Legislation

ABVCAP brings together and makes available legislation and standards that regulate the activities of the PE and VC industry in Brazil.

Legislation

The regulation of private equity funds in Brazil is conducted by the CVM, which has established specific standards for the sector since 1994, with important milestones such as CVM Instruction 391/2003 and, more recently, the consolidation of regulations in Annex IV of CVM Resolution 175/2023. Furthermore, other relevant standards are issued by agencies such as the Central Bank, CMN, PREVIC, and SUSEP, which also impact private equity transactions. In the tax area, ABVCAP monitors the developments of the reform approved in 2023 to avoid negative impacts on the sector. The legislative content also includes relevant case law and technical articles produced by members, which delve into important regulatory discussions for the industry.

Ricardo Vieira, partner at Barcellos Tucunduva Advogados (BTLAW), analyzes the main changes brought about by Ordinance No. 8,780 of December 16, 2024, from the MCTI, which defines and regulates the way in which incentivized resources from Law No. 8,248/1991 (IT Law) are invested in equity investment funds (FIP) intended for the capitalization of technology-based companies.

Provides for the application of resources from the social security schemes established by the Union, the States, the Federal District and the Municipalities.

It establishes the rules governing the application of resources from technical reserves, provisions and funds of insurance companies, capitalization companies, open supplementary pension entities and local reinsurers, on the application of resources required in the country to guarantee the obligations of admitted reinsurers and on the portfolio of Individual Programmed Retirement Funds (Fapi).

Provides guidelines for the application of resources guaranteeing plans administered by closed supplementary pension entities.

Regulates the concepts of investment entity and credit rights for the purposes of the provisions of art. 19 and art. 23 of Law No. 14,754, of December 12, 2023, and in § 7 of art. 3 of Law No. 11,312, of June 27, 2006, included by art. 15 of Law No. 14,711, of October 30, 2023.

Regulates the application in investment funds authorized by the Brazilian Securities and Exchange Commission (CVM) that are intended for the capitalization of technology-based companies, with headquarters or main activity in the Western Amazon or in the State of Amapá, as referred to in art. 2, § 4, item III, of Law No. 8,387, of December 30, 1991, and art. 5, § 1, item III, of Decree No. 10,521, of October 15, 2020.

Provides for the preparation and disclosure of the financial statements of Equity Investment Funds.

Establishes the constitution, operation, and disclosure of information of investment funds, as well as the provision of services for them, and repeals the rules it specifies. Click Learn More to access the consolidated document, with changes made after its original publication.

Provides specific rules for equity investment funds – FIP.

Provides for investment by non-residents in the financial market and the securities market.

It makes specific adjustments to CVM Resolutions No. 80, of March 29, 2022, and CVM No. 166, of September 1, 2022, of an accessory and complementary nature to the changes brought by CVM Resolution 232, which concentrates the main measures inherent to FÁCIL - the regime for Facilitating Access to Capital and Incentives for Listings, effective January 2, 2026.

Ricardo Vieira, partner at Barcellos Tucunduva Advogados (BTLAW), highlights the substantial changes brought about by the publication of Joint Ordinance MDIC/SUFRAMA No. 1, of November 22, 2024, already in force, which regulates the application of resources by companies benefiting from the exemption from Tax on Industrialized Products (IPI) provided for in art. 9 of Decree-Law No. 288/67 in equity investment funds (FIP) intended for the capitalization of technology-based companies with headquarters or main activity in the Western Amazon or in the State of Amapá.