The asset tokenization infrastructure for the regulated financial market is increasingly intersecting with an instrument that has gained real traction in the Brazilian capital market: the commercial note.
In the first half of 2026, 123 transactions with this security were registered, a record high and a 43% increase over the same period of the previous year, according to Anbima data.
More than the volume, what stands out is where this growth is heading: smaller companies, smaller tickets and a growing demand for structurers capable of making these operations happen to an institutional standard.
We wrote this article to explain this movement to those who structure operations: asset managers, family offices, securitization companies and Independent Investment Structurers who see the expansion of this market as a concrete opportunity to grow their client base and their operational capacity.
What is changing in access to credit for mid-sized companies and why does it matter for structurers?
For years, the capital market was the exclusive territory of large corporations. Structuring costs, regulatory requirements and the need to distribute to qualified investors made any issuance unviable for companies with revenue below R$ 500 million.
However, this scenario is changing, and the data confirms it.
The average ticket of public commercial note issuances fell from approximately R$ 340 million to around R$ 210 million between 2025 and the first half of 2026. In private issuances, the median reached R$ 600,000, down from R$ 1.5 million in the same period of the previous year.
These Anbima figures, shared by Capital Aberto, are no coincidence: they reflect regulatory changes that opened the market to a new issuer profile.
For structurers, this transformation represents something very concrete: a new client base that previously had no access to the capital market and now does, but that still needs someone capable of carrying out the operation from start to finish.
What does the growth in commercial note issuances reveal about the demand for structuring?
A record 123 transactions in six months, besides being positive news for the market, is a sign that structuring infrastructure is being put to work at scale.
Each of these operations involves a bookkeeping agent, a custodian, legal analysis, financial modeling and distribution to investors and, in most cases, a support structure that coordinates all these pieces.
The growth in smaller-ticket private issuances is especially relevant: it indicates that companies that had never accessed the capital market are coming to this instrument for the first time. And that first access goes through a structurer who knows the way.
Why are structurers who understand this instrument ahead in serving mid-sized companies?
Most content about commercial notes is aimed at issuers. Structurers who master the mechanics of this instrument, not just the concept but the full operational flow, occupy a less contested and more strategic space in the market.
They do not need to convince clients that the instrument exists; they only need to show that they have the ability to execute it.
This applied knowledge, combined with real infrastructure to carry out the operation, is what separates the structurer who closes deals from the one who only presents possibilities.
What is a commercial note and how does it work in practice?
A commercial note is a short- or medium-term debt security issued by corporations (S.A.) or limited liability companies (Ltda.), with a minimum term of 30 days. It was regulated by Law 14.195/2021 and CVM Resolution 60, which established the conditions for issuing, registering and distributing this instrument in the Brazilian capital market.
In practice, it works like this:
- The issuing company defines the amount to be raised, the term, the yield and the collateral.
- A fiduciary agent is appointed to represent investors’ interests.
- The issuance is registered with a registration entity authorized by the CVM.
- The securities are then distributed to qualified investors, in the case of public issuances, and the company receives the funds it will use in its operations.
From the structurer’s point of view, the flow involves: analyzing the issuer’s eligibility, modeling the operation (term, yield, collateral), preparing the legal documentation, coordinating with the bookkeeping agent and custodian, registering with the registration entity and distributing to investors.
It is a process with many pieces, and each of them needs to be in the right place for the operation to be completed.
It is worth noting that commercial notes have no specific required use of proceeds, unlike some incentivized types of debentures, for example. This gives the issuer more flexibility, but it also requires the structurer to know how to model the operation so that it makes sense for each client’s profile and needs.
Why has the commercial note become a real alternative to bank credit for mid-sized companies?
Bank credit for mid-sized companies in Brazil is expensive, bureaucratic and often insufficient. High interest rates, collateral requirements out of proportion to the company’s size and terms that do not match the business’s operating cycle are recurring obstacles.
Commercial notes offer a different path, not free of complexity, but with relevant structural advantages.
| Criterion | Bank credit | Commercial note |
| Cost of capital | Higher rates, with the bank spread built in | Cost set directly with the investor, without bank intermediation |
| Collateral required | Often out of proportion to the company’s size | Collateral structure negotiated according to the operation’s profile |
| Term | Standardized by the financial institution, not always aligned with the operating cycle | Defined together with the market, and can be adjusted to the company’s cash flow |
| Flexibility of terms | Low: conditions predefined by the bank | High: term, yield and collateral are negotiated during structuring |
| Relationship | Dependence on a single financial institution | Building a credit track record directly in the capital market |
| Bureaucracy | Traditional process, often slow | Structured process, but tailored to the operation |
For structurers, this means offering a structure that the client controls, that can be designed for any cash flow and that builds a credit track record in the capital market.
What structural advantages of commercial notes should structurers present to clients?
- Flexible terms: issuances from 30 days, with the possibility of structuring longer terms according to the issuer’s needs.
- Potentially lower cost: without the built-in bank margin, the cost of funding tends to be more competitive, especially for companies with good credit quality.
- Diversified funding sources: reduces dependence on the traditional banking system and increases the company’s financial resilience.
- Building a track record in the capital market: a well-structured first issuance paves the way for future operations with higher volume and lower cost.
- Flexible collateral: the collateral structure can be designed according to the issuer’s profile, including receivables, fiduciary lien and guarantees, among others.
- Broad eligibility: both corporations (S.A.) and limited liability companies (Ltda.) can issue, which significantly expands the structurer’s universe of potential clients.
What did the FÁCIL Regime change for structurers serving mid-sized companies?
CVM Resolution 232, which established the so-called FÁCIL Regime (Facilitação do Acesso ao Capital Incentivando Liquidez, or “facilitating access to capital and encouraging liquidity”), was a turning point for the market for smaller issuances. For structurers, it did not just change regulation, it changed the universe of clients they can serve.
Before the FÁCIL Regime, the regulatory cost of a public issuance was practically the same regardless of the size of the operation.
This made it unviable to structure issuances for smaller companies: the fixed cost of compliance, registration and documentation consumed a disproportionate share of the amount raised. The FÁCIL Regime solved this problem, at least in part.
What is the FÁCIL Regime and who can access it?
The FÁCIL Regime is a set of simplified CVM rules for smaller public offerings, aimed at issuers with annual gross revenue below R$ 500 million.
It reduces documentation requirements, simplifies the registration process and lowers the total regulatory cost of the issuance, making it viable to structure operations that previously would have been economically inefficient.
In the context of commercial notes, the FÁCIL Regime allows mid-sized companies to access the capital market through public offerings with a level of regulatory requirements proportional to their size. This does not mean a lack of rigor, it means proportionality.
How does the FÁCIL Regime expand the universe of clients structurers can serve?
It makes it viable to serve companies that were previously not capital market clients. A company with R$ 80 million in revenue, for example, that never considered a public issuance because of the regulatory cost, can now be structured in an economically efficient way.
For structurers, this means a significantly larger base of potential clients. But it is important to make clear to the client what the FÁCIL Regime is and what it is not.
It simplifies the regulatory cost, but it does not eliminate the need for proper structuring. A bookkeeping agent, a fiduciary agent, legal documentation and qualified distribution remain essential.
What changes is the proportionality of the requirements, not the need for a structurer capable of coordinating all these pieces.
Public and private commercial notes: which path makes more sense for each client?
The distinction between public and private commercial note issuances is one of the most important points structurers need to master and communicate clearly to clients.
A public commercial note is distributed through a public offering, with CVM registration (or classification under the FÁCIL Regime), and can be offered broadly to qualified investors. It requires more documentation, has higher regulatory costs and demands an organized distribution structure.
In return, it offers access to a larger universe of investors and potential for higher-volume operations.
A private commercial note, on the other hand, is distributed on a restricted basis, without a public offering, to a limited group of investors, usually professional investors or those connected to the structurer. It has fewer regulatory requirements, can be structured more quickly and is especially suitable for smaller-ticket operations.
| Criterion | Public commercial note | Private commercial note |
| Form of distribution | Public offering | Restricted distribution, without a public offering |
| Registration | CVM registration (or classification under the FÁCIL Regime) | No CVM registration required |
| Investors | Qualified investors, broadly | Limited group, usually professional investors or those connected to the structurer |
| Documentation requirements | More rigorous | More simplified |
| Regulatory cost | Higher | Lower |
| Speed of structuring | Slower, due to the organized distribution structure required | Faster, due to lower regulatory requirements |
| Typical operation volume | Potential for higher-volume operations | Suited to smaller-ticket operations (median of R$ 600,000 in the first half of 2026) |
| Makes more sense when | The company seeks significant capital and wants to build a broad track record in the market | The company is making its first issuance, with an investor base it already knows |
The growth of smaller-ticket private issuances is, in fact, a clear sign that the market is creating a new segment, and the structurer who knows how to operate in it has a real competitive advantage.
Understanding the future of the capital market necessarily involves understanding how these new segments take hold.
What do structurers need to carry out these operations to an institutional standard?
Understanding the instrument is the first step. But between understanding and executing there is a gap measured in infrastructure.
A well-structured commercial note issuance involves multiple agents, documents, registrations and flows, and coordinating all of this to an institutional standard requires more than isolated technical knowledge.
This is where the difference between structurers who close deals and structurers who only present possibilities becomes most evident. The infrastructure available to coordinate all these elements is what turns potential into results.
BlockBR was built to solve exactly this problem. As market infrastructure for regulated digital assets, it integrates technology, legal, compliance and regulated agents within an operational architecture that allows structurers to carry out issuances to an institutional standard, without having to build each layer separately or improvise solutions that were not born at the required regulatory level.
BlockBR Station is the hub that connects the essential pieces of an issuance: the bookkeeping agent, custodian, fiduciary agent and other participants in the structure within the regulated environment. For structurers serving mid-sized companies on their first issuance, having this integration available means less operational friction, less risk of failure at critical stages and more capacity to scale the number of operations they handle.
For structurers and platforms that want to run commercial note issuances with an integrated legal and technological foundation, BlockBR Whitelabel offers a concrete alternative to building their own infrastructure from scratch. Instead of putting together each layer separately, which consumes time, capital and regulatory attention, the structurer operates on a foundation that is already born at the level required by the regulated market.
Asset tokenization in this context is not a peripheral feature, it is an operational layer that adds traceability, efficiency and scale to the issuance and distribution process, without breaking existing regulation.
What are the non-negotiable structural requirements of a well-built issuance?
- A licensed bookkeeping agent: responsible for controlling and recording the holders of the securities. Without a CVM-authorized bookkeeping agent, the issuance has no operational validity.
- A fiduciary agent: represents investors’ interests and monitors the issuer’s compliance with its obligations throughout the life of the security.
- Registration with a registration entity: the issuance must be registered with an authorized entity, such as B3 or CETIP, to have legal validity and traceability.
- Complete legal documentation: the deed of issuance, subscription form, approval minutes and other documents required by applicable regulation.
- Issuer eligibility analysis: verifying that the company meets the legal requirements for issuance, including corporate type, tax status and good standing with the relevant authorities.
- A qualified distribution structure: defining the investor profile, distribution channels and compliance with the rules applicable to the offering (public or private).
The commercial note market is growing, and structurers with infrastructure will capture more of it.
Anbima’s data for the first half of 2026 leaves no doubt: the commercial note market is growing in volume, in number of transactions and in the diversity of issuers.
The drop in the average ticket and in the median of private issuances indicates that the instrument is reaching companies that had never accessed the capital market before, and that will need structurers to make it happen.
This growth is neither linear nor automatic. It depends on the existence of a structuring chain capable of serving this new issuer profile efficiently and with regulatory certainty.
Tokenization as an operational layer is already starting to show its role in this ecosystem, not as hype, but as a real efficiency tool for smaller-ticket issuances that need scale.
Structurers who understand the instrument, master the operational flow and have access to the right infrastructure are in a position to capture a growing share of this market.
What the CVM’s tokenization agenda and recent regulatory moves show is that the capital market is opening up, and those with the structure to operate in this new environment will grow along with it.
If you are a structurer, asset manager or family office that wants to carry out commercial note issuances for mid-sized companies to an institutional standard, the conversation starts with infrastructure.
Talk to the BlockBR team and see how our operational architecture can expand your capacity to serve this market.
Frequently asked questions about structuring commercial notes for mid-sized companies
What is a commercial note?
A commercial note is a debt security issued by corporations or limited liability companies to raise funds in the capital market. Regulated by Law 14.195/2021 and CVM Resolution 60, it has a minimum term of 30 days and can be distributed publicly or privately, depending on the profile of the operation and the issuer.
What is the difference between a commercial note and a debenture?
The main difference lies in issuer eligibility and term. Debentures are exclusive to corporations (S.A.); commercial notes can also be issued by limited liability companies. In addition, debentures are typically associated with longer terms and larger operations, while commercial notes are a short- and medium-term instrument, with faster structuring and potentially lower regulatory costs for smaller issuances.
Can a limited liability company issue commercial notes?
Yes. Law 14.195/2021 extended the ability to issue commercial notes to limited liability companies, which significantly expanded the universe of potential issuers. Before this regulation, access to the capital market through debt securities was practically restricted to corporations.
What is the FÁCIL Regime and how does it make commercial note issuance easier?
The FÁCIL Regime, established by CVM Resolution 232, is a set of simplified rules for smaller public offerings, aimed at issuers with annual gross revenue below R$ 500 million. It reduces documentation requirements and the regulatory cost of issuances, making it viable to structure operations that previously would have been economically inefficient for mid-sized companies. It is important to note that the FÁCIL Regime simplifies the regulatory cost, but does not eliminate the need for proper structuring.
How much does it cost to structure a commercial note issuance?
The cost of structuring varies according to the volume of the issuance, the type (public or private), the complexity of the collateral structure and the agents involved. Broadly speaking, the main costs include the structurer’s fees, registration fees, the bookkeeping agent’s and fiduciary agent’s fees and any legal costs. For smaller issuances under the FÁCIL Regime, these costs tend to be proportionally lower, but they still require planning and adequate infrastructure.
Are private and public commercial notes the same thing?
No. A public commercial note is distributed through a public offering, with CVM registration or classification under the FÁCIL Regime, and can be offered broadly to qualified investors. A private commercial note is distributed on a restricted basis, without a public offering, to a limited group of investors, usually with fewer regulatory requirements and greater operational agility. The choice between the two depends on the issuer’s profile, the amount being raised and the investor base available to the structurer.
