[Last updated: 1 January 2024, unless otherwise noted]

The requirements for periodic and continuous disclosure of information vary between domestic and foreign issuers (and, in the latter case, depending on whether a listing is conducted under a Level I BDR program or a Level II or III program).

Regular periodic reporting obligations

The CVM Resolution 80/22 sets forth the registration process for issuers of publicly-held companies in Brazil and the disclosure of periodic information regarding their corporate acts, financial and economic situation.

In summary, the ordinary and periodic disclosures of information are as follows (both equally applicable to foreign or domestic companies):

• Registration Form (Formulário Cadastral). This form contains general registration information about the issuer and should be updated annually. However, certain changes to this form must be communicated within seven business days, as detailed in CVM Resolution 80/22.
• Reference Form (Formulário de Referência). It must be made available by the corporation within five months following the end of the fiscal year. The information disclosed in this form must cover the last fiscal year (or the three prior fiscal years, if it is the first Reference Form filed in the context of an IPO). Changes with respect to certain information provided in this form must be communicated to the CVM within seven business days, as detailed in CVM Resolution 80/22.
• Quarterly filings (ITR). These filings must be made available by the corporation within 45 days following the end of the quarter or on the date of disclosure to its shareholders, if earlier.
• Financial information and the standard financial information form (DFP). This information must be made available by the corporation within three months following the end of the fiscal year or on the same day the information is published in the press, if earlier. For foreign issuers, this term is extended to four months. The DFP form, which must be submitted together with the financial statements, provides specific information about the company's financial situation.
• Corporate information. This category of information addresses a variety of items, including:
  • Call notices for shareholders' meetings, which must be disclosed on the date of their publication in the press.
  • Summary of decisions taken at the shareholders' meetings, which must be disclosed on the same day as the meeting.
  • Minutes of the shareholders' meetings, which must be disclosed within seven business days after they take place.

Extraordinary events that are considered to be material facts regarding the company's operation that may impact the value of its traded securities must also be disclosed to the market by the corporation, in accordance with strict disclosure rules currently in force.

The required reporting includes the disclosure of all important decisions taken in shareholders' meetings. Any decisions made by the controlling shareholder, by the general assembly or by the management must be disclosed, regarding (among other matters) the pricing of the issued securities, investors' decisions related to the company, agreements executed by the company regarding the transfer of shares, shareholders' agreements, negotiation of debts, cancellation of the company's registration, merger or corporate reorganizations and changes of the projects implemented by the company.

Furthermore, depending on the listing segment in which the issuer is listed, there are some additional regular periodic reporting obligations.

Level I: Periodic disclosure

Under a Level I BDR program, the Brazilian local depositary institution is required to provide the disclosure of certain periodical information:

• Material facts and notices to the market.
• Call notices for securities holders' meetings.
• General notices to the securities holders.
• Resolutions of shareholders' and management meetings, or of corporate bodies with equivalent functions, in accordance with the legislation in the company's country of origin.
• Company financial statements, which do not need to be converted into BRL or reconciled to applicable Brazilian legislation.

 Level II or III: Continuous disclosure

A foreign company listed in Brazil under either a Level II or a Level III BDR program is subject to a continuous disclosure, which is similar to the disclosure requirements normally applicable for domestic issuers.

Financial statements

A publicly-held company is required to disclose on a quarterly and annual basis its:

• Balance sheet.
• Profit and loss statement.
• Cash flow statement.
• Changes in shareholder equity statement.
• Value Added Statement.

Accounting standards. Since December 2010, Brazilian listed corporations and foreign companies sponsoring either a Level II or a Level III BDR Program have been required to prepare their financial statements based on the IFRS accounting standards, as issued by the IASB and as approved by the CVM for application in the Brazilian market.

Level I. For a Level I BDR program, the disclosure of the financial statements in the Brazilian market must occur simultaneously with the disclosure of the same information in the jurisdiction of origin of the foreign company.

Domestic Companies, Level II or III BDR program companies. The audited financial statements of a Brazilian listed corporation or a foreign company sponsoring either a Level II or a Level III BDR program are required to be disclosed annually along with the Reference Form and, on a limited-review basis, the quarterly interim financial statements in the ITR Form, as provided below:

• Financial information and the standard financial statement form. These must be made available by the corporation within three months following the end of the fiscal year or on the same day they are published in the press, if earlier. For foreign issuers, this term is extended to four months, whilst for domestic issuers the term is three months.
• Quarterly information form. The company must make this form available within 45 days following the end of the quarter or on the same date of disclosure to its shareholders, if earlier.

Insider dealing and market manipulation

In Brazil, insider trading and market manipulation are both criminal and administrative offences. The CVM may impose penalties (such as fines, suspension of rights to perform management acts and arrest) on a company whose controlling shareholders and/or management disclose important information regarding the company and its business.

In accordance with Brazilian laws, the use of relevant information that should have been kept secret, if disclosed to the market in order to provide advantages, may be subject to a penalty of one to five years' imprisonment and a fine of three times the amount of the illicit advantage obtained.

Insiders are required to file all trading with company securities with the CVM on a monthly basis, regardless of materiality. This information is made public on an aggregate basis per governance body.