The New Face of Finance Companies: What Changes with CMN Resolution No. 5,237/2025

In one of the most relevant regulatory developments in years, the Brazilian National Monetary Council (“CMN”) issued Resolution No. 5,237, dated July 24, 2025 (“CMN Resolution 5,237/25”), establishing a new regulatory framework for Credit, Financing and Investment Companies (“SCFIs”), commonly referred to as finance companies. The regulation, which enters into force on September 1, 2025, is the result of Public Consultation No. 101/2024, launched by the Central Bank of Brazil (“BACEN”) on June 25, 2024 (“PC 101/24”), with the aim of modernizing and consolidating rules that had previously been applied in a fragmented—and, in many cases, outdated—manner.

This update was long overdue. Until now, SCFIs were governed by more than 10 different regulations, many of them issued between the 1960s and 1980s, predating the rise of fintechs, digital financial services, and electronic wallets. With the new resolution, the sector is governed by a clear, unified regulation tailored to the current landscape—a regulatory “reset” that simplifies, broadens, and repositions the role of finance companies within the financial system.

Regulatory Evolution: From the Origins to the New Framework

The regulatory journey of SCFIs began in 1959 with Ministry of Finance Ordinance No. 309, issued prior to the creation of BACEN and the institutionalization of the Brazilian Financial System. At the time, institutions were categorized into three types: credit and financing companies, investment companies, and mixed companies. These classifications no longer reflect the modern market structure. Over time, new legal frameworks were introduced without expressly repealing earlier provisions, resulting in a fragmented and outdated regulatory environment.

It was in this context that PC 101/24 emerged, published by BACEN with a clear diagnosis: the SCFI regulatory framework was scattered across more than a dozen normative acts, many of them obsolete and disconnected from contemporary business models, such as credit fintechs, digital financial services, and integrated payment arrangements.

The proposal under PC 101/24 was ambitious and well received: to consolidate 11 regulations into a single rule, integrating provisions already established in practice with innovations aligned with the sector’s current dynamics. The final text of CMN Resolution 5,237/25 incorporated key contributions from the consultation, such as allowing SCFIs to act as payment acquirers and to invest in other companies, in addition to expanding funding instruments and introducing regional decentralization incentives. As a result, the new regulatory framework not only eliminates outdated norms but also reorganizes and repositions finance companies as central players in the modern credit ecosystem.

What Changes in Practice: New Possibilities for SCFIs

CMN Resolution 5,237/25 maintains the minimum paid-in capital requirement of BRL 7 million, but introduces a key decentralization incentive: institutions headquartered outside the states of São Paulo and Rio de Janeiro may be established with a 30% reduction in the minimum capital requirement, encouraging the emergence of new finance companies in regional centers.

In addition, the new regulation keeps SCFIs focused on credit, but significantly expands their scope of activity—aligning it more closely with that of mid-sized banks—without compromising legal certainty or the specialized nature of non-bank credit. In addition to traditional lending and financing activities, SCFIs are now allowed to:

• Act like fintechs: Issue electronic money, operate proprietary credit cards, act as payment initiators (Open Finance), and even provide merchant acquiring services (as acquirers);
• Provide services to third parties: Credit collection, credit rights analysis, act as banking correspondents, servicers, fiduciary agents, and even insurance distributors for credit-related products;
• Buy and sell financial assets, including in organized markets or over-the-counter, and invest funds in interbank deposits;
• Raise funds more broadly: In addition to CDBs, financial bills, agribusiness letters of credit (LCAs), real estate credit certificates (CCIs), and term deposits with special guarantees (DPGEs), SCFIs may now also issue securities abroad, provided that the funds raised are consistent with their corporate purpose; and
• Invest in other companies: Including fintechs, partner companies, or complementary structures, opening space for strategic corporate transactions, such as acquisitions, integrations, and reorganizations.

These changes bring SCFIs closer in profile to mid-sized banks, with the important exception of demand deposit-taking, which remains the exclusive domain of commercial banks.

More than Just a Rule Update: What’s Changing in the Market?

CMN Resolution No. 5,237 is especially relevant for the non-bank financial ecosystem. For credit fintechs, it represents an opportunity to migrate from the Direct Credit Company (SCD) model to the SCFI regime, gaining access to new funding sources, greater operational flexibility, and increased attractiveness for partnerships and M&A activity.

For payment institutions, the new framework enables consolidation of credit and payment services under a single regulatory license, allowing for more efficient hybrid business models. For example, a company may operate its own digital wallet, issue proprietary credit cards, and act as a merchant acquirer, all under the same legal entity and within the scope authorized for SCFIs.

Economic groups also benefit from greater flexibility to consolidate structures, engage in partnerships, acquisitions, or spin-offs, with more predictability and regulatory space. The ability to hold equity interests in other companies (previously restricted) becomes a strategic growth lever. For established finance companies, the resolution enables portfolio and revenue diversification, through the incorporation of modern operations, digital services, and a more competitive regional presence.

From a regulatory standpoint, the sector itself also benefits. The normative consolidation facilitates compliance, reduces ambiguity, and provides greater legal certainty for innovation, under a simplified and more efficient supervisory framework. This favors both the legal structuring of new market entrants and the strategic reorganization of established institutions, promoting convergence across traditionally segmented financial activities.

A Strategic Transition: Preparing for the New Regime

The new regulation takes effect on September 1, 2025, after which its provisions will be fully enforceable. Institutions that are already authorized, or in the process of obtaining authorization, must implement the necessary adjustments, including corporate changes, in line with the BACEN’s guidelines. These changes include updating corporate names and reviewing operational scopes to reflect the new possibilities and requirements under the updated framework.

The attorneys at Tauil & Chequer Advogados, in association with Mayer Brown LLP, with extensive experience in financial and regulatory law, are closely monitoring the changes introduced by CMN Resolution No. 5,237/2025 and are prepared to assist financial institutions, credit fintechs, and other market participants in structuring, reorganizing, or transitioning to the SCFI regime. We understand the complexities of the new regulatory framework and are committed to supporting our clients in the proper implementation of legal requirements, as well as in the strategic identification of opportunities arising from this more modern, competitive, and innovation-friendly regulatory environment.

*This content was prepared with the collaboration of intern Rafael Hrosz.