CVM Eases FIDC Rules and Expands Opportunities for Distressed Debt Investments

On March 5, 2026, the Brazilian Securities and Exchange Commission (CVM) issued Resolution No. 240 (“CVM Resolution 240”), introducing targeted amendments to Annex II of CVM Resolution 175 (“Annex II”):

i. revoking item “b” of subsection I, paragraph 1, article 2 of Annex II, which required that a judicial reorganization plan be court-approved for performing receivables assigned by companies under judicial reorganization to be classified as standardized; and

ii. revising item “e” of subsection XIII, article 2 of Annex II to remove any reference to co-obligors, limiting the classification of non-standardized receivables to those where the debtor itself is a company undergoing judicial or out-of-court restructuring.

These changes aim to facilitate, from a regulatory standpoint, the assignment of receivables by companies undergoing restructuring—whether judicial or out-of-court—reducing barriers to the use of FIDCs (Receivables Investment Funds) as a financing mechanism for the real economy.

1 – Context of the Amendments

According to Internal Memo No. 3/2026/CVM/SDM/GDN-2, issued by the Market Development Superintendence on February 10, 2026 (“Internal Memo”), the amendments were proposed following a submission by the National Association of Participants in Multi-Originator and Multi-Debtor Receivables Investment Funds (ANFIDC).

1.1 – Court Approval of the Reorganization Plan

Article 2, paragraph 1 of Annex II defines certain types of receivables that may exceptionally be classified as standardized. Under the previous rule, subsection I established two requirements for receivables assigned by companies under restructuring to be classified as standardized:

i. the receivables had to be performing; and

ii. the company had to have a court-approved reorganization plan.

In its submission, ANFIDC argued that:

i. receivables are classified as current assets and may be freely disposed of by management, with no legal restriction on their assignment by companies under reorganization, regardless of the stage of the process or the existence of an approved plan; and

ii. under Law No. 11,101, restrictions on asset disposals apply only to non-current assets and therefore do not extend to receivables.

In this context, ANFIDC maintained that requiring court approval of the reorganization plan did not add meaningful security to receivables assignments nor did it materially affect the risk level of the assigned assets. On the contrary, it conflicted with the underlying rationale of the restructuring framework, which seeks to ensure solvency, liquidity, and business continuity.

The CVM accepted this reasoning, recognizing that the requirement effectively acted as a barrier to timely fundraising, as it conditioned the use of FIDCs on a potentially lengthy procedural step.

Moreover, the reorganization plan governs the relationship between the company and its restructuring creditors, and does not generally extend to obligations undertaken by third-party debtors of the assigned receivables.

Accordingly, the CVM concluded that the requirement lacked sufficient legal or economic justification and did not provide a proportional benefit in terms of investor protection or market integrity.

With its removal, performing receivables assigned by companies under judicial or out-of-court restructuring may now be classified as standardized, regardless of whether the reorganization plan has been court-approved.

1.2 – Co-Obligation of a Company Under Judicial Reorganization

ANFIDC further argued that the mere existence of a co-obligation assumed by a company undergoing restructuring should not, by itself, result in the classification of a receivable as non-standardized. Such a circumstance does not alter the intrinsic nature or risk profile of the receivable, nor does it automatically affect its validity, enforceability, or likelihood of recovery.

Additionally, co-obligations assumed during judicial reorganization do not inherently increase credit risk. In the event of default by the primary debtor, the assignee may enforce the obligation directly against the co-obligor, through individual enforcement proceedings, without being subject to the effects of the reorganization process. This understanding is supported by the fact that obligations incurred during restructuring are treated as post-petition claims, which may be enforced individually and enjoy priority in the event of bankruptcy, pursuant to articles 49, 67, and 84 of Law No. 11,101.

The CVM endorsed this view, noting that recognizing receivables assigned with co-obligations from companies under restructuring as standardized tends to increase liquidity and facilitate their transfer in the market, thereby improving access to capital. However, the CVM clarified that this flexibility applies only to receivables assigned with co-obligations, and does not extend to the debts of the restructuring company itself, which remain subject to standard restructuring procedures.

In light of these considerations, the CVM concluded that the proposal submitted by ANFIDC was both appropriate and timely.

Accordingly, the revised wording of item “e” of subsection XIII, article 2 of Annex II now provides that receivables are classified as non-standardized only where the debtor itself is a company undergoing judicial or out-of-court restructuring. The existence of a co-obligation by a restructuring company, in itself, is no longer sufficient to characterize a receivable as non-standardized.