The Brazilian Securities and Exchange Commission ("CVM") published, on October 30, 2025, Public Consultation Notice No. 06/25 ("Notice"), submitting to market participants a proposal to amend Normative Annex III of CVM Resolution No. 175, of 2022 ("RCVM 175"), which sets forth the specific rules applicable to real estate investment funds (fundos de investimento imobiliário – "FII").
The proposal seeks to modernize the regulatory framework for FIIs, aligning it with the general regime applicable to other fund categories, and to incorporate interpretations consolidated by the CVM on topics such as governance, transparency, and investor protection.
Among the main topics addressed, we highlight the following:
- SUBORDINATION AMONG QUOTA SUBCLASSES
The proposal would allow FIIs intended for the general public that invest exclusively in financial assets — the so-called "paper FIIs" (FIIs de papel) — to structure subordinated quota subclasses, with the subsidiary application of Normative Annex II of RCVM 175, which governs receivables investment funds (fundos de investimento em direitos creditórios – "FIDCs"). The measure is based on a recent decision by the CVM's Board of Directors and seeks to harmonize the regulation of paper FIIs with established practices for FIDCs, given similar economic underpinnings between these funds.
To that end, the investment policy of FIIs wishing to benefit from the subordination structure must exclusively provide for the acquisition of the following assets: (i) Real Estate Receivables Certificates (Certificados de Recebíveis Imobiliários – CRI) and FIDC quotas; (ii) mortgage notes (letras hipotecárias), real estate credit notes (letras de crédito imobiliário), and guaranteed real estate notes (letras imobiliárias garantidas); and (iii) debentures, commercial notes (notas comerciais), and promissory notes (notas promissórias). In such cases, in a manner analogous to what was done with respect to Agribusiness Investment Chain Funds (Fundos de Investimento nas Cadeias Produtivas do Agronegócio – "FIAGRO"), pursuant to art. 2 of Normative Annex VI of RCVM 175, the rules of Normative Annex II relating to the definitions applicable to securitization transactions and to the redemption and amortization of subordinated and mezzanine quotas shall apply subsidiarily to FIIs.
- DIRECT ACQUISITION OF REAL ESTATE RECEIVABLES
The CVM also invites market participants to express their views on the possibility of expanding the list of assets eligible for FIIs to encompass real estate receivables (direitos creditórios imobiliários), in line with what is already permitted for FIAGROs with respect to agribusiness receivables (direitos creditórios do agronegócio).
- TENDER OFFER FOR QUOTAS ("OPAC")
Normative Annex III provides for the conduct of tender offers for quotas (Oferta Pública de Aquisição de Cotas – OPAC) in FIIs, and the proposal clarifies that an OPAC may be conducted by the very class that issued the quotas, provided such is set forth in the fund regulations, that the acquired quotas are cancelled, and that the transaction follows the rules and procedures of the organized market administrator where the quotas are traded.
- REIMBURSEMENT OF DISSENTING QUOTAHOLDERS
The proposal addresses the possibility that, where the investment policy focuses on the acquisition of illiquid assets, the fund regulations may set forth circumstances in which, at the fund manager's discretion, quotaholders dissenting from resolutions adopted at a general meeting regarding mergers, demergers, consolidations, or transformations (including quotaholders who abstain or fail to attend the meeting) may not be entitled to reimbursement pursuant to art. 119, §1, II, of the general section of CVM Resolution 175. In such case, the proposal provides that the fund regulations must establish the measures designed to safeguard the interests of the dissenting quotaholders.
- QUALIFIED QUORUM AT GENERAL MEETINGS
The draft proposes revising the minimum quorum percentages, dividing classes into three tiers based on the size of the quotaholder base: 50% for up to 100 quotaholders, 25% for between 101 and 10,000 quotaholders, and 15% for more than 10,000 quotaholders. The amendment seeks to ensure representativeness and the security of resolutions, while at the same time facilitating the holding of meetings in funds with a large number of investors.
- EXPANDED ROLE OF THE ASSET MANAGER
The draft proposes redefining the roles of fund administrators and asset managers in FIIs, assigning the asset manager the powers and duties relating to the contracting and supervision of services for the quota class, allowing for a more flexible analysis and monitoring of real estate projects, in lieu of the prescriptive obligations of the fund administrator.
The proposal provides for a simplification of the management of leases and grants the asset manager supervisory authority over the real estate ventures in the portfolio, while maintaining joint judicial and out-of-court representation of the fund. The measure seeks greater operational efficiency and flexibility, preserves governance and investor protection mechanisms, and the CVM invites comments on the adequacy of these attributions to market practice.
- PERIODIC DISCLOSURES
The proposal updates the periodic disclosure framework for FIIs, enabling the CVM, through its Securitization and Agribusiness Superintendency (Superintendência de Securitização e Agronegócio), to define and adjust monthly, quarterly, and annual reports to be published solely on the CVM's website, without being included as Supplements to Resolution 175. The measure seeks flexibility and agility, while maintaining investor protection and market supervision, with an assessment of regulatory impacts and appropriate adaptation periods.
The Notice may be accessed via this link.
Suggestions and contributions may be submitted to the Market Development Superintendency (Superintendência de Desenvolvimento de Mercado) by e-mail at [email protected] until January 30, 2026.
For further information, please contact the Financial and Capital Markets and Real Estate teams at FreitasLeite Advogados.
