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CVM Reveals It Tested Integrating DEXs with Regulated Markets and Unveils Details of the “New Resolution 88”

• • He CVM tested a solution integrating B3 with an XRP Ledger DEX to expand the secondary market for tokenized assets.
  • The prototypes operated successfully, but challenges remain regarding investor identification, information flows and classification as an organized market.
  • “New Resolution 88” expands eligible issuers, removes the revenue cap and allows fundraising of up to R$50 million for registered securitization companies.

The Brazilian Securities and Exchange Commission (CVM) tested the integration of a decentralized exchange (DEX) into the secondary market for securities issued through crowdfunding platforms in an experimental environment. The goal was to assess whether investors across different platforms could trade these assets in a broader marketplace, reducing fragmentation and increasing liquidity in the tokenized asset market.

According to Antonio Carlos Berwanger, Superintendent of Market Development at the CVM, the tests showed that both a centralized integration solution and a decentralized structure could fulfill this function from an operational standpoint. However, further progress depends on resolving regulatory issues related to investor identification, information flows and the potential classification of a DEX as an organized securities market.

The experiments took place at the CVM’s Laboratory for Experimentation, Learning and Prototyping. Under the challenge focused on integrating the crowdfunding secondary market, the regulator selected an integration agent developed by B3, a project by VERT Capital based on the native DEX of the XRP Ledger (XRPL), and GoID, a digital financial identity solution developed by goAssets. The official list of projects was published by the CVM in 2025.

The DEX test addressed one of the main limitations of the current crowdfunding model. Today, each platform maintains its own investor base and handles subsequent transactions involving the assets it distributed. The solution evaluated in the laboratory sought to allow investors associated with other platforms to access these securities as well, without eliminating the controls required in a regulated market.

DEX Operated Successfully but Still Faces Regulatory Barriers

Berwanger explained that expanding this market requires an architecture capable of transmitting not only buy and sell orders but also regulatory information. The platform that originally conducted the offering needs to know who is acquiring the asset, while the new investor must receive information about the issuer, even if registered in a different environment.

A DEX could not operate simply as an open trading venue for crypto assets. Because securities are involved, the structure would need to preserve investor identification, eligibility, ownership and access-to-information controls. According to the superintendent, these elements were assessed in the prototypes.

The test also revealed a deeper legal issue. Depending on how a DEX brings buyers and sellers together and executes transactions, it could be classified as an organized securities market. In that case, the infrastructure and its operators would be subject to specific CVM rules.

The statement indicates that the CVM considers it technically feasible to bring decentralized infrastructure closer to the regulated market. However, it does not constitute immediate authorization to trade securities on any DEX. The next step depends on defining responsibilities, applicable controls and the regulatory classification of the trading environment.

The proposed reform of Resolution 88 already introduces greater flexibility in two aspects of the secondary market. The draft allows issuers to repurchase their own securities and revises the definition of an active investor. Currently, an active investor must keep their registration up to date and have purchased an asset distributed by the platform within the previous two years. Under the proposal described by Berwanger, maintaining an up-to-date registration would be sufficient.

Direct integration between different platforms, however, requires an additional step. Beyond technology, the regulator must ensure that information disclosure obligations and investor protection mechanisms follow the asset when it leaves the environment in which it was originally distributed.

Registered Securitization Companies Could Pave the Way for an Organized Market

According to Berwanger, one of the biggest obstacles to creating a broader secondary market lies in the profile of issuers using Resolution 88. The framework was designed to allow offerings by companies not registered with the CVM, reducing costs and requirements for businesses that would otherwise struggle to access traditional capital markets.

This simplified approach facilitated issuance but imposed limits on subsequent trading. An organized market requires investors to receive ongoing information about issuers, including financial statements and material disclosures. Unregistered companies are not subject to the same disclosure regime as publicly listed companies.

Requiring a small crowdfunding company to comply with all the obligations imposed on a listed company could make the transaction economically unviable. According to Berwanger, regulatory costs must be proportionate to the size and characteristics of the fundraising.

The proposed Resolution 88 reform creates a potential bridge by expressly including CVM-registered securitization companies among eligible issuers. Since these companies already comply with periodic and ongoing disclosure requirements, their securities may be more readily adapted to an organized secondary market.

Berwanger also pointed to a possible future connection between Resolution 88, the FÁCIL framework and the CVM’s discussions on a simplified version of the rules applicable to organized markets, which he referred to as “135 Light,” as well as the digital depository. In the superintendent’s view, crowdfunding platforms may be interested in establishing organized trading environments subject to proportionate rules and restrictions on the assets traded.

The common ground among these initiatives would be an issuer able to access an organized trading environment without having to adopt the entire infrastructure designed for large listed companies. Until now, the predominance of unregistered companies and securitization entities has limited this possibility.

“New Resolution 88” Expands Issuers, Fundraising and Distribution

The reform is being conducted through Public Consultation SDM 05/2025, which proposes fully replacing CVM Resolution 88. The deadline for submissions was January 23, 2026, and the process is officially listed as under review. Therefore, the proposed changes are not yet in force and may be revised before the final rule is issued.

The proposal eliminates the revenue cap currently used to determine whether a business entity qualifies for the framework. Instead of restricting eligibility to small businesses, the new rule would allow any company not registered with the CVM to participate, regardless of size. Restrictions would instead apply to the amount raised.

For business entities and agricultural cooperatives, the proposed fundraising cap would increase from the current R$15 million to R$25 million. The draft provides for a cap of up to R$50 million for registered securitization companies and R$2.5 million per crop season for individual rural producers. The CVM proposal also formally includes these three new issuer categories in the framework.

Berwanger explained that few offerings currently exceed R$10 million, despite the R$15 million cap. According to him, this is because companies with revenue capped at R$40 million do not always have the scale to raise amounts close to the limit, and some platforms lack the reach needed to attract a sufficient number of investors.

To address the latter issue, the draft allows distribution on an “on behalf of clients” basis. This mechanism connects crowdfunding platforms with banks, brokerages and other traditional distribution-system institutions, which may act on behalf of their clients. The measure broadens the reach of offerings without removing the responsibilities assigned to the platform under the framework.

The reform also converts the retail investor’s overall investment limit into a per-platform limit and allows amounts returned to investors to be reinvested within the same year without counting against the limit a second time. It also introduces specific disclosure appendices for each issuer category, requires platforms to report performance indicators and establishes a transition period for securitization companies already operating in this market.

The market’s growth helps explain the scale of the proposed reform. Offerings through crowdfunding platforms totaled 861 transactions and R$3.9 billion in funds raised in 2025, according to the CVM’s Economic Bulletin. In 2024, there were 403 offerings and R$1.2 billion raised. In one year, the number of transactions more than doubled, while the total amount raised more than tripled.

This market began with CVM Instruction 588 in 2017, which primarily targeted fundraising by startups and small businesses. Resolution 88 replaced that instruction in 2022, increasing the limits and expanding the possibilities for subsequent trading. With the growth of tokenized debt instruments and tokenized receivables certificates, the regulation has come to function, in Berwanger’s words, as a “permanent laboratory.”

The superintendent attributed part of this growth to the framework’s technological neutrality. Resolution 88 governs public offerings but does not prescribe which blockchain, network or infrastructure must be used. In certain circumstances, the framework also exempts transactions from traditional market components, such as centralized deposit, custody and bookkeeping by specialized service providers, reducing entry costs.