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

The documentation and process for listing securities will vary between domestic and foreign issuers (and, in the latter case, also in accordance with the level of the program of the depositary receipts to be issued and traded in the Brazilian market).

Listed corporations

As a general rule, a company that wants to issue securities for public distribution to Brazilian investors, whether at the stock exchange or at an organized over-the-counter market, is required to previously register itself with the CVM. Only Brazilian corporations or foreign equivalent companies can obtain such registration as a publicly-held company.

In that regard, and pursuant to CVM Resolution 80/22, the registration of issuers as publicly-held company in Brazil is made pursuant to two different categories: (a) Category A, applicable to issuers of all types of securities in the Brazilian market, including shares; and (b) Category B, applicable to issuers of all types of securities, except for shares or share-convertible securities (that is, debt securities).

The category ascribed to the respective issuer will determine the type and level of periodic information required to be disclosed under CVM Resolution 80/22. Notwithstanding, the annual periodic information regarding the company (operational, financial, and other) and its controlling shareholders should be disclosed in accordance with the requirements of the Reference Form (Formulário de Referência).

In order to be registered as a publicly-held company, the issuer is required to file a registration request with the CVM, accompanied by the following mandatory documents:

• Request form for the registration of the company as an issuer of securities, signed by its investor relations officer, indicating in which category the issuer intends to be registered.
• Minutes of the shareholders' meeting that approved the filing for registration with the CVM.
• Minutes of the board of directors' or shareholders' meeting that approved the appointment of the investor relations officer, who will be the individual within the corporation responsible for the disclosure of information to the general public, the investors, the CVM, the stock exchange or the organized over-the-counter market where the company's securities are negotiated, as applicable, as well as for keeping the company's registration with the CVM updated.
• Current and restated bylaws, accompanied by the necessary documents that evidence:
  • The approval of the shareholders.
  • The prior approval or homologation by the regulating authority responsible for the segment in which the issuer does business, when such administrative act is necessary for the validity or the effectiveness of the bylaws.
• Reference Form for the category in which the issuer intends to be registered (Category A or Category B).
• Registry form (Formulário Cadastral).
• Financial statements for the last three fiscal years, prepared in accordance with the applicable accounting rules.
• Financial statements especially prepared for purposes of the registration, in accordance with articles 27 and 28 of CVM Resolution 80/22 and with no exceptions made by the independent auditor, referring to either:
  • The last fiscal year, provided that those financial statements reasonably reflect the issuer's equity structure at the time the registration request is submitted to the CVM.
  • A subsequent date, which shall preferably be the last day of the last quarter of the fiscal year, but never a date before one hundred and twenty days from the date the registration request is submitted to the CVM, if: (i) there were significant changes in the issuer's equity structure after the end of the last fiscal year; or (ii) the issuer was incorporated in the same fiscal year when the registration request is submitted to the CVM.
• Comments from the administrators on the differences between the financial statements of the last fiscal year submitted in accordance with registration rules and the historical financial statements.
• Minutes of all the shareholder's meetings of the last 12 months, or equivalent documents.
• Copy of the shareholders' agreements or other similar agreements filed at the issuer's head offices.
• Copy of the agreement with the institution that will be responsible for the securities ledger/registration, if any.
• Standard Financial Statement Form (DFP), referring to the last fiscal year, prepared based on the financial statements especially prepared for purposes of the registration, as mentioned above.
• Policy for the public disclosure of information.
• Quarterly information (ITR), in accordance with article 31 of CVM Resolution 80/22, referring to the first three quarters of the fiscal year in course, provided that more than 45 days have passed since the end of each quarter.
• Copy of the instruments whereby the administrators of the issuer accepted their positions (formulários do artigo 11).
• Trading policy, if any.
• Information on the issuer's securities held by the administrators, members of the audit committee and any other bodies with technical or consulting functions created by the bylaws.
• In order to be registered in a listing segment, such as Level 1, Level 2, New Market, Bovespa Mais Level 1 or Bovespa Mais Level 2, the issuer is required to file a registration request with the B3, accompanied by some mandatory documents, depending on the segment chosen by the issuer.

Level I BDR program

A Level I BDR program will require a simple registration of the program itself with the CVM. The foreign issuer of the securities underlying the Level I BDR program, whether sponsored or non-sponsored, is not required to be registered with the CVM.

The documents to be filed with the CVM in order to register a Level I BDR program are:

• Agreements executed among the local depositary institution, the foreign custodian entity and the sponsoring company, when applicable.
• Indication of the director of the local depositary institution responsible for the depositary program.
• Statement of the stock exchange or the managing body of the organized over-the-counter market granting the BDRs' application for admission to trading, subject only to obtaining the registration before the CVM.
• Statement of assumption of responsibility of the BDR depositary institution, by simultaneous release to the market of the information provided by the sponsoring company in its country of origin and in the country in which the securities will be traded.
• Information regarding the issuer and the security disclosed in the country of origin of the securities, translated into the Portuguese language.
• Statement of commitment, by the depositary institution, to comply with the procedures for the discontinuity of the program that was specified by the managing body of the organized over-the-counter market in which the BDR is negotiated, including if the program is canceled.

Level II or III BDR programs

A Level II or Level III BDR program will be subject to:

• The registration of the foreign company with the CVM (see Listed Corporations above).
• The registration of the BDR program itself.
• Statement signed by the depository institution demonstrating that the local supervisor responsible for the supervision of the issuer and the market in which its securities are admitted to trading has the power to obtain, and pass on to the CVM, the information covered by the multilateral memorandum of understanding issued by the International Organization of Securities Commissions (IOSCO).
• In the case of a Level III BDR program, the registration of the corresponding public offer of the BDR program.

The documentation required for each of these registrations is discussed in turn.

Registering the foreign company. In order to register the foreign company with the CVM, the applicant must file a registration request with the CVM. To this effect, the registration request with the CVM for foreign companies is similar to the process for registration of domestic companies as a Category "A" (that is, the category which allows the trade of shares, share certificates and securities convertible or that grant the right to the holder to acquire shares or share certificates), with only an additional requirement that the foreign issuer will also need to disclose risk factors and particulars of the legal framework of its country of origin.

Registering the program. In order to register the Level II or Level III BDR program with the CVM, it is necessary to provide at least the following documents:

• All documentation described above as applicable to a Level I BDR program.
• A document appointing the company's legal representative in Brazil, with powers to represent it before the local authorities.
• A document signed by the director of the local depositary institution, indicating the market in which the company trades its securities, the company's controlling shareholders, its managers, its consultants and auditors, the company's address and the services applicable to the investors in the BDRs.
• The company's by-laws or articles of organization, the legislation that governs the company, the shareholders' agreements, lawyers' legal opinion about the rights of the shareholders in the country of origin of the foreign company, and the minutes to all shareholders' and stakeholders' general meetings.
• The accounting information of the foreign company, adjusted to Brazilian accounting principles.
• The "Reference Form," described in section 4 below.

Registering the public offer. Finally, we consider the documentation involved to register the public offer. Solicitations of deposits and sales of securities in the Brazilian securities market are restricted to financial institutions duly registered and authorized to act as such by the Central Bank and the CVM (with respect to dealing with securities). Therefore, any public offering of securities in the Brazilian market must be made through a local authorized financial institution. This financial institution will be responsible for filing with the CVM the request for the registration of the public offer of securities, accompanied by at least the following documents:

• An agreement for the distribution of the securities.
• Any agreements of stabilization of prices and/or liquidity guarantee, which will be subject to the CVM's approval.
• Any other agreements related to the issuance or subscription of securities, including those related to the distribution of supplementary lots.
• A form of subscription certificate or acquisition receipt, prepared in accordance with the applicable requirements.
• A copy of the preliminary and final prospectus (prospecto and lâmina), which must contain at least the information required by the CVM.
• A copy of the deliberation (for example, minutes) regarding the approval of the program or the issuance or distribution of securities taken by the company's corporate bodies (such as the board of directors) and of the required administrative decisions, accompanied by all documents on which that deliberation was based, as well as copies of the corresponding call notices.
• A draft of the announcement of the opening of the public offer.
• A draft of the announcement of the closing of the public offer.
• A form of the securities certificate or a copy of the agreement entered into with the financial institution that renders services related to the share/securities ledger, if applicable.
• Any deed of issuance of debentures and any report prepared by a rating agency.
• A statement indicating that the registration of the corporation with the CVM is up to date, if that is the case.
• Evidence of compliance with all other prior formalities in view of legal or regulatory requirements governing the distribution or issuance of securities.
• Evidence of payment of the CVM's inspection fee, as applicable.
• A statement attesting to the veracity of the information contained in the prospectus, executed by the representatives of the offeror and of the leading financial institution.
• If it is the case, a statement from the stock market or organized over-the-counter market entity indicating the approval of the request for admittance of trading of the securities, conditioned only upon obtaining the registration with the CVM.
• Other information or documents required by specific regulations issued by the CVM.

Prospectus contents

A prospectus is only required in public offerings of securities. The content of the prospectus, which will be similar for domestic companies or for a Level III BDR program, will be as follows:

• Summary of the transaction's characteristics.
• Summary of information on the issuer (optional).
• Identification of management, consultants and auditors.
• Information about the offer.
• Corporate capital structure.
• Characteristics and deadlines of the offer.
• Agreement for the public distribution of securities.
• Liquidity guarantee agreement, price stabilization agreement and/or option agreement for placement of a supplementary lot.
• Resources' destination.
• Economic-financial feasibility study.
• Offer risk factors and, in the case of a foreign issuer, any additional risk factors deriving from the legal framework of its country of origin.
• Reference Form.
• Financial statements of the last fiscal year, quarterly information and subsequent events.
• Information regarding the collateral agents or the resources' recipients, in the case of fixed income offerings.
• Statement that any other information or clarification regarding the company and the distribution of securities may be obtained with the leader and/or consortium member and the CVM.
• As annexes, minutes of the general meeting or the management meeting at which the issuance was approved votes, along with the company's bylaws, any deed for debentures issued and (if a specialized agency has been contracted for risk rating) the precedents or report of the rating classification.

Financial statements

A foreign company trading its securities in Brazil under a Level I BDR program is required to provide, at the time of the initial listing, the latest version of the company's financial statements. These statements do not need to be converted into Brazilian currency or reconciled with applicable Brazilian legislation or Brazilian accounting standards. Consequently, the preparation of the financial statements must follow the accountings standards of the jurisdiction where the foreign company is headquartered.

On the other hand, a foreign company that sponsors either a Level II or a Level III BDR program must provide, at the time of the initial listing:

• Financial statements for the last three fiscal years, prepared in accordance with applicable IFRS accounting rules, as issued by the International Accounting Standards Board (IASB) and as approved by the CVM for application in the Brazilian market.
• Financial statements especially prepared for purposes of the registration, in accordance with certain CVM rules and with no exceptions made by the independent auditor, referring to:
  • The last fiscal year (provided that those financial statements reasonably reflect the issuer's equity structure at the time the registration request is submitted to the CVM).
  • A subsequent date (preferably the last day of the last quarter of the fiscal year, but not a date more than 120 days before the date the registration request is submitted to the CVM), if there were significant changes in the company's equity structure after the end of the last fiscal year or if the company was incorporated in the same fiscal year when the registration request is submitted to the CVM.
• Comments from the administrators on the differences between the financial statements of the last fiscal year and the financial statements especially prepared for purposes of the registration.

This financial and accounting information for a sponsor of a Level II or a Level III BDR program must be prepared in accordance with the IFRS accounting standards, as issued by the IASB and as approved by the CVM for application in the Brazilian securities market (that is, the same requirements applicable to domestic companies). Moreover, these financial statements must be audited by a chosen accounting firm duly registered with the CVM for the auditing of listed companies. Domestic companies applying for registration must also comply with these rules.

Regulatory review

In case the financial statements are required to be prepared and disclosed pursuant to IFRS accounting standards (that is for domestic companies or for a Level II or Level III BDR program), the CVM has the authority to request clarifications and revisions to the financial statements that are publicly disclosed to the market. The CVM may initiate this process, if applicable, after the disclosure of the information to the market.

Typical process and timetable for a listing on the Brazilian capital market

Level I. As mentioned above, the registration of a Level I BDR program is a straightforward process. The local depositary institution in Brazil is required to file the relevant documents of the depositary receipt program with the CVM, which will automatically grant the registration of the Level I BDR Program.

Domestic Company (with an IPO) and Level II and Level III BDR programs. In order to register Level II and III BDR programs, the respective foreign company issuers must be registered as listed corporations with the CVM. In addition, the application for the registration of the programs must be analyzed by the CVM in accordance with the deadlines and analysis procedures applicable to the public offering under the ordinary procedure, which as a general rule takes approximately 4 months. The registration of a domestic company ahead of an IPO in the Brazilian market follows a relatively similar process. It will entail the registration of the company as an issuer with the CVM (and, for the distribution of shares or securities convertible into shares, the domestic company will also need to be registered as a Category A issuer) and also proceed with the registration with the CVM of a public offering of securities (in either case, a standard public offering is governed by CVM Resolution 160/22, with similar documentation requirements for both cases). Thus, a typical process and timetable for the standard public offering under the ordinary procedure may be summarized as follows:

Link to Timetable

* The processes for the registration of the company (as a publicly-held company) and of the corresponding public offering are simultaneous.