Authors: Marcelo De Callis and Guilherme Teles
The review of investment crowdfunding regulation has been included in the CVM's 2026 Regulatory Agenda, and the first step has already been taken: Public Consultation SDM 05/2025, which received market contributions until January 23, 2026.
The proposal submitted for consultation aims to replace the regime currently provided for in CVM Resolution 88, adapting it to recent market developments and the greater complexity of transactions carried out through electronic crowdfunding investment platforms.
In summary, the draft submitted for consultation addresses, among other points:
- adjustments to the offering disclosure regime;
- greater clarity on the platforms' duties and responsibilities;
- treatment of post-fundraising transactions;
- delimitation of the regulatory boundary for liquidity mechanisms and secondary trading.
The submissions received in the public consultation help to understand where the market's main concerns lie. Without going into individual positions, some concerns appear repeatedly:
• Post-offering and investor relations. Several contributions highlight the need for greater standardization of post-fundraising procedures, including communication, handling of material events and decision-making governance.
• Traceability and operational architecture. There are questions about how to efficiently structure investor identification, limit controls, ownership of securities and interaction with service providers such as registrars, especially in models with intermediation or distribution "por conta e ordem" [on behalf of clients].
• Liquidity and secondary trading. Liquidity is a sensitive topic: the market points to the importance of allowing some degree of subsequent trading, but recognizes the risk of undue proximity to an organized market, which requires careful regulatory design.
• Complaints, reports and internal governance. A significant share of the contributions addresses the need for clearer and more structured procedures for handling complaints, reports and disputes, reinforcing the expectation of institutional governance at platforms.
The overall result of the process is positive. The public consultation shows that crowdfunding is no longer an experimental mechanism and now occupies a relevant place in the Brazilian capital market, demanding clearer rules, greater predictability and better alignment between platforms, issuers and investors.
The new regulation is expected to help increase legal certainty, investor confidence and the model's capacity to scale, strengthening crowdfunding as a legitimate financing and investment instrument in Brazil.
