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The Next Challenge for Tokenization as a Third Path for Securitization

For those less familiar with securitization, I always like to revisit the origins of our market. In the 1990s, the first path for securitization emerged, with debentures and, subsequently, Real Estate Receivables Certificates (CRIs) playing a leading role in securitization transactions in Brazil. The ingenuity of structurers and legal experts made it possible to replicate asset segregation through debentures, removing issuer risk from the structures and shifting the focus to the risk of the underlying assets. CRIs were introduced with segregated assets established through the fiduciary regime. However, they initially faced challenges due to their novelty and the restriction to real estate-related underlying assets.

In the early 2000s, with the advent of structured funds, Real Estate Investment Funds (FIIs), Private Equity Funds (FIPs) and, in particular, Credit Rights Investment Funds (FIDCs) began sharing this leading role with CRIs and Agribusiness Receivables Certificates (CRAs). This marked the emergence of the second path for securitization.

But the market did not stand still. In recent years, the exponential growth of digital assets has given rise to tokenization, a tool driven by cutting-edge technologies such as blockchain and initially championed as a means of democratizing credit transactions and reducing operating costs.

However, every innovation in capital markets faces two challenges: first, proving its value and then demonstrating its ability to transform the market. In my view, tokenization has already overcome the first challenge, and the discussion about how to address the second has matured.

Today, the question is no longer whether tokenization represents a third path. The real debate is what will enable this third path to achieve scale and become a permanent part of Brazil’s capital markets infrastructure. The answer depends less on any specific technology and more on the convergence of transformations taking place simultaneously.

CVM Resolution 88 expanded smaller companies’ access to capital markets. The figures show that this development has moved beyond a trend to become a reality: in 2025 alone, platforms operating under the regulation completed 861 offerings, raising R$3.9 billion. In the first quarter of this year, a further 245 transactions raised R$1.1 billion.

At the same time, asset digitalization is advancing on several fronts. The implementation of electronic trade receivables represents an important step toward improving the traceability, standardization and security of credit rights circulating through the financial system. In parallel, initiatives such as the pilot projects led by ANBIMA are bringing traditional infrastructure and tokenized assets closer together in an effort to establish common standards for interoperability, settlement and governance.

Taken together, these developments show that the next stage of tokenization depends on more than the issuance of digital assets. It requires integration across regulation, registries, automated processes and operational infrastructure throughout the entire transaction lifecycle. This coordination will make it possible to turn isolated efficiency gains into market-wide scale.

As the market expands the number of smaller transactions, the need for infrastructure capable of managing thousands of events simultaneously also increases. Such infrastructure must support transactions and trading 24 hours a day, seven days a week, covering everything from issuance to settlement, including registrations, payments, shareholder meetings, controls and reporting. Scalability will depend less on the ability to tokenize assets and more on the ability to integrate these processes efficiently, securely and with sound governance.

Along these lines, the regulatory framework must also evolve to provide legal certainty for operations and transactions, as well as ensure the enforceability of collateral.

Tokenization has already demonstrated its ability to broaden access to the market. The next step is to prove that it can operate at scale. This will not be achieved through technology alone, but through the integration of regulation, infrastructure and automation into a unified, efficient and reliable operating model. It is at this point that the third path will move beyond a promising innovation and become a permanent fixture of Brazil’s capital markets.