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Listing in Brazil: CVM issuer registration, categories A and B, and ongoing reporting

Last verified: 2026-10-27 · Status: Stable

Only securities of a company registered with the CVM can trade on a Brazilian exchange or organized over the counter market, and the issuer must normally be an S.A. Registration comes in category A (any security, including shares) or category B (debt and other non equity securities), and the CVM must decide within 60 days of a complete file or the registration is granted automatically. Once listed, the issuer files annual accounts within 3 months, quarterly reports within 45 days and an updated reference form within 5 months of year end, and companies with revenue below R$500 million can get simplified treatment.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.3346 per US dollar for 27 October 2026. Conversions are for orientation only.

Key facts

Maximum CVM review time for issuer registration (approval on silence)	60 daysResolução CVM nº 80 art. 5, as of 2026-10-27 · in force
Deadline to file annual standardized financial statements (DFP)	3 months after year endResolução CVM nº 80 art. 30, as of 2026-10-27 · in force
Deadline to file quarterly information (ITR)	45 days after quarter endResolução CVM nº 80 art. 31, as of 2026-10-27 · in force
Deadline to update the annual reference form	5 months after year endResolução CVM nº 80 art. 25 § 1, as of 2026-10-27 · in force
Revenue ceiling for a smaller company with simplified CVM treatment	500000000 BRLLei nº 6.404 art. 294-B, as of 2026-10-27 · in force
CVM fine cap (or the greater of 2x operation, 3x gain, 2x investor loss)	50000000 BRLLei nº 6.385 art. 11 § 1, as of 2026-10-27 · in force

The rule

1. A company is open (aberta) or closed according to whether its securities are admitted to trading on the securities market. Only securities of companies registered with the CVM may be traded on the securities market, and no public distribution may take place without prior CVM registration. The CVM may classify open companies in categories by type of security traded.Lei nº 6.404 of 15 December 1976 (Corporations Law), as worded by Lei nº 10.303 of 31 October 2001, Art. 4 caput and §§ 1 to 3, 1976-12-15 official text · verified 2026-10-27

2. Trading securities on Brazilian regulated markets requires prior registration of the issuer with the CVM, which may be requested separately from any public offering. The issuer must be organized as a sociedade anônima unless the rule provides otherwise; the rule does not apply to investment funds.Resolução CVM nº 80 of 29 March 2022, as amended up to Resolução CVM nº 231/25, Art. 2 caput and §§ 1 to 3, 2022-03-29 official text · verified 2026-10-27

3. Category A allows trading of any securities of the issuer. Category B allows trading of all securities except shares, share deposit certificates and securities convertible into or giving the right to acquire them issued by the same issuer or its group. Shares and convertibles of a pre operational category A issuer can only trade among qualified investors.Resolução CVM nº 80 of 29 March 2022, Art. 3 caput and §§ 1 to 3, 2022-03-29 official text · verified 2026-10-27

4. The CVM issuer registration department must finish its review within 60 days from the filing of the last document required by Annex A, and the registration is deemed granted if it does not rule in that period. It may issue one comment letter within 20 business days, the issuer has 40 business days to answer (extendable once by 20 business days), and the CVM then has 10 business days to respond. Issuers of BDR Level I underlying securities are automatically exempt from registration.Resolução CVM nº 80, art. 5 as worded by Resolução CVM nº 162 of 13 July 2022, Arts. 5, 6 and 8, 2022-07-13 official text · verified 2026-10-27 · changed: Resolução CVM nº 162/2022 replaced the earlier 20 business day review with a 60 day maximum and automatic approval on silence.

5. Registered issuers must file periodic information through the CVM system, including the registration form, the reference form, financial statements, the standardized financial statements form (DFP) and quarterly information (ITR). The DFP is due within 3 months of year end (4 months for foreign issuers) or when the accounts are sent, whichever comes first; the ITR within 45 days after each quarter, with an auditor's special review; and the updated reference form within 5 months of year end.Resolução CVM nº 80 of 29 March 2022, Arts. 22, 25 § 1, 30 and 31, 2022-03-29 official text · verified 2026-10-27

6. A smaller company (companhia de menor porte) is one with annual gross revenue below R$500,000,000, and the CVM may give it simplified procedures for issuer registration, public offerings and other duties.Lei nº 6.404, art. 294-B as added by Lei nº 14.195 of 26 August 2021, Art. 294-B caput and § 1, 2021-08-26 official text · verified 2026-10-27

7. Breaches of the securities and corporations laws and of CVM rules can lead to warnings, fines and bans of up to 20 years. Fines may not exceed 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, and may triple for repeat offenders.Lei nº 6.385 of 7 December 1976, art. 11 as worded by Lei nº 13.506 of 13 November 2017, Art. 11 caput and §§ 1 and 2, 2017-11-13 official text · verified 2026-10-27

Category	What can trade	Typical use
A	Any securities, including shares, units and convertibles	IPO and listed equity
B	Debt and other securities, but not shares or securities convertible into shares of the group	Debenture and note issuers that do not list shares

Issuer categories (Resolução CVM nº 80 art. 3)

Worked example

Timeline for a category B debt issuer. A Brazilian S.A. owned by a foreign group files its issuer registration with all Annex A documents on day 0. The CVM may send one comment letter by business day 20; the company answers within 40 business days; the CVM replies within 10 business days, and in any case registration is deemed granted if there is no ruling within 60 days of the complete file (Resolução CVM nº 80 arts. 5 and 6). It can then run public debt offerings to a wider investor base than professional investors (see Capital markets and finance), while filing ITRs within 45 days of each quarter and the DFP within 3 months of year end.

Step by step

1. Convert or incorporate the issuer as an S.A. (Resolução CVM nº 80 art. 2 § 2).
2. Choose category A (equity) or B (debt only) and check whether simplified rules for revenue below R$500,000,000 apply (Lei nº 6.404 art. 294-B).
3. Prepare audited financial statements by a CVM registered auditor, the reference form and the other Annex A documents.
4. File the issuer registration, separately or together with an offering, and plan for up to 60 days of review after the last document.
5. For an equity listing, also meet the exchange's own listing and segment rules, which sit outside the CVM rule.
6. Once registered, build a filing calendar: ITR 45 days after each quarter, DFP 3 months after year end, reference form 5 months after year end, plus material facts as they occur.

Common traps

Counting the 60 days from the first filing. The clock runs from the last document that completes Annex A (Resolução CVM nº 80 art. 5 § 1).
Picking category B and later wanting shares listed. Category B issuers cannot have shares or convertibles traded; converting to category A needs a new request with the Annex A documents (arts. 9 and 10).
Using the old consolidated text. The CVM consolidated PDF shows superseded wording next to the current one (for example the old 20 business day review in art. 5); rely on the wording marked as given by later resolutions.
Underestimating sanctions. CVM fines can reach the greatest of R$50,000,000 or multiples of the operation, the gain or the loss (Lei nº 6.385 art. 11 § 1).

Sources

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