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CVM Makes Sustainability Report Disclosure Optional for Publicly Held Companies

 

CVM Makes Sustainability Report Disclosure Optional for Publicly Held Companies

On May 29, 2026, the Brazilian Securities and Exchange Commission (CVM – “Comissão de Valores Mobiliários”) issued Resolution CVM No. 244 (“Resolution CVM 244”), introducing relevant amendments to Resolution CVM No. 193, dated October 20, 2023 (“Resolution CVM 193”). Resolution CVM 244 revokes the mandatory preparation and disclosure of sustainability-related financial information reports by publicly held companies and other regulated entities.

Resolution CVM 193, in its original wording, had established the regulatory framework for the voluntary publication of sustainability reports in Brazil, based on standards issued by the Brazilian Sustainability Standards Board (CBPS – “Conselho Brasileiro de Padrões de Sustentabilidade”) and the International Sustainability Standards Board (“ISSB”). With the enactment of Resolution CVM 244, this obligation ceases to exist and becomes optional.

 

Key Amendments Introduced by Resolution CVM 244

Resolution CVM 244 revoked Art. 2 and item III of Art. 5 of Resolution CVM 193 and introduced the following changes:

  • Optional disclosure: upon the entry into force of Resolution CVM 244, the preparation and disclosure of sustainability-related financial information reports becomes optional rather than mandatory;
  • Minimum disclosure commitment: an entity that chooses to prepare and disclose sustainability-related financial information must publish it for a minimum of three consecutive fiscal years. Prior to Resolution CVM 244, if a company opted to disclose, it was required to do so on an ongoing basis;
  • Prior notice of discontinuation: an entity that decides to cease publishing sustainability-related financial information must notify the market of such decision through a material disclosure, published no later than the filing date of the annual financial statements with the CVM for the fiscal year preceding the one in which publication will be discontinued;
  • Explicit declaration of compliance: the entity must explicitly and unreservedly declare its adherence to the standards issued by the CBPS and the ISSB; and
  • Mandatory justification for non-disclosure as of 2027: as of January 1, 2027, a publicly held company that chooses not to file a sustainability report must justify such decision through a market disclosure, published no later than the filing date of the annual financial statements with the CVM, describing management’s rationale (Art. 3, sole paragraph).

 

Filing Deadlines for the Sustainability Report

Resolution CVM 244 also consolidated the deadlines for filing the sustainability-related financial information report with the CVM, as follows:

  • in the first fiscal year of filing: on the same date as the submission of the Annual Reference Form (FRE – “Formulário de Referência”); and
  • as of the second fiscal year of filing: within three months from the end of the fiscal year or on the same date as the submission of the financial statements, whichever comes first.

 

Effective Date

Resolution CVM 244 entered into force on the date of its publication, applying to fiscal years beginning on or after January 1, 2026.

Important: if the obligation to disclose a sustainability report is expressly set forth in a company’s debt instrument, it ceases to be merely regulatory in nature and becomes contractual. In such case, its discontinuation will require investor consent, failing which it may constitute an event of acceleration, pursuant to the terms of the applicable instrument.

The capital markets team at Cascione Advogados is fully equipped to provide specialized legal advice at every stage and in every aspect of this important regulatory transition.

Ana Paula Calil
acalil@cascione.com.br

Celso Contin
ccontin@cascione.com.br

Fabio Cascione
fcascione@cascione.com.br

Gabriel Capella
gcapella@cascione.com.br