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CVM Reveals Details of the 135 Light: ‘It Will Reduce Market Costs and Boost Tokenization’

• The CVM prepares “135 Light” to reduce costs and facilitate the entry of trading platforms for tokenized assets.
• The proposal will maintain pillars such as infrastructure neutrality, self-regulation, and adherence to international security standards.
• The secondary market and settlement of transactions, which also depends on the Central Bank, are among the project’s main challenges.

The Brazilian Securities and Exchange Commission (CVM) intends to ease some of the requirements imposed on organized markets to facilitate the entry of platforms focused on trading tokenized assets. Nicknamed “135 Light,” the project seeks to create a simpler regulatory framework proportionate to the size and risks of these new environments.

The plans were detailed on Thursday, the 3rd, during Token Summit Brasil, promoted by Liqi, VBSO Advogados, and Oliveira Trust, with support from ABcripto and ABfintechs. According to Egmon Henrique, superintendent at the CVM, the proposal is not simply about adding the word “token” to the current rules.

“The idea is precisely to rethink the concepts. Is there a way to fulfill certain functions that CVM Resolution 135 considers important, but with a more streamlined structure? That is the point,” he stated.

CVM Resolution 135 governs the operation of regulated securities markets, as well as the establishment, organization, and operation of the entities that administer these environments. In practice, it establishes requirements for structures such as stock exchanges and organized over-the-counter markets.

The review of Resolution 135 and Resolution 31, which addresses centralized securities depository services, is formally included in the CVM’s 2026 Regulatory Agenda, focusing on smaller markets and tokenization.

What will improve in the market?

According to Erick, the main benefit of the new infrastructure will be the possibility of bringing the entire asset life cycle onto the blockchain. Currently, some processes still take place off-chain, with issuance occurring in the traditional environment and the asset subsequently being represented on DLT. The proposal is to integrate issuance, registration, trading, and settlement into a single infrastructure while maintaining coexistence with traditional systems.

“I believe we would achieve a significant efficiency gain because, currently, when we think about tokenization, we are still at a stage where part of the process takes place off-chain. The asset is issued outside the blockchain and subsequently transferred to the DLT layer.

What we want is to move the asset’s entire life cycle into the infrastructure itself. The documents required to support the issuance could also be recorded on DLT. This way, the entire process — issuance, trading, and settlement — would take place on-chain.

This would be the greatest benefit and represent the ideal level to be achieved. To accomplish this, we would need a financial system fully integrated with the blockchain.

We may have assets traded outside the blockchain and others traded within it. There is no problem with these different systems coexisting. The central point is to pursue this efficiency gain and create a new environment in which the entire process is integrated into DLT,” he stated.

CVM seeks to reduce costs without abandoning safeguards

“135 Light” is expected to identify which requirements under the current regulations can be simplified to reduce the costs of entry for new companies. The intention is to enable innovative models without eliminating the functions considered essential to market security and efficiency.

Henrique emphasized that certain pillars should be maintained, such as infrastructure neutrality, adherence to the Principles for Financial Market Infrastructures, known by the acronym PFMI, and the existence of a self-regulatory framework.

The PFMI are international standards applied to payment systems, settlement systems, central securities depositories, central counterparties, and trade repositories. They are intended to reduce operational, legal, and financial risks in the infrastructures that process market transactions.

Neutrality, in turn, seeks to prevent the entity responsible for the infrastructure from favoring certain participants or business models. Self-regulation allows for closer day-to-day oversight and a faster response to potential irregularities.

“These principles will be maintained. The question is to determine which other aspects can be relaxed to reduce costs and allow new participants with innovative business models to enter the market,” Henrique explained.

The CVM is also evaluating changes related to centralized depository services in a digital environment. The idea is to adapt asset custody, ownership control, and transfer and recordkeeping services to the possibilities offered by blockchain, without compromising investor identification or information integrity.

The details are still being developed by the agency’s working group. So far, the CVM has not presented a definitive list of the requirements that will be removed or simplified under the future regulations.

The secondary market is the main bottleneck

For Erik Oioli, founder and managing partner of VBSO Advogados, the lack of a functional secondary market is among the main obstacles to the expansion of tokenization in Brazil.

Although offerings of tokens representing securities already exist, investors still face difficulties selling these assets after issuance. Without a trading environment, tokenization may facilitate initial distribution but does not necessarily create liquidity.

“Today, in practice, apart from a few exceptions involving specific cases, you cannot list a token for trading. There is nowhere to trade it,” Oioli stated.

The lawyer explained that “135 Light” could pave the way for new participants interested in operating trading environments for tokenized assets. Easing certain governance requirements, formalities, and internal structural requirements would reduce the costs of launching these operations.

Projects previously approved under the CVM’s Regulatory Sandbox have already pointed in this direction. During the tests, the agency granted exemptions from Resolution 135 requirements to enable innovative models to operate.

In the case of Bee4, for example, the CVM temporarily waived requirements related to the existence of an internal audit function, an advisory committee, and a central counterparty. The exemptions were accompanied by additional safeguards intended to limit the project’s risks, in accordance with a decision published by the agency itself.

According to Oioli, these experiences could serve as a starting point for “135 Light.” The challenge will be to turn exemptions granted to experimental projects into permanent and proportionate rules applicable to a broader range of companies.

Settlement requires the participation of the Central Bank

Despite the possibility of easing governance structures, Oioli warned that one of the main obstacles does not depend solely on the CVM. Transaction settlement also falls within the Central Bank’s jurisdiction.

Blockchain enables tokenized assets to be transferred quickly. However, to complete a transaction, it is also necessary to ensure settlement of the financial leg, that is, the transfer of the money used to purchase the asset.

Without integration between these two stages, the market cannot fully benefit from advantages such as instant settlement or continuous operation. Therefore, the development of the new environment will depend on coordination between the CVM and the Central Bank.

“Settlement is closely connected to the advantages that blockchain technology can bring. However, when you get to settlement, you run into the Central Bank. This is a responsibility shared between the CVM and the Central Bank,” Oioli explained.

The lawyer stated that the Central Bank is also involved in this agenda. Defining the settlement model will be crucial in determining how far platforms can go in automating transactions and reducing the time between trading and the definitive transfer of assets.

Crowdfunding could offer another path

In addition to creating simplified markets under “135 Light,” another option would be to expand trading possibilities on crowdfunding platforms.

Currently, CVM Resolution 88 allows these platforms to connect investors interested in subsequent transactions. However, they cannot establish or operate organized markets or use terms such as stock exchange.

In Oioli’s assessment, this system is still far from constituting a fully developed secondary market. The platforms facilitate connections between buyers and sellers but do not offer the same trading structure, price formation, and liquidity found in an organized market.

Henrique noted that crowdfunding already serves as an example of proportionate regulation. Offerings that could be economically unfeasible under CVM Resolution 160 can reach investors through a simpler and less expensive framework.

The same logic may guide “135 Light”: preserve sufficient information for investors to understand the product and its risks without imposing on new projects all the costs applicable to the market’s largest infrastructures.

“Investors must be given the information they need to understand what they are investing in, so that it is not a pyramid scheme, but without imposing an enormous cost, because that cost hinders innovation,” the superintendent stated.

Greater flexibility will require stronger oversight

Henrique linked the relaxation of rules to strengthening the CVM’s supervisory capacity. According to him, the agency will only be able to authorize simpler regulatory structures if it has sufficient budget, technology, and staff to closely monitor these participants.

In this regard, the superintendent mentioned the decision by Brazil’s Supreme Federal Court that expanded the allocation to the CVM of funds collected through the Securities Market Supervision Fee.

The rationale is that less prescriptive regulation requires more active supervision. Instead of determining every operational detail in advance, the CVM would monitor how projects operate and verify whether the regulation’s core objectives continue to be met.

CVM Chairman Otto Lobo endorsed the work conducted by the group and highlighted the joint participation of different areas of the agency and market representatives. In his view, Brazil has the technological expertise and institutions needed to take a leading position in this process.