Brazil’s capital market continues to mature under the supervision of the Securities and Exchange Commission of Brazil (CVM), the independent federal agency responsible for regulating the sector. Seeking to strengthen legal certainty, curb improper practices and bring the domestic market closer to international governance standards, the CVM issued Resolution No. 245, which makes targeted amendments to CVM Resolution No. 50. The changes impose stricter requirements on transactions carried out by non-resident investors and broaden the oversight responsibilities assigned to intermediaries and custodians in Brazil.
The new resolution forms part of Brazil’s follow-up to its most recent mutual evaluation by the Financial Action Task Force (FATF) and is intended to give full effect to Recommendation 19. The update focuses on combating money laundering, terrorist financing and the financing of the proliferation of weapons of mass destruction (AML/CFT/CPF). In force since 15 July 2026, the measure seeks to safeguard the integrity of Brazil’s financial system and strengthen the confidence of institutional investors and foreign corporations in the Brazilian securities market.
The most significant change introduced by the new resolution is the addition of Article 17-A to CVM Resolution No. 50. The new provision now requires additional enhanced due diligence (EDD) procedures for clients classified as NRIs from jurisdictions that do not adequately apply the FATF Recommendations. Intermediaries must therefore apply stricter criteria to mitigate the risks associated with these capital flows.
The enhanced scrutiny extends beyond the direct investor. Monitoring duties also cover clients with direct or indirect links to complex corporate structures, cross-border chains of control, attorneys-in-fact, representatives or ultimate beneficial owners (UBOs), where any of these are connected to high-risk jurisdictions.
Given the urgency and preventive nature of the amendment, which is intended to protect the reputation of Brazil’s capital market, the CVM waived the regulatory impact assessment (RIA) and public consultation, procedures normally required before new rules are issued. The CVM clarified that Resolution No. 245 is a targeted, emergency measure and should not be confused with the broader reviews already included in its 2026 Regulatory Agenda.
The CVM’s initiative is part of a broader regulatory movement also reflected in measures adopted by the Central Bank of Brazil (BCB). Through BCB Resolutions Nos. 519, 520, 521 and 561, the BCB consolidated the regulatory framework for virtual assets and the foreign exchange market. It also regulated virtual asset service providers (VASPs), established proof-of-reserves requirements and prohibited the use of virtual assets to settle eFX transactions. The CVM is moving in the same direction, seeking to eliminate gray areas, opacity in chains of control, and regulatory loopholes in Brazil’s financial market.
From an operational perspective, the stricter rules impose more demanding compliance obligations on local institutions and on the international investors themselves. Intermediaries will be required to trace the origin and destination of funds, map ownership structures through to the natural person who is the ultimate beneficial owner, and submit periodic reports to the regulator. This increased transparency is intended to make it harder to rely on corporate vehicles lacking economic substance, or on intermediaries based in non-cooperative jurisdictions.
Practical Changes
The changes reinforce the trend toward greater transparency and closer alignment of the Brazilian market with international governance standards. For long-term foreign investors, private equity funds and venture capital managers, clearer rules tend to reduce legal uncertainty and reputational risk in local transactions. Compliance costs are likely to rise, but the market expects greater regulatory predictability to support cross-border transactions, M&A activity and, more broadly, a stronger business environment in Brazil.
Glossary
non-resident investor: An investor residing, headquartered or organized outside Brazil for purposes of investing in the Brazilian financial and capital markets.
Regulatory Impact Assessment (RIA): A formal assessment of the expected effects of a proposed regulation before it is issued.
virtual asset service provider (VASP): An entity that provides regulated services involving virtual assets, such as exchange, transfer, custody or administration.
proof of reserves: A mechanism used to demonstrate that a virtual asset service provider holds sufficient assets to support customer balances or other liabilities.
eFX transaction: An electronic foreign exchange transaction conducted through systems or platforms that facilitate currency conversion or cross-border payments.
non-cooperative jurisdiction: A jurisdiction identified as failing to cooperate adequately with internationally recognized standards or requirements, particularly in areas such as financial transparency and anti-money laundering.
