Brazil’s Securities and Exchange Commission (CVM) has unveiled a new regulatory regime to encourage small and mid-sized companies to access capital markets. Known as FÁCIL (an acronym for Facilitation of Access to Capital and Incentives for Listings) the initiative introduces simplified rules for registration, public offerings and disclosure of information. It was announced last July and will come into effect in January 2026. 

The goal is to reduce bureaucracy and compliance costs for companies with annual gross revenue of up to R$500 million. These companies, known in Brazil as Companhias de Menor Porte (CMPs), have historically relied on bank financing and faced high barriers to enter public markets. FÁCIL offers a proportional regulatory approach that simplifies the process while maintaining investor protections. 

The regime was developed through a public consultation process that included input from market participants, with the Brazilian Financial and Capital Markets Association (ANBIMA) among the contributors. 

Lighter disclosure and governance requirements 

One of the hallmarks of FÁCIL is its streamlined documentation process. Instead of the traditional reference form—an annual disclosure report like a Form 10-K in the United States— prospectus and summary sheet, companies can file a single, shorter form called Formulário FÁCIL once a year, or when key events occur. 

Other regulatory simplifications include: 

• Semiannual financial reporting (instead of quarterly)
   

• Exemption from sustainability-related financial disclosures
   

• No requirement to publish information on the company’s website
   

• Simplified rules for holding shareholder meetings
   

• Lower quorum for delisting via public tender offer: 50% of outstanding shares, rather than two-thirds
   

Four offering options 

Under FÁCIL, CMPs may raise funds in four different ways, including a new “direct offering” that bypasses the need for registration with the CVM and eliminates the requirement to hire an offering underwriter. This format is designed to cut costs and accelerate time to market. 

Companies may also opt for a hybrid model that combines CVM Resolution 160 procedures (full public offering requirements) with the simplified FÁCIL form in place of a full prospectus. Other options include standard offerings with full documentation, or debt-only offerings directed exclusively to professional investors. 

In all but the full version, public offerings under FÁCIL are subject to a combined limit of R$300 million over a 12-month period. 

FÁCIL does not cover securitization structures, and offerings under the regime are not open to foreign investors. 

Flexible entry and safeguards 

To qualify, new issuers must list on a regulated market, which triggers automatic registration with the CVM as a CMP. Companies already registered with the CVM may also switch to FÁCIL, provided they meet the revenue threshold and obtain investor approval. 

To offer long-term stability, the CVM removed the initial “experimental” designation of the regime after public feedback. The final rules also include transitional safeguards to prevent companies from losing eligibility due to temporary revenue spikes above the R$500 million threshold. 

FÁCIL is part of the CVM’s 2025 regulatory agenda and reflects a broader global effort to expand access to capital markets. Similar debates are underway in other jurisdictions where regulators and industry players seek to attract more small and mid-sized businesses to public funding alternatives. 

By offering a new path that lies between crowdfunding and full IPO procedures, the Brazilian model could serve as inspiration for countries with similar goals.