Companies with annual gross revenue of up to R$500 million may list under the FÁCIL Regime, provided they are incorporated as a corporation (S.A.) and have financial statements audited by independent auditors accredited by the CVM.
While the traditional market saw limits, we created a new path. The only market designed to simplify access to capital and accelerate the journey of Brazil’s future leading companies
It is a new CVM resolution that creates rules for Facilitating Access to Capital and Incentivizing Listings. The regulation was introduced to simplify requirements so that smaller companies, or SMEs with annual revenue of up to R$500 million, can obtain public company registration to carry out Public Offerings of Debt or Shares, making the process faster and less costly for these companies.
The FÁCIL Regime was inspired by BEE4’s pioneering role in the access market. The experience gained in the CVM Regulatory Sandbox, combined with the technical studies and analyses conducted by its team, played a key role in shaping the regulator’s public consultation — which was later enriched by contributions from multiple market participants. This movement, led by BEE4, strengthened its position as a reference in regulatory innovation and reaffirmed its commitment to developing the access market in Brazil.
A simple and fast way to raise capital in the market, focused exclusively on debt issuances, ideal for companies that want to accelerate growth without becoming publicly held companies.
As it is a less bureaucratic structure, independent auditing and public company registration are not mandatory, making the process faster and more targeted. Fundraisings are carried out exclusively with professional investors, ensuring efficient access to capital.
Ideal for companies that want to take the next step and list on an organized market, with the possibility of secondary trading and greater visibility for the business. Under this structure, it is possible to issue either debt or shares.
A step toward stronger governance, as the business becomes audited and begins providing greater transparency of results to the market, with the benefit of opening the door to a broader investor base.
Listing a company means gaining access to the capital markets as an alternative to traditional funding. A company listed on BEE4 may have either public capital (registered with the CVM) or private capital (not registered with the CVM). It conducts a public offering, issuing debt securities (commercial notes or debentures) or shares. Listing strengthens the company’s credibility and institutional maturity, enhances its visibility in the market, and improves its relationship with investors and financial institutions.
Annual revenue of up to R$500 million in the previous year
Organized as a corporation (S.A.)
Financial statements audited by an independent auditor accredited by the CVM
Be a Brazilian issuer
Among the main decisions required in the listing evaluation process, the company must choose between the two categories of public company registration established under CVM (Brazilian Securities and Exchange Commission) regulation:
broader registration that allows the company to carry out public offerings of both debt and shares
registration that makes the company eligible to carry out public offerings of debt
By listing, a company begins to adopt governance and transparency practices that strengthen the confidence of investors, regulators, and partners. This translates into concrete benefits:
More affordable financing, with new fundraising alternatives through public offerings of shares or debt in the market, under more competitive conditions.
Greater credibility, signaling the maturity of the business.
Increased visibility, attracting more investors and strategic partners.
More flexibility in corporate management, including to support succession planning strategies and ensure business continuity.
A stronger credit profile with banks as an audited public company.
The FÁCIL Regime establishes a new set of rules that is simpler than the requirements applicable to large companies, serving as an “entry point” for SMEs to access the Brazilian capital markets.
With fewer requirements and exemptions from certain obligations, the costs associated with listing applications and debt and equity issuances are significantly lower.
In addition to the requirement for independent auditing, companies under the FÁCIL Regime must necessarily be corporations (S.A.), complying with specific rules to protect minority shareholders, and must meet a series of obligations by disclosing information to the market.
The FÁCIL Regime, a legacy of the first regulatory sandbox launched by the CVM, reflects the regulator’s commitment to updating practices and strengthening the capital markets by expanding access for smaller companies and creating more opportunities for investors in general.
With an agenda focused on creating and revising rules that keep pace with global developments, the CVM maintains an open dialogue with market participants and continues to launch initiatives that promote innovation.
A large part of the innovations introduced by the new regime were already present in BEE4’s operations during the regulatory sandbox, which tested in practice rules inspired by the success of access markets abroad, adapted to the reality of local SMEs and informed by the lessons learned from what did not work in previous initiatives in the Brazilian market:
Simplified Form, consolidating documents into a single model that is simpler and better suited to SMEs.
Automatic CVM registration of the public company and/or public offerings, after the filing of the request with the organized market (BEE4), which becomes responsible for verifying the conformity of the information and transmitting it to the regulator.
Audit report only for the latest fiscal year to make the company eligible to go public, unlike the three-year audit requirement under the Traditional Regime.
Waiver of Lead Coordinator, applicable to Direct Offerings and Debt Issuances aimed exclusively at professional investors.
Reduced frequency of audited Financial Reports, whereas under the traditional model there was a requirement for audited reporting every quarter.
O BNDES está se preparando para retomar seus investimentos no mercado de capitais. Nosso objetivo é ancorar (ser investidor âncora) até 30% das ofertas públicas do segmento de PMEs. Atualmente, essas empresas são responsáveis por, aproximadamente, 70% dos empregos no país, desempenhando um papel essencial no desenvolvimento econômico.
Estamos olhando com atenção para essa agenda, e acreditamos que a implementação do Regime 'FÁCIL' impulsionará a economia do país ao permitir que mais empresas possam acessar o mercado de capitais.
Simplificar para incluir. Modernizar para crescer. O regime FÁCIL expressa nosso compromisso com a redução de custos regulatórios, segurança jurídica e responsabilidade normativa. Direcionado a Companhias de Menor Porte (CMP), com faturamento bruto anual inferior a R$ 500 milhões, o regime oferece dispensas regulatórias proporcionais, ampliando o acesso de Pequenas e Médias Empresas (PMEs) ao Mercado de Capitais.
Para mim, ampliar o acesso de pequenas e médias empresas ao mercado de capitais é fundamental para o nosso crescimento econômico. Acredito nessa causa e venho trabalhando ativamente, como conselheira da BEE4, para disseminar informações como essa, que contribuem verdadeiramente para o desenvolvimento desse novo mercado no Brasil.
Com base nas Resoluções CVM 231 e 232, buscamos estimular ofertas públicas de empresas em estágio de crescimento, com atividade operacional já existente, promovendo a democratização do mercado e a diversificação dos emissores. O ambiente criado é mais dinâmico, acessível e favorável à inovação, com oportunidades reais para emissores e investidores. O FÁCIL também fortalece o crédito privado e reafirma o Mercado de Capitais como ferramenta de desenvolvimento econômico e social, canalizando recursos para a economia real, gerando emprego e renda.
Nossa missão sempre foi democratizar o mercado de capitais para as PMEs. Estamos muito felizes em ver o Regime FÁCIL se tornando realidade. Ele é fruto de muito trabalho e colaboração, e acreditamos que vai transformar a forma como as pequenas e médias empresas acessam capital no Brasil.
'O Regime FÁCIL é um marco para o mercado de capitais brasileiro. Ele abre portas para que as PMEs possam crescer de forma sustentável, acessando recursos que antes eram restritos a grandes corporações.
As PMEs são o motor da economia brasileira. O Regime FÁCIL reconhece isso e cria condições para que essas empresas possam se desenvolver no mercado de capitais com regras proporcionais ao seu porte.
Companies with annual gross revenue of up to R$500 million may list under the FÁCIL Regime, provided they are incorporated as a corporation (S.A.) and have financial statements audited by independent auditors accredited by the CVM.
Your company can issue debt securities, such as Commercial Notes and Debentures, or shares. These assets may be publicly offered and traded on BEE4’s secondary market, according to your company’s fundraising and growth strategy.
As the FÁCIL Regime reduces requirements and obligations, the listing process becomes more agile and financially accessible for SMEs, with significantly lower costs than in the traditional market. In general, the company will incur costs related to independent auditing and possibly legal advisory, as well as CVM and BEE4 listing fees and distribution costs at the time of the offering. Costs may vary depending on the type of asset, registration model, and issuance structure.
Yes. BEE4 is a market infrastructure authorized by the Brazilian Securities and Exchange Commission (CVM) to operate as an Organized OTC Market and Central Depository, focused on the access segment for small and medium-sized enterprises (SMEs).
Listed companies benefit from close support by BEE4’s relationship team, which provides guidance throughout all listing stages, maintains direct contact with market participants, and ensures continuous support from specialists before, during, and after the offering.
Fill out the interest form available on this page. Our team will contact you to assess your company’s profile and guide you on the best path to access the capital markets.
No. To participate in the FÁCIL Regime, the company must be incorporated as a corporation (S.A.) at the time of the offering registration. However, LTDA companies may initiate contact with BEE4 and move forward with preparatory steps while undergoing corporate transformation. This process can occur in parallel, provided the company is formally structured as an S.A. when the listing process begins.
The full preparation, structuring, and registration process may vary depending on the company’s readiness and the complexity of the offering. On average, an SME takes between three to six months to complete all steps up to listing.
The CVM’s FÁCIL Regime was designed to simplify access to the capital markets for smaller companies without compromising regulatory oversight and transparency.