LAWS:
- Law 10.303/01, Provisional Measure n.8 and Decree No. 3995 alter and add provisions to Law No. 6.404 of December 15, 1976, which governs Corporations, and to Law No. 6.385 of December 7, 1976, which governs the securities market and creates the Brazilian Securities Commission. (Provisional Measure n.8 has been converted into Law 10.411/02)
- Law 6.385/76, the "Securities Act", which disciplines the securities market and creates the CVM (as amended by Laws No. 9.457/97, 10.303/01 and 10.411/02)
- Law 6.404/76, the "Corporation Act" (as amended by Laws No. 9.457/97 and 10.303/01)
NATIONAL MONETARY COUNCIL RESOLUTIONS:
- Resolution Nº 2689 - Registration of Foreign Investors (please also refer to CVM Instruction 325)
CVM RULES:
- CVM Instruction 8 - Price Manipulation
- CVM Instruction 28 - regulates the exercise of the activity of Debenture Holders' Trustee for Debenture Holders.
- CVM Instruction 089 - regulates the authorization to provide services for the book-entry recording of shares, for the custody of securities, and as issuing agent of certificates
- CVM Instruction 168 - Special Procedures on Stock Trading
- CVM Instruction 296 - regulates the registration of a public offer of collective investment contracts.
- CVM Instruction 301 - On the identification, registration, operations, communication, limits and administrative responsibility approached by the items I and II of article 10, I and II of article 11, and the articles 12 and 13, of the Law no. 9.613, dated of March 3, 1998, referring to the crimes regarding "laundering" or concealment of assets, rights and valuables.
- CVM Instruction 306 - regulates the management of securities portfolios and revokes CVM Instructions 82, 94 and 231
- CVM Instruction 308 - Regulates accreditation and activities performance of independent auditors in the securities market; defines the duties and responsibilities of administrators of audited entities in their relationship with independent auditors, and revokes CVM Instructions Nºs 216 of June, 1994, and 275 of March 12, 1998
- CVM Instruction 325 - Registration of Foreign Investors (please also refer to Resolution 2689)
- CVM Instruction 350 - Amends and adds provisions to CVM Instruction 296.
- CVM Instruction 356 - Regulates the organization and operation of receivables investment funds and funds for investment in receivables investment fund shares.
- CVM Instruction 358 - Disclosure of Material Events
- CVM Instruction 359 - Exchange Traded Index Funds
- CVM Instruction 361 - Tender Offer Procedures
- CVM Instruction 387 - Establishes standards and procedures to be followed in the securities and exchange transactions on the floor and in electronic trading and registration systems in the stock exchange and in the future and commodities exchange and other provisions.
- CVM Instruction 391 - Regulates the organization and operation of private equity funds and funds of private equity funds.
- CVM Instruction 400 - Regulates the public offers for the distribution of securities in primary and secondary markets, and revokes CVM Instruction # 13, dated September 30, 1980, and CVM Instruction # 88, dated November 3, 1988.
- CVM Instruction 404 - Provides for the simplified registration procedure and standard clauses and conditions to be adopted in deeds of issuance of debentures designed for trading in a special segment of stock exchanges or entities of the organized over-the-counter market.
- CVM Instruction 408 - Provides for the inclusion of Special Purpose Companies (SPCs) in the consolidated accounting statements of publicly-held companies.
- CVM Instruction 409 - Regulates the constitution, administration, operation and disclosure of information on investment funds, and revokes CVM Instructions # 149, 171, 178, 302, 303, 304, 386, 392 and 404.
- CVM Instruction 457 - Regulates the preparation and disclosure of consolidated financial statements in accordance with the international financial reporting standards issued by the International Accounting Standards Board - IASB.
- CVM Instruction 461 - Regulates the security markets and provides on the formation, organization, operation and dissolution of stock exchanges, futures and commodities exchanges, organized markets and non-organized markets.
- CVM Instruction 480 - Provides for registration of issuers of Securities admitted for trading on regulated securities markets.
- CIRCULAR NOTICE CVM/SIN/No 005/2000 - Re-registry of foreign institutional investors - Annex IV
LEGAL OPINION:
- Legal Opinion CVM # 31, dated September 24, 1999
- Legal Opinion CVM # 32, dated September 20, 2005
- Legal Opinion CVM # 33, dated September 20, 2005
Legal and Regulatory Structure of the Brazilian Securities Markets.
The Securities Commission - CVM, as any other entity in Brazil, is submitted to the Constitution and the Laws issued by the National Congress, and other rules with the same legal power, such as provisional acts, which, according to Brazil’s Constitution (article 62), are enacted directly by the President of the Republic and go immediately into force, but which also have to be ratified by the Congress 30 days after the enactment. The President may, however, re-enact provisional acts as many times as needed.
The main Laws that guide the securities market, and therefore, the CVM, are:
- Law 6.385/76 (as amended), the "Securities Law", which disciplines the securities market and creates the CVM
- Law 6.404/76 (as amended), the "Corporation Law"
Due to the agility, complexity, and constant evolution of the Financial System, it would be impossible for all related regulation to pass through the parliamentary process. Therefore, Law 4595/64 created and gave normative powers to the National Monetary Council (CMN), the highest regulatory entity within the National Financial System. The rules issued by the CMN, namely Resoluções (Resolutions), must be complied with by all the members of the System, including the Central Bank and the CVM itself.
The CVM, on its turn, has the power to issue complementary rules to the Laws and CMN Resolutions. The more relevant rules issued by the CVM are named Instruções (Instructions) and Deliberações (Deliberations). Such rules are fully disclosed in this site in their original version in Portuguese.
This system, as it can be observed in the diagram below, is complemented by the self-regulatory power of Stock and Futures Exchanges and the Eletronic Quotation System.
The aim of this part of the website is to disclose a non-legally binding free translation of the Laws and Regulation that are most important for foreign investors.
CHART OF THE REGULATORY STRUCTURE
OF THE BRAZILIAN FINANCIAL SYSTEM
