4/23/2026
On February 9, 2026, the National Department of Business Registration and Integration (DREI), linked to the Ministry of Entrepreneurship, Microenterprise and Small Business (MEMP), forwarded to the Brazilian Boards of Trade Circular Letter (Ofício Circular) SEI No. 92/2026/MEMP, providing guidance on the possibility for limited liability companies (sociedades limitadas) to issue debentures. DREI explains that its position stems from a request formalized through a Freedom of Information request and that, after reviewing the applicable legislation and the rules issued by the Brazilian Securities and Exchange Commission (CVM), it concluded that there is sufficient legal basis to allow the issuance of debentures by limited liability companies, with particular emphasis on convertible debentures, which are considered the instruments best suited to the nature of this corporate type. As normative support, the Circular Letter highlights the recent evolution of the legal framework, especially Law No. 14,195/2021, which expressly authorized the issuance of commercial notes by limited liability companies, including with conversion clauses into equity interests in private offerings—an aspect that, in DREI’s view, further reinforces the possibility of using structured financing instruments by limited liability companies.
From a registration standpoint, the Circular Letter instructs the Boards of Trade to give broad publicity to this understanding and to adjust their systems to allow limited liability companies to file the acts related to the Deed of Issuance of Debentures and any Amendments thereto. Although DREI notes that the matter is still under review for future nationwide regulation of registration procedures, the document indicates that certain guidelines may and should already be observed in order to provide greater legal certainty and predictability. Among these, DREI indicates that, for registration purposes, an express provision in the articles of association addressing the issuance of debentures would not be required where the supplementary application of the Brazilian Corporations Law (Law No. 6,404/1976) can be presumed through the adoption of institutes typical of that regime, pursuant to DREI Normative Instruction No. 81/2020. Conversely, in the absence of any element allowing such presumption, the Circular Letter points to the need to file an amendment to the articles of association to include either an express supplementary governance clause or a reference to a typical corporate institute, including the issuance of debentures itself. The document also mentions the company’s adoption of the Debenture Registry Book and the Debenture Transfer Book and recommends that the Boards of Trade, when setting public filing fees, take into account the particularities of limited liability companies. Until a specific fee item is established, the application of the same fee charged for the filing of the articles of association of this corporate type is deemed acceptable. Finally, the Circular Letter recommends that the registration review follow, as applicable, the procedures adopted for corporations (sociedades anônimas), while respecting the particularities of limited liability companies, and underscores the limits of the Boards of Trade’s authority, which should neither require specific evidence relating to the issuer’s obligations before regulated markets nor assess the merits of the type of debenture agreed between the parties.
In practical terms, the disclosed understanding tends to facilitate the use, by limited liability companies, of funding instruments traditionally associated with corporations, allowing for more sophisticated financing structures without necessarily requiring a change in corporate form. As the topic is still evolving within DREI and Brazilian corporate legislation does not yet provide specific rules on the matter, it is recommended that transactions of this nature be structured with due attention to the articles of association, corporate governance and the applicable securities law framework, as well as with prior alignment regarding the procedural requirements of the competent Board of Trade.
