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CVM Discusses Doubling the Funding Cap for Tokenized Asset Crowdfunding and Creating a Secondary Market

Brazil’s investment crowdfunding and tokenized asset market could enter a new phase of expansion if regulatory changes under discussion at the Brazilian Securities and Exchange Commission (CVM) move forward.

The topic was at the center of a panel held during Token Summit Brasil, which brought together representatives from different sectors of the market to discuss how to expand companies’ fundraising capacity and, above all, create liquidity mechanisms for investors.

The discussion featured José Alexandre Freitas, CEO of Oliveira Trust; Henrique Lisboa, partner at VBSO Advogados; Diego Pérez, vice president of ABcripto (Brazilian Association of Crypto Economy); Antônio Berwanger, CVM superintendent; and Erika Lacreta, executive manager at Anbima (Brazilian Financial and Capital Markets Association).

One of the main topics discussed was the proposed evolution of Resolution 88, which regulates investment crowdfunding offerings. The CVM is reviewing changes that would replace the current framework with a structure offering greater fundraising capacity and allowing new types of issuers to participate.

“The vast majority of distribution transactions involving tokenized assets currently take place under Resolution 88. Ownership of these products is controlled through DLT-based registration,” says Henrique Lisboa, partner at VBSO Advogados, referring to blockchain technology, also known as DLT (Distributed Ledger Technology).

One of the proposed changes is the removal of the annual revenue cap for companies eligible to conduct offerings. In practice, the focus would shift to the maximum amount that can be raised, rather than the company’s revenue size.

Currently, the offering cap stands at R$25 million and is at the center of discussions on modernizing the rules, with proposals allowing fundraising to reach R$50 million under certain circumstances.

The proposal would also broaden the range of eligible market participants. Potential new issuers include individual rural producers, agribusiness cooperatives and registered securitization companies.

Liquidity Is the Next Challenge, Says CVM

For market experts, expanding fundraising capacity is only the first step in the market’s evolution. Creating liquidity mechanisms, however, is emerging as one of the main challenges to further growth.

One of the current obstacles to the development of tokenized assets is the difficulty investors face in exiting their investments before maturity. In practice, this can leave capital locked up for long periods, reducing the attractiveness of these instruments.

During the panel, the possibility of introducing mechanisms for secondary liquidity—that is, a secondary market—was identified as a way to address this issue. Options under discussion include issuers repurchasing their own securities and allowing investors greater flexibility to trade assets among themselves.

“Now, with registered securitization companies, we can address these issues. That is the real game changer when looking ahead to the secondary market,” says Antonio Berwanger, CVM superintendent.

According to him, the key difference lies in the level of transparency required of these institutions. Unlike traditional companies accessing crowdfunding, registered securitization companies are already subject to disclosure requirements and periodic reporting obligations to the CVM.

This level of transparency is considered essential to establishing a more structured secondary market, where investors can trade assets with greater predictability and access to information.