Authors: Marcelo De Callis and Guilherme Teles
The review of crowdfunding regulation may represent a strategic window for those intending to enter the sector in the coming months. The current rule remains in force, while the direction of the future rule - already outlined in the public consultation and in the CVM's 2026 regulatory agenda - is clear enough to guide structuring decisions.
This allows entry to take place under the current regime while already incorporating the institutional standard likely to prevail: greater emphasis on operational governance, consistency of information, traceability and post-offering discipline.
In practical terms, there are three paths for new entrants:
• M&A - Acquisition of an already registered platform. This accelerates time-to-market but transfers the risk of the operating history: post-fundraising processes, communications governance, data architecture and any disclosure liabilities.
• Greenfield structuring. This allows the operation to be designed from the outset taking into account the regulatory direction already identified, reducing the likelihood of structural adjustments in the short term.
• Associative models or partnerships. These require a clear delimitation of regulatory responsibilities and effective control over the operation, at the risk of excessive dependence on third parties.
The central question is not only the timing of entry, but the architecture under which one intends to compete in a market that is likely to become more standardized and predictable.
