Capital Markets

A startup can raise up to R$ 15 million per 12-month period through platforms authorized by the CVM (Brazil's securities regulator), under CVM Resolution 88/2022. The limit applies to the issuer — not per platform: if the company raises funds on two different platforms, the amounts are added together. To qualify, the company must have annual gross revenue of up to R$ 40 million. Companies above that revenue threshold need to consider other instruments, such as debentures with restricted placement efforts (CVM Resolution 160/2022) or a private round with qualified investors.Ler artigo completo

They are not the same thing. The *mútuo conversível* (convertible loan) is a loan governed by the Civil Code (Articles 586 to 592): it is debt, it has a maturity date, and it appears as a liability on the balance sheet until conversion. The SAFE (Simple Agreement for Future Equity) is an atypical contract under Brazilian law — there is no specific legislation regulating it — and it is not debt: the investor cannot demand the money back, only participation in a future event. The difference matters for the balance sheet, for covenants in debt agreements, and for due diligence in future funding rounds.Ler artigo completo

An IPO makes sense once the company already has enough scale to dilute the annual regulatory costs — estimated at between R$ 3 and R$ 8 million per year for smaller-cap companies, factoring in audit, investor relations, specialized legal counsel, and disclosure overhead. Below an estimated market value of R$ 150–200 million, these costs rarely pay off relative to the capital raised. For SMBs, alternatives such as debentures with restricted placement efforts (CVM Resolution 160/2022) or fundraising through a *FIP* (Fundo de Investimento em Participações, a private equity investment fund) tend to be more suitable.