CMN restricts the ballast of securitization operations (CRI, CRA and CDCA)

In brief

On May 22, 2025, the Brazilian National Monetary Council (CMN) published the CMN Resolution No. 5,212, with the aim of amending CMN Resolution No. 5,118, which regulates the backing of securitization operations (CRI, CRA and CDCA).

Straight to the point

With the amendment, it became forbidden to use, as backing for securitization operations, debt securities owed, co-debted and/or guaranteed by legal entities whose main sector of activity is not related to the respective securitization security (CRI: real estate sector; CRA and CDCA: agribusiness).

Prior to the publication of the new resolution, this restriction applied only to publicly traded companies, i.e. only publicly traded companies whose main sector of activity was real estate or agribusiness could issue debt securities to back CRI and CRA, respectively. The main sector of activity means the sector of a company responsible for more than two-thirds (2/3) of its consolidated revenue. This restriction now applies to legal entities in general.

CMN Resolution 5.212 does not affect operations whose backing is made up of credit rights, the so-called CRI and CRA by origin.

With the amendment published yesterday, CMN Resolution 5.118 now reads as follows:

“Art. 3 CRAs, CRIs and CDCAs may not contain as backing:

I – debt securities whose debtor, co-debtor or guarantor is:

a) a legal entity whose main sector of activity is not real estate, in the case of CRIs, or agribusiness, in the case of CRAs and CDCAs; (Wording given by CMN Resolution No. 5,212)
[…]”

Duration and effects

CMN Resolution No. 5,212 came into force on the date of its publication (yesterday, May 22, 2025), and its effects will not be applied to: (i) securities that have already been distributed by May 22, 2025; and, (ii) securities whose application for a public offering for distribution before the CVM has already been made.