funds (FIP), or receivables investment funds (FIDC), according to their respective investment policies.
However, where the FIAGRO's investment policy permits the allocation of more than 50% of net assets in assets typical of another fund category, it will be necessary to comply with the rules applicable to that category on a subsidiary basis and to include the relevant descriptive annex in the SGF, detailing the fund's registration rules.
The Circular Letter also clarifies that FIAGROs currently in operation that are registered as FIAGRO-FII, FIAGRO-FIP, and FIAGRO-FIDC must be converted to the new "FIAGRO" category. With respect to the first two, the funds must adapt to CVM Resolution 175 by June 30, 2025, and subsequently complete the migration to the new FIAGRO category by September 30, 2025. With respect to FIAGRO-FIDCs, whose deadline for adapting to CVM Resolution 175 expired on November 29, 2024, it is sufficient to carry out the conversion to the new FIAGRO category directly within the SGF system by September 30, 2025.
Finally, the CVM recommends that, with respect to FIAGROs currently in operation, a market notice be published disclosing the date of conversion to the new category, the fund's prior name, the FIAGRO's prior category (FIDC, FIP, or FII), and the means of accessing information predating the conversion.
We recommend reading the legal advisory prepared by FreitasLeite in October 2024 regarding the specific rules for FIAGROs introduced by CVM Resolution 214.
The full text of Circular Letter No. 1/2025/CVM/SSE may be accessed here.
For further information, please contact the Financial and Capital Markets team at FreitasLeite Advogados.
