CVM Eases Regulatory Treatment of Receivables Assigned by Companies Under Judicial Reorganization

On March 5, 2026, the Brazilian Securities and Exchange Commission (CVM) enacted Resolution No. 240 (CVM Resolution 240), which introduced targeted amendments to Normative Annex II of CVM Resolution No. 175 (Normative Annex II):

(i) repealing subparagraph (b) of item I, paragraph 1, of Article 2 of Normative Annex II, which required judicial approval of the reorganization plan as a prerequisite for performed receivables assigned by a company under judicial reorganization to qualify as standardized receivables; and

(ii) amending subparagraph (e) of item XIII of Article 2 of Normative Annex II to remove the reference to co-obligors and limit the classification as non-standardized receivables solely to those in which the debtor itself is a company under judicial or out-of-court reorganization.

The amendments are intended to facilitate, from a regulatory standpoint, the assignment of receivables by companies undergoing judicial or out-of-court reorganization proceedings, thereby reducing barriers to the use of Receivables Investment Funds (FIDCs) as a financing mechanism for the real economy.

1 – Background

As set forth in Internal Memorandum No. 3/2026/CVM/SDM/GDN-2, issued by the Superintendent of Market Development on February 10, 2026 (Internal Memorandum), the amendments were proposed in response to a submission by the National Association of Participants in Multi-Assignor and Multi-Debtor Receivables Investment Funds (ANFIDC).

1.1 – Judicial Approval of the Reorganization Plan

Article 2, paragraph 1, of Normative Annex II sets forth the categories of receivables that are, on an exceptional basis, deemed standardized. In that context, item I of such provision established two requirements for receivables assigned by a company under reorganization proceedings to qualify as standardized:

(i) the receivables had to be performed; and

(ii) the company had to have a judicially approved reorganization plan.

In its petition to the CVM, the ANFIDC argued that:

(i) receivables are classified as current assets and are freely disposable by the administrator, with no legal restriction on their assignment by companies under reorganization, regardless of the stage of the proceedings or the existence of an approved plan; and

(ii) under Law No. 11,101, the restriction on alienation or encumbrance of assets of a company under judicial reorganization applies only to non-current assets and does not, therefore, extend to current assets.

In light of the foregoing, the ANFIDC maintained that the requirement for judicial approval of the reorganization plan did not meaningfully enhance the security of receivables assignments, nor did it alter, in and of itself, the risk profile of the assigned assets. Moreover, the ANFIDC argued that the requirement ran counter to the rationale underlying the corporate reorganization framework, which aims to ensure solvency, liquidity, and the preservation of the company’s ongoing operations.

The CVM endorsed this rationale, recognizing that the requirement for judicial approval of the reorganization plan had, in practice, operated as an obstacle to the timely raising of funds, as it conditioned the use of FIDCs on a procedural step that could be significantly time-consuming.

Furthermore, the reorganization plan governs the relationship between the company under reorganization and the creditors subject to the reorganization proceedings, and does not, as a general rule, affect the obligations owed by third-party debtors of the assigned receivables.

Accordingly, the requirement for judicial approval of the plan was not, by itself, capable of providing greater security to the assignment or of justifying the more restrictive regulatory treatment then in effect. It was, in essence, a condition lacking a sufficiently sound economic or legal basis, with no proportional benefit in terms of investor protection or market integrity.

With the removal of this requirement, performed receivables assigned by a company undergoing judicial or out-of-court reorganization proceedings may now be deemed standardized regardless of whether the reorganization plan has been judicially approved.

1.2 – Co-Obligation of a Company Under Judicial Reorganization

On this matter, the ANFIDC argued that the mere assumption of a co-obligation by a company under judicial or out-of-court reorganization does not constitute sufficient grounds to classify the receivable as non-standardized, since such circumstance does not, in and of itself, alter the nature or intrinsic risk of the assigned receivable, nor does it automatically affect its validity, enforceability, or payment security.

Moreover, the co-obligation assumed by a company under judicial reorganization would not, by itself, give rise to additional risk with respect to the collectability of the receivable. In the event of default by the principal debtor, the assignee would be entitled to enforce the obligation in full against the co-obligor company under reorganization, through individual execution proceedings, without being subject to the effects of the judicial reorganization. This understanding is grounded in the fact that obligations assumed by the company during the course of the judicial reorganization are of an extraconcursal nature (i.e., not subject to the reorganization proceedings), may be individually enforced, and enjoy priority in the event of the debtor’s bankruptcy, pursuant to Articles 49, 67, and 84 of Law No. 11,101.

The CVM agreed with this view, noting that the recognition of receivables assigned with the co-obligation of a company under reorganization as standardized tends to increase their liquidity and facilitate their assignment in the market, thereby improving the company’s access to capital. The CVM emphasized, however, that this relaxation is limited to receivables assigned with the co-obligation of the company under reorganization and does not extend to the debts of the reorganizing company, which remain subject to the ordinary procedures of the judicial reorganization.

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

Accordingly, the new wording of subparagraph (e) of item XIII of Article 2 of Normative Annex II now provides that non-standardized receivables are limited to those in which the debtor is a company under judicial or out-of-court reorganization. As a result, the co-obligation of the assignor under reorganization, standing alone, no longer qualifies as a factor characterizing a receivable as non-standardized.