> For the complete documentation index, see [llms.txt](https://www.opensourcelaw.com.br/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://www.opensourcelaw.com.br/en/regulation/1.-cvm/1.2.-cvm-resolution-no.-80-2022.md).

# 1.2. CVM Resolution No. 80/2022

Provides for registration and the periodic and occasional provision of information by securities issuers.

The trading of securities depends on the issuer’s prior registration with the CVM.

The issuer of securities must be organized <mark style="background-color:purple;">as a corporation</mark>.

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The request for issuer registration must be submitted to the Superintendence of Relations with Companies – SEP, which must conclude its analysis within a maximum period of 60 (sixty) days from the date the documents are filed, and the registration shall be automatically granted if there is no response within this period.
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The following are exempt from issuer registration of securities:

* foreign issuers whose securities serve as underlying assets for depositary receipt programs – BDR Level I, sponsored or unsponsored;
* issuers of additional construction potential certificates;
* issuers of investment certificates related to the Brazilian cinematographic audiovisual sector;
* issuers of Structured Operations Certificates – COE, Financial Bills – LF, and Guaranteed Real Estate Bills – LIG that conduct public offerings of these financial instruments under the specific CVM regulation governing public offerings for the distribution of COE, LF, and LIG;
* the small business company that is an issuer, exclusively, of securities distributed with exemption from public offering registration through an electronic participatory investment platform, in accordance with specific regulation;
* the company whose shares owned by the Union, States, Federal District, and Municipalities, and other entities of the Public Administration, are the subject of an offering not subject to specific regulation on public offerings of securities distribution;
* the issuer of debt securities subject to a public offering intended exclusively for professional investors and whose offering is carried out through the automatic distribution procedure, under the regulation governing primary or secondary public offerings of securities and the trading of the securities offered in regulated markets; and
* the special purpose company issuing non-convertible debentures subject to a public offering intended exclusively for qualified investors, related to the raising of funds to implement investment projects in infrastructure or in economic production intensive in research, development, and innovation, considered priority under the rules established by the federal Executive Branch, in accordance with the requirements of the law that provides tax incentives for such securities.

## Obligations:

* to submit to the CVM periodic and event-driven information, namely: (i) registration form; (ii) reference form; (iii) financial statements; (iv) standardized financial statements form – DFP; (v) quarterly information form – ITR; (vi) notice of convocation of the annual general meeting, up to 21 (twenty-one) days before the date scheduled for the annual general meeting or on the same day of its first publication, whichever occurs first; (vii) management proposal on the matters to be deliberated at annual general meetings, under the terms and deadlines established in specific regulations; (viii) summary of the decisions taken at the annual general meeting, on the same day it is held; (ix) minutes of the annual general meeting, within 7 (seven) business days of its occurrence, accompanied by any statements of vote, dissent, or protest; (x) the report referred to in art. 68, § 1, item “b” of Law No. 6,404, of 1976, when applicable, within 4 (four) months after the end of the fiscal year or on the same day it is disclosed by the trustee, whichever occurs first; (xi) remote voting form, under the terms and deadlines established in specific regulation; (xii) report on the Brazilian Corporate Governance Code – Listed Companies; (xiii) synthetic map of shareholder voting instructions compiled by the registrar, under the terms and deadlines established in specific regulation; (xiv) synthetic voting map consolidating votes cast remotely, under the terms and deadlines established in specific regulation; (xv) final synthetic voting map, under the terms and deadlines established in specific regulation; and (xvi) final detailed voting map, under the terms and deadlines established in specific regulation;
* to keep the information on its website for 3 (three) years from the date of disclosure;
* to disclose information in simple, clear, objective, and concise language, in a comprehensive, fair, and simultaneous manner to the entire market.

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The disclosure of projections and estimates is optional and must be reviewed periodically, at an interval appropriate to the subject of the projection, which under no circumstances may exceed 1 (one) year.
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Issuers that issue exclusively commercial notes and bank credit notes – CCB, for public distribution or trading, <mark style="background-color:purple;">may be organized as a corporation or limited liability company</mark>. And issuers that issue exclusively agribusiness commercial notes – NCA, for public distribution or trading, <mark style="background-color:purple;">may be organized as agricultural cooperatives</mark>.
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## Documents for Supporting the Registration Request:

* request for registration of issuer of securities, signed by the investor relations officer, indicating the desired registration category;
* minutes of the general meeting that approved the registration request or equivalent document, if the issuer is not incorporated as a corporation;
* minutes of the board of directors meeting or general meeting that appointed the investor relations officer or equivalent document, if the issuer is not incorporated as a corporation;
* articles of association, consolidated and updated, or equivalent document, if the issuer is not incorporated as a corporation, accompanied by a document proving: a) approval by shareholders, quota holders, cooperative members, or equivalent persons; and b) prior approval or ratification by the market regulator of the market in which the issuer operates, when such administrative act is necessary for the validity or effectiveness of the articles;
* reference form appropriate to the desired registration category;
* registration form;
* financial statements for the last 3 (three) fiscal years, prepared in accordance with the accounting standards applicable to the issuer in the respective years;
* financial statements specially prepared for registration purposes referring to: a) the last fiscal year, provided that such statements reasonably reflect the issuer’s financial structure when the registration request is filed; or b) a later date, preferably coinciding with the end date of the last quarter of the current fiscal year, but never earlier than 120 (one hundred and twenty) days from the date the registration request is filed;
* management comments on the differences in the financial statements relating to the last fiscal year presented;
* minutes of all shareholders' meetings held in the last 12 (twelve) months or equivalent documents, if the issuer is not incorporated as a corporation;
* copy of the shareholders’ agreements or other corporate agreements filed at the issuer’s headquarters;
* copy of the agreement entered into with an institution to carry out book-entry securities services, if any;
* standardized financial statements form – DFP, relating to the last fiscal year;
* information disclosure policy, if any;
* quarterly information form – ITR;
* copy of the instruments of appointment of the issuer’s officers;
* share trading policy, if any; and
* statements regarding the issuer’s securities held by the officers, members of the audit committee, and any bodies with technical or advisory functions created by corporate charter provision.

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This Resolution provides, as annexes, the forms that must be completed by issuers.
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