[Last updated: 1 January 2024 unless otherwise noted]

The listing of a foreign company's securities through a BDR program allows Brazilian investors to invest with local domestic accounts in offshore securities (that is, securities of a publicly-traded company headquartered outside Brazil) on a registered basis. Central to the BDR structure is the designation of a Brazilian depository institution or depository issuer, as BDRs may be traded upon the registration of depositary certificates with the CVM and the Central Bank, as long as the trades are underwritten by a "depository institution" or "depository issuer" authorized by both the CVM and the Central Bank to trade securities in Brazil, subject to the applicable rules. Consequently, only BDRs of listed corporations may be traded in B3.

In case of Level II and Level III BDR programs, the foreign company will be required to make available all information required under Brazilian corporate and securities regulations, as mentioned above, in the website of the CVM, as well as of its depositary agent in Brazil. Moreover, the depositary agent will be responsible for keeping the corporate records of the foreign issuer in hard copy to be accessed by local investors.

The disclosure and recordkeeping of information under Level I BDR programs will be the responsibility of the independent depositary agent in Brazil.

Finally, foreign companies sponsoring a BDR program are required to appoint attorneys-in-fact who are individuals domiciled and resident in Brazil, with broad representation powers, including powers to receive subpoenas and services of process.