The review of the investment crowdfunding regulation has been included in the CVM's Regulatory Agenda for 2026, 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 set forth in CVM Resolution 88, adjusting it to recent market developments and to the greater complexity of transactions carried out through electronic investment crowdfunding platforms.
In summary, the draft rule put out for consultation addresses, among other points:
- adjustments to the disclosure regime for offerings;
- greater clarity on the duties and responsibilities of platforms;
- treatment of transactions following the fundraising;
- delimitation of the regulatory boundary for liquidity mechanisms and subsequent trading.
The submissions received in the public consultation help to identify the market's main points of concern. Without going into individual positions, a few concerns appear repeatedly:
- Post-offering matters and investor relations. Several contributions point to the need for greater standardization of procedures after the fundraising, including communications, 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 the securities and interaction with providers such as bookkeeping agents, especially in models involving intermediation or distribution "on behalf of and by order of" investors.
- Liquidity and subsequent trading. The subject of liquidity appears as a sensitive one: the market points to the importance of allowing some degree of subsequent trading, but acknowledges the risk of improperly approaching an organized market, which calls for careful regulatory design.
- Complaints, reports and internal governance. A significant portion of the contributions addresses the need for clearer and more structured procedures for handling complaints, reports and conflicts, reinforcing the expectation of institutional governance on the part of the platforms.
The outcome 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 markets, calling for clearer rules, greater predictability and better alignment among platforms, issuers and investors.
The expectation is that the new regulation will help increase legal certainty, investor confidence and the model's capacity to scale, strengthening crowdfunding as a legitimate financing and investment instrument in Brazil.
