Tokenization In Brazil: Why Tokenized Receivables Are The Market’s Next Big Move

Tokenization has become one of those words that turns up everywhere in finance and rarely gets explained well. Strip away the hype and the idea is simple. You take rights over an asset, a piece of real estate, a loan, a stream of receivables, and you turn those rights into a digital token that lives on a shared electronic ledger, usually a blockchain. Once an asset exists as a token, it can be split into small pieces, sold quickly, and settled in seconds, with every step recorded and very hard to tamper with. Brazil has turned out to be one of the best places in the world to watch this happen, and the most interesting part of the story is only now getting started.

Five Kinds of Token, and Who Watches Over Them

Not every token does the same job, and the differences matter. Payment tokens, like Bitcoin, are meant to work as money. Utility tokens are closer to a prepaid pass, giving the holder access to a product or service, such as the fan tokens some football clubs sell to their supporters. Non-fungible tokens, the famous NFTs, stand for something unique, a piece of digital art or a collectible. Stablecoins try to hold a steady value by tracking a reference asset, usually a currency such as the dollar, so that one token is always worth about one unit of that asset.

This article is about a fifth kind, the security token. These are tokens that represent actual securities, instruments such as debentures, fund quotas, or securitized receivables. Before going further, it helps to know who is in charge of what. In Brazil, most of the crypto world, meaning the payment tokens, the stablecoins, the exchanges that trade them, and the custodians that hold them, sits under the Central Bank. The Virtual Assets Law (Law 14,478/2022) and Decree 11,563/2023 placed the Central Bank in charge of virtual-asset service providers, and in November 2025 it delivered the detailed rulebook through Resolutions 519, 520, and 521, which borrow heavily from Europe’s MiCA and from the global anti-money-laundering standards. Security tokens are the exception to that division. Because they are securities, they answer to the Comissão de Valores Mobiliários, the CVM, Brazil’s securities regulator. That is the world this article lives in.

When Is a Token a Security?

So when does a token count as a security? The CVM answered by looking at substance rather than labels. Its Guidance Opinion 40 set out the test plainly. A token is a security when it digitally represents one of the assets listed in Article 2 of Law 6,385/76, or when it behaves as a collective investment contract, meaning people put money into a common venture expecting profit from someone else’s effort. That second idea comes straight from the Howey test created by the United States Supreme Court. The practical message is blunt. It does not matter what you call the product or how you dress it up. If it walks like a duck and quacks like a duck, the CVM will treat it as a duck. An asset with the economic nature of a security is a security, and it answers to the regulator accordingly.

The Workhorse Rule: Resolution 88

Once you accept that these tokens are securities, the next question is how to offer them to the public without burying small issuers in paperwork. The tool the market reached for was Resolution 88, which governs investment crowdfunding, where small companies raise money from the public through licensed online platforms without a full registration. There is a small irony here. Resolution 88 was written in 2022 mainly with equity in mind, the classic startup selling a slice of itself. In practice, the market used it for something quite different. The vast majority of offerings have been debt, namely certificates of receivables, debentures, and commercial notes, which today account for more than nine out of every ten reais raised on these platforms. The rule came with firm ceilings, though. An issuer could raise at most 15 million reais per offering and could not report more than 40 million reais in annual revenue. Comfortable for a small fintech. Far too tight for a securitization market that was about to take off.

From a Curiosity to Billions

And take off it did. In 2022, before the tokenizers arrived in the regulated space, debt and securitization offerings on these platforms added up to around 7 million reais. By 2023 the figure had reached roughly 220 million. In 2024 it leapt to about 1.5 billion reais, and by then certificates of receivables alone made up close to three quarters of the volume. Full-year 2025 closed near 3.9 billion reais across more than 800 offerings, pushing the cumulative total since 2023 past 4.9 billion. Investors followed the money, with more than a hundred thousand of them taking part in 2024 alone. In the space of three years, tokenized credit went from a curiosity to a genuine financing channel for small and medium-sized companies.

A Regulator Building Toward the Moment

None of this happened by accident, and none of it happened against the regulator either. The CVM built toward it step by step, and usually alongside the market. Guidance Opinion 40 set the conceptual test in 2022. The following year, two circular letters from the CVM’s supervision area, numbers 4 and 6 of 2023, did the unglamorous but essential work of confirming that receivables tokens and fixed-income tokens were securities that fit inside the crowdfunding regime. A regulatory sandbox, running since 2020, let companies such as Vórtx Tokenizadora, BEEF4, and Estar Finance test structures in a controlled environment. So for a couple of years the market operated under Resolution 88 guided by this layer of official orientation, learning what worked and what did not. That accumulated experience is exactly what set the stage for the next move.

The Reform on the Table

That next move arrived on 24 September 2025, when the CVM opened Public Consultation SDM 05/2025 and proposed to retire Resolution 88 and replace it with a broader, purpose-built rule. The comment window, later extended to 23 January 2026, has closed, and a final text is expected during 2026. Read the draft and one intention jumps out. The regulator is bending the rule toward debt, and above all toward the securitization of receivables, which is where the real activity has been.

The headline changes are generous. The offering ceiling rises to 25 million reais for companies and agricultural cooperatives, 50 million for securitization companies, and 2.5 million per harvest for rural producers. The revenue cap for unregistered companies disappears altogether. New issuers come through the door, including registered securitizers, individual rural producers, and farm cooperatives, opening a direct channel between the capital markets and agribusiness, a pillar of the Brazilian economy. Crowdfunding platforms would be able to plug into the traditional distribution system, issuers could buy back their own securities, and the old notion of an active investor gets a refresh.

The securitization piece is where the debate turns sharp, and where this article’s central point lives. Today, only securitization companies that are not registered with the CVM can offer their receivables tokens through crowdfunding, which keeps the structure light and cheap. The draft would force these companies to register, and registration pulls in the full weight of Resolution 60, the traditional securitization rulebook, with its compliance costs, its 20 percent concentration limit per debtor, and its demands for rating, audit, and a fiduciary agent on every deal. For the small, fast operations that built this market, several participants warned, that load could be crushing. A joint manifesto from five industry bodies, namely ABcripto, CrowdInvest, ABFintechs, ABToken, and the Instituto Livre Mercado, asked the CVM to keep the regime proportional and to protect the structures the sector depends on, especially warehousing, the practice of buying receivables in advance to build a pool for a future deal. The draft is not all friction, though. It already lets closed-capital securitizers act as issuers, and, tellingly, it frees tokenized securities offered through crowdfunding from the requirement of central deposit at B3, which strips a real operational cost out of every transaction.

Why Tokenized Receivables Are the Real Disruption

Put those threads together and the thesis is simple. The disruption that matters here is the tokenization of receivables, not tokenization in the abstract. The data already shows it, since receivables certificates have driven most of the volume for two years running. When you let that activity scale under clearer rules, two kinds of cost fall at the same time. The cost of running an offering drops, because the procedure is lighter and much of the work is automated through smart contracts. And the operational cost across the life of the asset drops too, helped by measures like the B3 deposit waiver and on-chain recordkeeping. Lower costs do more than reward the people structuring deals. They widen the door. A mid-sized company that could never justify the expense of a traditional offering can suddenly reach the market. An ordinary investor, including the non-qualified kind, can buy a fraction of a receivables portfolio that used to be the exclusive turf of institutions. More competition and more efficiency tend to push financing rates down, while fractional, always-on secondary trading keeps the market liquid and busy.

Brazil’s Place on the Map

Where does this leave Brazil on the world map? It is fair to be honest about the company it keeps. Europe, through MiCA and its DLT pilot regime, together with national frameworks in Germany and Switzerland, and Singapore, through the Monetary Authority’s Project Guardian, are usually held up as the most mature homes for tokenized securities. Brazil took a different road, and it has paid off. Instead of waiting years for a brand-new digital-asset statute, it slotted tokenization into the securities rules it already had and opened the door to ordinary investors at scale. That choice let regulated tokenized credit grow faster here than in most peer markets, and it places Brazil at the front of Latin America and among the leaders of the emerging world. Pair the CVM’s reform with the Central Bank’s new framework for virtual assets and you get something rare, a single country with a supervised, end-to-end perimeter for the whole token economy. For an issuer hunting a deep and hungry pool of retail capital, or an investor looking for tokenized private credit with a real regulator standing behind it, there are few more interesting places to be right now. If the final rule keeps the ambition of the draft, the next leg of growth could be the steepest yet.

Why the Middlemen Are Still Here

None of this works without a measure of caution, and the regulator knows it. Speed is not the only thing that matters in a market built on other people’s savings. Real risks sit underneath the technology: cyberattacks, custody and settlement failures, gaps in investor understanding, and networks that still do not talk to one another cleanly. That is why the familiar guardians of the securities market have not been shown the door. The bookkeeper that records who owns what, the clearing and settlement infrastructure, the custodian, and the fiduciary agent all stay in place, because neither the market nor the regulator yet trusts the code to do their jobs alone. A blockchain can prove who holds a token, but on its own it does not replace the legal bookkeeper or the platform’s central control, and the underlying asset still has to be properly constituted in the real world. The CVM has even put the redesign of these classic intermediary roles on its 2026 agenda, a sign that it wants to modernize them rather than pretend they are obsolete. The real rupture, where automated solutions take over from middlemen, will come only once that trust has been earned.

Step back and what stands out is the maturity of the approach. Brazil is not tearing up the rulebook for the sake of novelty, and it is not freezing innovation out of fear. It is doing the harder thing, building a regime that can absorb a new technology, and the market’s appetite for it, while still giving the regulator the tools to do its job. That balance, more than any single figure, is why the tokenization of receivables in Brazil looks less like a passing trend and more like the early shape of how credit will be financed from here on.

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