meta_id 3492087

On September 14, 2026, Brazil's Securities Commission (CVM) issued its Annual Circular 2026 through the Securities Regulation Department (SRE). The circular provides general guidance on procedures that issuers, offerers, and intermediaries must observe when conducting public offerings of securities. The annual circular serves as a key compliance instrument for market participants engaged in public securities offerings in Brazil. It establishes procedural requirements and best practices that issuers and intermediaries must follow to ensure compliance with CVM regulations and maintain orderly market operations. It consolidates all prior SRE annual circulars, with the exception of circulars specifically addressing coordinator registration and the SRE System for registration of public offerings. Key points of the circular are: Communication with the SRE and procedural rules: All documents submitted in ordinary registration proceedings must be filed via the SRE System.  Documents submitted via the SRE System by 11:59pm on a given day are treated as filed on that day. Offering timelines and disclosure obligations: Public offerings are divided into the "market offering period" (commencing with the market notice) and the "distribution period" (commencing with the announcement of the start of distribution). The market notice, start announcement, and closing announcement must each be filed in the SRE System promptly. Regulatory supervision fees: The supervision fee of 0.03% of the total offering amount (minimum R$809.16) is payable at the time of registration request. The fee applies to the total offering amount including additional and supplementary lots. For primary and secondary offerings, each party must pay separately. Restitution requests may only be filed after the offering has closed. Investor profile suitability: Offering coordinators must verify not only suitability under CVM rules but also any other restrictions applicable to the target investor class, and must ensure that investors accessed in the offering are eligible to acquire the securities being offered. Automatic registration: Offerings eligible for automatic registration do not require prior CVM analysis. Offerings to professional investors must remain in the market offering phase for at least three business days if a market notice is used, or in distribution for at least three business days if no market offering phase is adopted. Revocation of automatically registered offerings does not require prior SRE approval but must be grounded in a substantial, subsequent, and unforeseeable change in circumstances. Series re-openings: Automatic registration for series reopening offerings directed at the general public is available only for non-convertible debentures of registered operational issuers and securitization certificates backed by a single issuer's debt, subject to conditions including identical terms, same target public, prior provision in the original issuance instrument, and updated prospectus and summary sheet. Reserved analysis: Issuers may request that ordinary registration proceedings be kept confidential, provided they justify the need for confidentiality. Prospectus content: Specific guidance is provided on the preparation of preliminary and definitive prospectuses, covering cover pages, risk factors, timetables, capital composition, conflicts of interest, distribution contracts, and statistical information on receivables for corporate certificates. Advertising materials: Advertising materials must be consistent with the prospectus, use measured language, and observe transparency and equal access principles. Virtual roadshows and live events are subject to the same requirements as written materials. Fund offerings: Guidance is provided on the use of proceeds from fund offerings in conflict of interest situations, the role of portfolio administrators acting as distributors, pre-emptive rights in closed-ended fund offerings, and private placement of fund units. Debentures and securitization: Specific guidance covers incentivized and infrastructure debentures, corporate issuers structured as limited liability companies, CRI and CRA offerings, FIC-FIDCs, CRA backed by CDCA, and chronograms for multi-series offerings. This annual guidance is essential for market participants to understand current CVM expectations and any updates to procedures or requirements for the year ahead. Issuers, offerers, and intermediaries should review the circular in detail to ensure their offering processes align with CVM requirements. The circular remains available on the CVM website for reference and implementation by all relevant market participants.