_The February edition│2025 of our Newsletter has the following highlights:
– Brazilian Capital Abroad – Deadline for Submitting Periodic Declarations to the Central Bank in 2025
– Updates to the Reference Form: B3 ESG Annex
– CVM Issues Circular Letter No. 1/2025 with Guidelines on the Submission of Voting Maps for Meetings Convened from 01/01/2025
_ Brazilian Capital Abroad – Deadline for Submitting Periodic Declarations to the Central Bank in 2025
On February 15, 2025, the submission period for the Brazilian Capital Abroad Declaration (“DCBE”) to the Brazilian Central Bank began, referring to the period ended on December 31, 2024.
The submission of the DCBE is mandatory for individuals or legal entities residing, domiciled, or headquartered in Brazil that hold funds, assets, rights, and financial resources of any nature abroad, in accordance with the following rules:
- Annual Brazilian Capital Abroad Declaration: Applicable to holders of Brazilian capital abroad in an amount equal to or greater than USD 1 million (or its equivalent in other currencies) as of December 31 of the immediately preceding year. In 2025, the annual declaration (with a reference date of 12/31/2024) must be submitted by April 5, 2025, at 6:00 PM (BRT).
- Quarterly Brazilian Capital Abroad Declaration: Applicable to holders of Brazilian capital abroad in an amount equal to or greater than USD 100 million (or its equivalent in other currencies) on the reference dates of March 31, June 30, and September 30 of each year. In 2025, the quarterly declarations must be submitted according to the following schedule:Reference date: Submission Period:
03/31/2025 04/30 to 06/05/2025
06/30/2025 07/31 to 09/05/2025
09/30/2025 10/31 to 12/05/2025
For more information on the DCBE, please visit the Brazilian Central Bank’s website: https://www.bcb.gov.br/estabilidadefinanceira/cbe.
_Updates to the Reference Form: B3 ESG Annex
Starting this year, publicly held companies with shares listed on the stock exchange must include in their annual update of the Reference Form (“FRE”) the environmental, social, and corporate governance (“ESG”) measures set forth in Annex B of the B3 Issuers’ Regulation (“ESG Annex”). This disclosure aims to promote gender diversity and the presence of underrepresented groups in senior leadership positions within listed companies, as well as to encourage best environmental, social and governance practices.
The application of the ESG Annex follows the “comply or explain” mechanism, requiring companies to provide transparency to the market regarding the measures adopted to comply with these requirements or to explain the reasons for non-compliance.
By May 31, 2025, companies must submit their updated Reference Form, indicating the existence (or providing an explanation for the absence) of:
- The election of at least one individual listed in the ESG Annex to the board of directors or statutory executive board, namely, a woman or a member of an underrepresented community (Black, Brown, or Indigenous individuals, members of the LGBTQIA+ community, or persons with disabilities);
- The establishment of minimum diversity criteria in the nomination procedures for management positions; and
- The inclusion, in the executive compensation policy (where variable compensation applies), performance indicators related to ESG themes or targets.
The ESG Annex does not apply to category B publicly held companies registered with the Brazilian Securities and Exchange Commission (“CVM”), smaller companies (pursuant to Article 294-B of Law No. 6,404/1976), incentivized companies (pursuant to CVM Resolution No. 10), or issuers of sponsored BDRs.
For more information on the ESG Annex, visit: https://www.b3.com.br/data/files/3B/31/0A/CF/394798101DBF7498AC094EA8/Regulamento%20de%20Emissores%20_20.07.2023_.pdf.
_CVM Issues Circular Letter No. 1/2025 with Guidelines on the Submission of Voting Maps for Meetings Convened from 01/01/2025
In June 2024, the Brazilian Securities and Exchange Commission (“CVM”) issued CVM Resolution No. 204, introducing changes to remote voting processes in General Meetings of category A companies with shares (or certificates) listed on the stock exchange.
As a result of these regulatory changes – particularly those concerning the Remote Voting Ballot and voting maps – on February 5, 2025, the CVM published Circular Letter No. 1/2025-CVM/SEP to inform companies about the necessary procedures for submitting voting maps via the Empresas.Net system for meetings convened on or after January 1, 2025.
The Circular Letter, which provides a step-by-step guide on submitting voting maps before and after the meeting, is available at the following link: https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0125.html.
