The Facilitation of Access to Capital and Listing Incentives Regime (FÁCIL Regime) took effect on 16 March 2026 under CVM Resolutions No. 232/2025 and No. 236/2025.
The new framework simplifies capital markets access for smaller companies through proportionate regulation and lower compliance costs.
The main features of the FÁCIL Regime include:
- Application only to Brazilian issuers
- Eligibility limited to companies with annual gross revenue below BRL 500 million, based on consolidated financial statements for the most recent fiscal year
- Revenue analysis focused only the Brazilian issuer, which may exclude revenues generated by foreign operations depending on the group’s corporate and accounting structure
- Public offerings are capped at BRL 300 million over a 12-month period
- Simplified listing and public offering requirements
- Reduced disclosure obligations for certain offerings aimed at professional investors, including the possibility of disclosing only the most recent annual financial statements
- Introduction of the FÁCIL Form, which replaces traditional documents such as the prospectus and reference form, as well as Semiannual Information (ISEM), which replaces part of the periodic disclosure requirements
- More flexible website disclosure requirements
Practical Implications
The regime is expected to encourage new listings and expand funding alternatives for smaller companies while diversifying the profile of issuers in the Brazilian market and maintaining transparency and investor protection standards.
Recommended Next Steps
Companies considering access to capital markets under the FÁCIL Regime should:
- Confirm eligibility requirements
- Review group structures involving foreign operations
- Assess fundraising limits
- Review applicable disclosure obligations
- Evaluate whether the proposed offering structure aligns with the new framework
Glossary:
CVM (Brazilian Securities and Exchange Commission) – Brazil’s securities regulator responsible for overseeing capital markets, public offerings, and listed companies
FÁCIL Regime – Special regulatory framework designed to simplify capital markets access for smaller Brazilian companies through reduced compliance requirements
Brazilian issuers – Companies incorporated in Brazil that are eligible to access the FÁCIL framework
BRL 500 million threshold – Maximum annual gross revenue limit for eligibility under the regime
BRL 300 million cap – Maximum amount that can be raised through public offerings within a 12-month period under the regime
Professional investors – Investor category under Brazilian securities regulation that includes institutions and individuals meeting specific regulatory thresholds
FÁCIL Form – Simplified disclosure document that replaces traditional offering documents under the new regime
Reference Form – Comprehensive disclosure document typically required under Brazil’s traditional capital markets framework
Semiannual Information (ISEM) – Simplified periodic disclosure requirement introduced under the FÁCIL Regime
