CMN restricts FIDC investments in judicial and arbitral credits and expands disclosure rules

On September 24, 2026, the National Monetary Council (“CMN“) enacted CMN Resolution No. 5,343 (“Resolution“), amending CMN Resolution No. 2,907 of November 29, 2001, to impose new restrictions on credit rights investment funds (“FIDCs“) and funds of funds investing in FIDC quotas (“FIC-FIDCs“) that invest in rights arising from judicial proceedings or arbitration proceedings.

The main change, which will take effect on October 13, 2026, consists of a prohibition on making new investments, directly or indirectly, in rights or expectation of rights arising from judicial or arbitral proceedings until the relevant credit is definitively characterized by liquidity, certainty, and enforceability.

For judicial credits, definitive certainty, liquidity, and enforceability will only be considered met upon cumulative fulfillment of the following requirements

(i) a final and unappealable decision recognizing the right in the merits phase;

(ii) a final and unappealable decision in the liquidation phase, when necessary to determine the amount due; and

(iii) the lapse of the legal period for filing objections to enforcement of judgment or objections to execution without their submission, or if submitted, a final and unappealable decision ruling on them.

For arbitral credits, the following cumulative requirements must be met:

(i) an arbitral award, whether partial or final, recognizing the right and determining the amount due; and

(ii) the lapse of the legal period for filing an annulment action without its filing, or if filed, a final and unappealable decision dismissing it or terminating it without a ruling on the merits.

Indirect Investments

The Resolution also expressly provides that the prohibition is not limited to the direct acquisition of rights or expectation of rights arising from judicial or arbitral proceedings.

For this purpose, an indirect investment is one made through structures, transactions, or financial products capable of capturing the risks and benefits of such rights or expectation of rights, including through the acquisition of:

(i) securities, marketable securities, or contractual instruments of any nature whose underlying asset, collateral, return, or payment flow is linked, in whole or in part, to the rights or expectation of rights covered by the prohibition;

(ii) quotas of investment funds, companies, or other investment vehicles, incorporated in Brazil or abroad, whose portfolio contains, directly or indirectly, such rights or expectation of rights or the instruments referred to above; and

(iii) derivative instruments whose underlying asset corresponds, directly or indirectly, to such rights or expectation of rights, or to the instruments and vehicles mentioned above.

The new rule therefore extends not only to the FIDC?s direct ownership of the credit but also to intermediary structures through which the fund is exposed to the economic risks and benefits associated with the judicial or arbitral right before the requirements established by the Resolution are met.

Treatment of Existing Portfolio Assets

The Resolution does not expressly require the disposal of assets acquired before the new prohibition takes effect. Instead, it creates a specific regime for FIDCs and FIC-FIDCs that maintain in their portfolio rights or expectation of rights that do not meet the new requirements.

As of January 4, 2027, these funds must, among other measures:

(i) adopt a consistent methodology for credit valuation, subject to independent verification;

(ii) reassess assets whenever material procedural developments occur;

(iii) submit compliance with the procedures described in items (i) and (ii) above to independent audit; and

(iv) disclose monthly standardized information on the credits, including case identification, assignors and assignees, the value and fraction of the credit held by the fund, and in the case of credits against public entities, the portfolio composition by debtor government entity.

Practical Implications

The Resolution will have significant implications for the FIDC industry, considering the substantial number of funds whose investment strategies involve the acquisition of judicial or arbitral credits at stages that, once the new rule takes effect, will no longer be eligible for direct or indirect investment.

The CMN’s decision produces effects that go beyond the FIDC industry and the litigation finance and credit rights acquisition sectors, particularly reaching companies that benefit from the sale of judicial and arbitral credits. For these companies, the assignment of such rights constitutes an alternative form of financing their activities, contributing to the improvement of their capital structure, the immediate monetization of rights whose realization could take years, and the reduction of exposure to litigation-related risks. This is therefore a relevant development for corporate treasury and capital management strategies.

It is worth noting that in March 2026, CVM Resolution No. 240 had expanded the ability of FIDCs to acquire credits assigned by companies undergoing judicial reorganization, by removing the requirement for court approval of the reorganization plan – a move that appeared to point in the opposite direction of the new Resolution.

The broad concept of indirect investment, which encompasses instruments whose underlying asset, collateral, return, or payment flow is linked to such rights, as well as quotas of funds, companies, or other vehicles incorporated in Brazil or abroad and derivative instruments, requires administrators and managers to review not only the credit rights acquired directly but also the structures used to gain exposure to these assets.

In this context, asset managers and fiduciary administrators must assess the effects of the new framework both on new acquisitions and on assets already held in their portfolios, the latter being subject to the new valuation, audit, and disclosure requirements established by the Resolution.

Alternative Structures

In the context of the new restrictions, companies and investors seeking exposure to judicial and arbitral credits or alternative financing sources may consider and implement other alternative structures. The assessment of these alternatives should take into account, in particular, their respective tax implications and effects for the investor in the credit right.

Among the examples to be considered are securitized debentures, private equity funds (FIP) through their investees, direct acquisition structures using own resources – which are not directly subject to the restriction applicable to FIDCs – among others. Each alternative should be carefully evaluated in light of its specific regulatory, tax, and structural characteristics.

Final Remarks

The Resolution represents a major regulatory milestone for the segment. The adoption of measures to prevent the use of market instruments for money laundering and other financial crimes is a necessary and highly important step, and it is incumbent upon the regulator to address the deficiencies identified in operations involving judicial credits. However, the regulatory initiative driven by recently uncovered fraud must be proportionate, sanctioning illicit conduct without undermining the soundness of legitimate operations that are fundamental to the evolution of the country’s capital markets.

The prohibition on new investments takes effect on October 13, 2026, and the obligations applicable to assets already held in portfolio take effect on January 4, 2027.

The full text of the Resolution may be accessed through the following link.

This material is provided for informational purposes only. Our Investment Funds team is available to provide specific legal advice.