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Capital markets and finance in Brazil: who regulates, how to raise debt and equity, and how foreign investors are taxed

Last verified: 2026-10-26 · Status: Changing

Banks and other financial institutions answer to the Central Bank (BCB), and securities offerings and issuers answer to the securities commission (CVM). Any public offering of securities needs CVM registration, but offers to professional investors go through an automatic rite with no prior review, and even unregistered companies, including Ltdas. through commercial notes, can raise debt that way. Foreign portfolio investors enter through a representative, a custodian and CVM registration, pay zero IOF on FX in and out, and pay zero income tax on federal government bonds and qualifying long term corporate bonds, but 15 percent on the newer infrastructure debentures.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.0377 per US dollar for 23 October 2026, the last business day before verification. Conversions are for orientation only.

Key facts

Selic policy rate target in force	13.75 %BCB SGS series 432 (Copom Selic target), as of 2026-10-23 · in force
Average interest rate on new credit to companies, total (free and earmarked), August 2026	19.75 % a yearBCB SGS series 20715, as of 2026-08-31 · in force
Financial system credit outstanding as a share of 12 month GDP, August 2026	55.45 % of GDPBCB SGS series 20622, as of 2026-08-31 · in force
Public securities offering needs regulator registration	Yes, CVM registration (automatic rite with no prior review for professional and many qualified investor debt offers; ordinary rite decided in up to 60 days) Lei nº 6.385 art. 19; Resolução CVM nº 160 arts. 4, 26 and 36, as of 2026-10-26 · in force
CVM maximum review period for ordinary rite registration, deemed granted if silent	60 daysResolução CVM nº 160 art. 36, as of 2026-10-26 · in force
CVM supervision fee on a public offering	0.03 % of offering value (minimum R$809.16)Lei nº 7.940 art. 4 IV and Anexo IV, as worded by Lei nº 14.317/2022, as of 2026-10-26 · in force
Financial investments above which an individual or company may declare itself a professional investor	10000000 BRLResolução CVM nº 30 art. 11 IV, as of 2026-10-26 · in force
Financial investments above which an individual or company may declare itself a qualified investor	1000000 BRLResolução CVM nº 30 art. 12 II, as of 2026-10-26 · in force
Non resident investors count as professional investors	Yes Resolução CVM nº 30 art. 11 VIII, as of 2026-10-26 · in force
IOF on FX for foreign portfolio investment in financial and capital markets, inflow and return	0 %Decreto nº 6.306 art. 15-B XVI and XVII, as of 2026-10-26 · in force
Withholding income tax on federal government bond income to non residents (not in low tax countries)	0 %Lei nº 11.312 art. 1, as of 2026-10-26 · in force
Withholding income tax on qualifying long term corporate bonds to non residents (not in low tax countries)	0 %Lei nº 12.431 art. 1, as of 2026-10-26 · in force
Withholding income tax on infrastructure debentures (Lei 14.801) paid to non residents	15 % (25% in favored tax jurisdictions)Lei nº 14.801 art. 3 § 3, as of 2026-10-26 · in force

The rule

1. Financial institutions are defined by function: public or private legal entities whose main or ancillary activity is collecting, intermediating or applying financial resources. They may operate in Brazil only with prior authorization from the Central Bank, or by decree of the Executive when they are foreign. The Central Bank grants the authorizations and supervises financial institutions, under policy set by the National Monetary Council (CMN).
Cost to do it: No fee is set in the law; the cost is the authorization process with the Central Bank and the capital and prudential rules for the type of institution. Lending from abroad to a Brazilian company is not banking activity in Brazil and runs on the FX and SCE-Crédito rules instead (see FX and capital controls).Lei nº 4.595 of 31 December 1964 (National Financial System), Art. 4 caput; art. 10, items IX and X; art. 17 caput; art. 18 caput, 1964-12-31 official text · verified 2026-10-26

2. No public issue of securities may be distributed in the market without prior registration with the CVM. Only securities of companies registered with the CVM may trade on an exchange or organized over the counter market. CVM fines may reach the greatest of R$50,000,000, twice the value of the irregular issue or operation, three times the gain obtained or loss avoided, or twice the loss caused to investors.
Cost to do it: Exposure for an unregistered public offering: fines up to the greatest of the four caps in art. 11 § 1.
Example: Maximum fixed cap of R$50,000,000 per infraction, or more if twice the irregular issue is larger. / About US$9,925,164 at PTAX R$5.0377.Lei nº 6.385 of 7 December 1976 (securities market and CVM); art. 11 § 1 as worded by Lei nº 13.506 of 2017, Art. 19 caput; art. 21 caput and § 1; art. 11 § 1, 1976-12-07 official text · verified 2026-10-26

3. Every public offering aimed at investors resident in Brazil must be registered with the CVM, or exempted, and must be led by at least one registered coordinator. A communication that reaches many recipients to raise interest in specific securities is a public offering, including through websites, social networks or apps. Registration follows the automatic rite, with no prior CVM review, for the cases in art. 26, including non convertible debentures and other debt of issuers registered in Categories A and B offered only to professional or qualified investors, and debt of issuers not registered with the CVM. Offers by unregistered issuers may only target professional investors. In the ordinary rite the CVM has 60 days from filing of all documents to decide, and registration is granted automatically if it does not respond.
Cost to do it: CVM supervision fee of 0.03 percent of the offering (see the fee rule below), plus coordinator, legal, rating, trustee and bookkeeping fees, which are negotiated and not set by regulation.Resolução CVM nº 160 of 13 July 2022, as amended by Resoluções CVM nº 173/22, 180/23, 183/23, 208/24 and 226/25, Arts. 3, 4, 5, 25 § 2, 26 (items IV, V and X) and 36, 2022-07-13 official text · verified 2026-10-26 · changed: In force from 2 January 2023, Resolução CVM nº 160 replaced Instruções CVM nº 400 and 476 with a single regime: offers to professional investors that used the restricted effort exemption of Instrução 476 now obtain automatic registration through the CVM SRE system.

4. Securities bought in automatic rite offers are subject to resale limits on regulated markets. Simple debentures and securitization notes of registered issuers sold only to professional investors may be resold to qualified investors after 6 months and to the general public after 1 year; if sold only to qualified investors, to the general public after 6 months. Debt of an issuer not registered with the CVM may be resold only to professional investors, and the issuer must meet the art. 89 disclosure duties. Incentivized infrastructure debentures issued under Lei nº 12.431 may be resold only to qualified investors.Resolução CVM nº 160, as amended by Resoluções CVM nº 180/23 and 208/24, Art. 86, items II to V; art. 89, 2022-07-13 official text · verified 2026-10-26

5. Professional investors include financial institutions, insurers, pension entities, investment funds, non resident investors, and individuals or companies with financial investments above R$10,000,000 who sign a written statement. Qualified investors include professional investors and individuals or companies with financial investments above R$1,000,000 who sign a written statement.
Example: Professional threshold above R$10,000,000; qualified threshold above R$1,000,000 in financial investments. / About US$1,985,033 and US$198,503 at PTAX R$5.0377.Resolução CVM nº 30 of 11 May 2021, as amended by Resoluções CVM nº 162/22 and 179/23, Art. 11, items I to IX; art. 12, items I and II, 2021-05-11 official text · verified 2026-10-26

6. Sociedades anônimas, sociedades limitadas and cooperatives may issue the nota comercial, a book entry debt security not convertible into shares, issued only through institutions authorized to provide bookkeeping services. It is an extrajudicial enforceable instrument based on the bookkeeper's or central depositary's certificate. The decision to issue belongs to the management bodies or administrator, as the company's constitutive act provides.
Cost to do it: Bookkeeping agent fees, negotiated; if offered publicly, the CVM fee of 0.03 percent of the offering and the Resolução CVM nº 160 regime apply.Lei nº 14.195 of 26 August 2021, Arts. 45, 46, 48 and 49, 2021-08-26 official text · verified 2026-10-26

7. Offerors of securities pay the CVM supervision fee on each public offering, whether or not it requires registration, at 0.03 percent of the offering value with a minimum of R$809.16. For offerings subject to registration it is paid when the registration request is filed; for exempt offerings, when the offering closes successfully. Listed companies also pay an annual fee by net worth band. The R$ amounts are those written in the law as worded in 2022; earlier fee tables were updated by Ministry of Finance ordinances (Portarias MF 705/2015, 43/2017 and 493/2017), so check the current amount on the CVM fee page before paying. Lei nº 14.317 is also challenged at the Supreme Court in ADI 7.791: on 25 May 2026 the full court confirmed an injunction sending future fee revenue to the CVM, without changing the amounts, and the final judgment is pending.
Cost to do it: 0.03 percent of the offering, minimum R$809.16 (about US$161). Amounts as written in the law; confirm the current figure with the CVM.
Example: R$500,000,000 debenture offering: fee R$150,000. R$2,000,000 commercial note offering: 0.03 percent is R$600, so the R$809.16 minimum applies. / About US$29,775 on an offering of about US$99,251,642; the minimum is about US$161.Lei nº 7.940 of 20 December 1989, as worded by Lei nº 14.317 of 29 March 2022, Art. 3, items II and XVII; art. 4, items III and IV; art. 5, item II; Anexo I and Anexo IV, 2022-03-29 official text · verified 2026-10-26

8. Non resident investors in the Brazilian financial and capital markets may invest in the same instruments and modalities available to residents. Before starting, they must appoint one or more representatives in Brazil and obtain registration with the CVM, and their assets must be held in custody with an authorized institution. Individuals have exemptions from the representative and CVM registration duties in the cases of art. 16. The regime took effect on 1 January 2025 and revoked Resolução CMN nº 4.373 of 2014.
Cost to do it: No regulatory fee is set in the resolution; representative and custody fees are charged by the chosen institutions.Resolução Conjunta nº 13 of 3 December 2024 (Banco Central do Brasil and CVM), Arts. 1, 5, 6 (items I and II), 9 (item II), 16, 27 (item III) and 28, 2024-12-03 official text · verified 2026-10-26 · changed: Resolução Conjunta nº 13, in force from 1 January 2025, replaced Resolução CMN nº 4.373 of 29 September 2014 and the related Central Bank rules as the framework for foreign portfolio investment.

9. FX transactions by a foreign investor to bring funds into Brazil for investment in the financial and capital markets, and to return those funds, bear IOF at zero.
Cost to do it: Zero IOF on the FX contract both ways; only the bank spread applies. IOF rates can be changed by decree, so check the rate on the date of each contract.Decreto nº 6.306 of 14 December 2007 (IOF regulation), art. 15-B items included by Decreto nº 8.325 of 2014, Art. 15-B, items XVI and XVII, 2014-10-07 official text · verified 2026-10-26

10. Income from federal government bonds paid, credited or remitted to a beneficiary resident or domiciled abroad bears income tax at zero, except for residents of countries that do not tax income or tax it at a maximum rate below 20 percent. The zero rate applies only to operations made under CMN rules, extends to funds exclusive to non residents holding at least 98 percent in government bonds, and does not apply to bonds bought with a resale commitment.
Cost to do it: Zero withholding for qualifying non residents.
Example: Interest of R$1,000,000 on federal bonds to a foreign fund: income tax R$0, IOF R$0 on the FX out. / About US$198,503 received gross and net.Lei nº 11.312 of 27 June 2006, Art. 1 caput and § 1, items I to III, 2006-06-27 official text · verified 2026-10-26

11. Income paid to residents abroad on securities publicly distributed by non financial private companies bears income tax at zero, except for residents of countries that do not tax income or tax it below 20 percent. The securities must pay a fixed rate or a rate tied to a price index or the TR, with no floating rate, and cumulatively have a weighted average term over 4 years, no repurchase or early redemption by the issuer or a related party in the first 2 years except as the CMN allows, no resale commitment by the buyer, periodic interest at intervals of at least 180 days, registration in a system authorized by the Central Bank or CVM, and a simplified procedure showing that proceeds go to investment projects.
Cost to do it: Zero withholding for qualifying non residents on qualifying bonds.
Example: Interest of R$1,000,000 on a qualifying Lei 12.431 debenture to a foreign investor: income tax R$0. / About US$198,503 received with no withholding.Lei nº 12.431 of 24 June 2011, art. 1 as worded by Lei nº 12.844 of 2013, Art. 1 caput, item I, and § 1, items I to VI, 2011-06-24 official text · verified 2026-10-26

12. Concession holders, permit and authorization holders, lessees and special purpose companies may issue infrastructure debentures for priority infrastructure projects from 10 January 2024 until 31 December 2030. Holders are taxed at the normal fixed income rates and the Lei nº 12.431 zero rate does not apply. Beneficiaries abroad pay 15 percent, or 25 percent if resident in a favored tax jurisdiction or under a privileged tax regime under Lei nº 9.430 arts. 24 and 24-A. The issuer may deduct the interest and also exclude 30 percent of the interest from the IRPJ and CSLL base, except in abusive arrangements. For companies in research, mining, processing and transformation of critical or strategic minerals, annual gross revenue may not exceed R$5,000,000,000.
Cost to do it: 15 percent withholding for non residents (25 percent for favored tax jurisdictions); for the issuer, an extra exclusion of 30 percent of interest from the IRPJ and CSLL base.
Example: Interest of R$1,000,000 to a foreign holder: R$150,000 withheld (R$250,000 in a favored tax jurisdiction). An issuer paying R$10,000,000 of interest deducts it and also excludes R$3,000,000 from the IRPJ and CSLL base. / About US$29,775 withheld on US$198,503 of interest (US$49,626 at 25 percent); issuer exclusion of about US$595,510 on US$1,985,033 of interest.Lei nº 14.801 of 9 January 2024; art. 2 §§ 2 and 10 as amended by Lei nº 15.506 of 16 September 2026, Art. 2 caput, § 5 and § 10; art. 3 caput, §§ 2 and 3; art. 6, items I and II and § 3, 2024-01-09 official text · verified 2026-10-26 · changed: Lei nº 15.506 of 16 September 2026, the National Policy on Critical and Strategic Minerals, amended art. 2 § 2 item II to favor projects that process critical and strategic minerals for the energy transition and added the R$5,000,000,000 revenue cap in § 10.

Offering	Rite	Resale to qualified investors	Resale to the general public
Simple debentures of a CVM registered issuer, professional investors only	Automatic	After 6 months	After 1 year
Simple debentures of a CVM registered issuer, qualified investors only	Automatic	Free among qualified investors	After 6 months
Debt of an issuer not registered with the CVM (including commercial notes of an Ltda.)	Automatic, professional investors only	Not allowed; professional investors only	Not allowed
Incentivized debentures under Lei nº 12.431	Automatic, qualified investors only	Allowed	Not allowed
Offer to the general public by a registered issuer outside the art. 26 cases	Ordinary, up to 60 days of CVM review	No restriction	No restriction

Who can buy a debt offering and when it can be resold on regulated markets (Resolução CVM nº 160 arts. 25 § 2, 26 and 86; Resolução CVM nº 30 arts. 11 and 12).

Instrument	Income tax withheld	IOF on FX in and out
Federal government bonds	Zero	Zero
Qualifying corporate bonds of non financial companies under Lei nº 12.431	Zero	Zero
Infrastructure debentures under Lei nº 14.801	15 percent (25 percent in favored tax jurisdictions)	Zero

Tax and IOF for a non resident portfolio investor not in a low tax country (Lei nº 11.312 art. 1; Lei nº 12.431 art. 1; Lei nº 14.801 art. 3 § 3; Decreto nº 6.306 art. 15-B XVI and XVII).

Worked example

Raising local debt without listing. A Brazilian Ltda. owned by a foreign group wants R$50,000,000 (about US$9,925,164) of three year local currency funding. As an Ltda. it can issue a nota comercial through a bookkeeping agent (Lei nº 14.195 arts. 45 and 46). Because it is not registered with the CVM, the offer must target professional investors only and follows the automatic rite with no prior CVM review (Resolução CVM nº 160 arts. 25 § 2 and 26 X). It pays the CVM fee of 0.03 percent, R$15,000 (about US$2,978), when it files (Lei nº 7.940 art. 5 II and Anexo IV). Buyers can only resell to other professional investors (art. 86 V).
Foreign fund buying Brazilian bonds. A foreign fund, not in a low tax country, appoints a representative and custodian in Brazil and registers with the CVM (Resolução Conjunta nº 13 arts. 6 and 9). It converts US$1,985,033 into R$10,000,000 with zero IOF (Decreto nº 6.306 art. 15-B XVI). If it earns R$1,000,000 (about US$198,503) of interest on federal bonds, income tax is zero (Lei nº 11.312 art. 1); on a qualifying Lei nº 12.431 debenture, also zero; on a Lei nº 14.801 infrastructure debenture, 15 percent, R$150,000 (about US$29,775). Repatriation of the funds bears zero IOF (art. 15-B XVII).
Infrastructure issuer. A concession company issues Lei nº 14.801 infrastructure debentures and pays R$10,000,000 (about US$1,985,033) of interest in a year. It deducts the interest and also excludes R$3,000,000 (about US$595,510), 30 percent of the interest, from its IRPJ and CSLL base (Lei nº 14.801 art. 6), as long as the issue is made by 31 December 2030 (art. 2 § 5).

Step by step

1. Decide whether you need a regulated activity. Lending as a business or taking deposits in Brazil needs Central Bank authorization (Lei nº 4.595 art. 18); intercompany loans from abroad do not, but must follow the FX and SCE-Crédito rules (see FX and capital controls).
2. For local debt, choose the instrument: debentures for an S.A., nota comercial for an Ltda., S.A. or cooperative (Lei nº 14.195 art. 46), or a bank loan.
3. Pick the target investors. Professional investors (above R$10,000,000 of investments, institutions and all non residents) allow the automatic rite and the lightest documents; qualified investors (above R$1,000,000) and the general public bring more requirements (Resolução CVM nº 30 arts. 11 and 12; Resolução CVM nº 160 art. 26).
4. Hire a registered coordinator, a bookkeeping agent and, where required, a fiduciary agent, and file through the CVM SRE system; pay the 0.03 percent CVM fee on filing (Resolução CVM nº 160 arts. 5 and 25; Lei nº 7.940 art. 5).
5. For an IPO or an offer to the general public outside the automatic cases, register as an issuer and expect up to 60 days of CVM review after filing all documents (Lei nº 6.385 art. 21; Resolução CVM nº 160 art. 36).
6. For infrastructure, confirm the project is designated as a priority by the relevant ministry, then choose between Lei nº 12.431 incentivized debentures (zero tax for foreign and individual buyers) and Lei nº 14.801 infrastructure debentures (issuer tax benefit, buyers taxed normally).
7. Foreign portfolio investors: appoint a representative, open custody, register with the CVM, and convert with an authorized FX bank; then check each instrument's withholding rate before buying (Resolução Conjunta nº 13; Lei nº 11.312; Lei nº 12.431).

Common traps

Treating a marketing push as private. Communication through websites, social networks, apps or standardized mass messages aimed at undetermined investors is a public offering and needs CVM registration or exemption (Resolução CVM nº 160 art. 3 § 1), with fines up to R$50,000,000 or more (Lei nº 6.385 art. 11 § 1).
Planning a retail sale of debt from an unregistered company. Offers by issuers not registered with the CVM can only go to professional investors, and resale stays limited to professional investors (Resolução CVM nº 160 arts. 25 § 2 and 86 V).
Mixing up the two infrastructure regimes. The zero rate for non residents is in Lei nº 12.431; Lei nº 14.801 infrastructure debentures pay 15 percent to foreign holders, 25 percent in favored tax jurisdictions, and art. 3 § 2 expressly excludes the zero rate.
Assuming every foreign investor gets the zero rates. Lei nº 11.312 and Lei nº 12.431 exclude residents of countries that do not tax income or tax it below 20 percent, and Lei nº 11.312 excludes bonds bought under a resale commitment.
Breaking the Lei nº 12.431 conditions. A floating rate, an average term of 4 years or less, interest paid more often than every 180 days, or an issuer buyback in the first 2 years outside CMN rules takes the bond out of the zero rate (art. 1 § 1).
Missing the 2030 window. Lei nº 14.801 infrastructure debentures must be issued by 31 December 2030 (art. 2 § 5).
Ignoring the cost of local credit. The average rate on new credit to companies was 19.75 percent a year in August 2026 against a Selic target of 13.75 percent (BCB SGS series 20715 and 432), so compare offshore intercompany funding, using the IOF and SCE-Crédito rules in FX and capital controls.
Copying Argentine market habits. Argentine investors and issuers dealing with Brazil follow the Brazilian rules above as non residents; the Argentine side runs on its own FX and securities rules, and treaty relief depends on the Brazil and Argentina treaty (see Tax treaties and The Argentine Thread guide).
Taking the CVM fee amounts as final. The R$809.16 minimum and the other R$ amounts are as written in Lei nº 7.940 after Lei nº 14.317; past tables were updated by Ministry of Finance ordinances, and ADI 7.791 against Lei nº 14.317 is still pending at the Supreme Court, so confirm the amount on the CVM fee page when filing.

Sources

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