Deciding to structure a FIDC (Investment Fund in Credit Rights) is not a simple choice. Before any operational step, there is a chain of strategic decisions that defines… whether the operation will be truly viable or will stall along the way.

The process of structuring a FIDC (Investment Fund in Receivables) involves much more than hiring agents and registering regulations; it requires precise coordination between legal, technology, distribution, and governance.

And it is precisely this complexity that few resources address in depth.

What does it mean to structure a FIDC (Investment Fund in Credit Rights) in the financial market?

Structuring a FIDC (Investment Fund in Credit Rights) means building, from scratch, the entire operational and legal architecture that will support the issuance, fundraising, and management of an investment fund in credit rights.

It’s not just about creating a legal vehicle, but about designing how credit will be originated, how risk will be distributed among the classes of shares, and how financial flows will be controlled throughout the life of the fund.

In practice, structuring is different from operating. Operating a FIDC (Investment Fund in Credit Rights) is managing what has already been built. Structuring is making the decisions that define the viability, risk profile, and attractiveness of the operation for investors. Mistakes at this stage compromise everything that comes after.

When does it make sense to structure a FIDC?

The structure of a FIDC (Investment Fund in Receivables) makes sense when a company has a recurring flow of receivables and needs an efficient way to convert them into liquidity without compromising its balance sheet.

It is also relevant for credit originators who wish to create their own fundraising vehicle or for asset managers who want to offer a structured product to qualified investors.

But not every asset justifies the cost and complexity of a FIDC (Investment Fund in Credit Rights). The decision needs to consider minimum operational volume, quality of the underlying asset, capacity to coordinate multiple agents, and availability of funds. technological and legal infrastructure to support the operation.

How to structure a FIDC: Steps of the operation in practice

The structuring process of a FIDC (Investment Fund in Receivables) can be divided into interdependent stages. Each stage requires specific technical decisions and involves different stakeholders. Ignoring any of them usually leads to costly rework or regulatory obstacles.

Asset origination and collateral definition

The first step is identifying and selecting the credit rights that will make up the fund. This includes defining the type of credit commercial, real estate, financial, among others—and legally validating whether these assets are credible, traceable, and eligible for the structure.

The quality of the underlying assets directly determines the operation’s rating, investor appetite, and unit pricing conditions. A poorly selected portfolio compromises the payment cascade and exposes senior unit holders to risks that have not been correctly priced.

Legal structuring and formalization of the operation.

With the collateral defined, the legal and financial structuring begins. At this stage, decisions are made regarding the division between senior and subordinated shares, the minimum subordination mechanism, the amortization rules, and the operation of the payment waterfall.

The fund’s regulations must accurately reflect this structure. It is the document that will guide the entire operation, including the eligibility criteria for credits, redemption conditions, valuation events, and the scenarios for early settlement. For operations involving… Asset tokenization: this step also needs to include the digital representation of shares and the corresponding custody rules.

Assembly of the distribution structure

A well-structured FIDC that fails to distribute shares is a fund that never gets off the ground. The definition of the offering structure, whether via CVM Instruction 160 for qualified investors or via a restricted offering, directly impacts the universe of accessible investors and the disclosure requirements.

At this point, technology begins to gain importance. Platforms with adequate infrastructure can automate the onboarding process for investors, control distribution rules, and ensure traceability of operations.

BLOCKBR Station, for example, acts as a regulatory integration hub, connecting regulated agents, custodians, registrars, and the fund’s operational layer in a coordinated and efficient manner.

Start of operation and management of the fund.

After formal incorporation and registration with the CVM (Brazilian Securities and Exchange Commission), the fund enters its operational phase. This includes the assignment of initial receivables, the start of collateral monitoring, and the active management of cash flows. Credit events, such as defaults exceeding the trigger or rating downgrades, must be continuously monitored and reported in accordance with the regulations.

Post-offering management is just as critical as structuring. This is where the quality of the technological infrastructure becomes visible: systems that automate the control of unit holders, process credit events, and deliver operational transparency make a real difference in fund governance.

Who are the stakeholders involved in structuring a FIDC (Investment Fund in Credit Rights)?

A FIDC (Investment Fund in Credit Rights) does not operate with a single responsible party. Regulations require a structure of specialized agents, each with a specific function and well-defined fiduciary responsibility.

• Trustee: responsible for the fund’s formation, legal representation, and regulatory compliance.
• Manager: responsible for investment decisions and monitoring the loan portfolio.
• Custodian: responsible for verifying the transferred assets and validating the eligibility of the credits.
• Independent auditor: performs periodic reviews of financial statements and portfolio.
• Registrar: controls the registration of shares and the movement of shareholders.

Coordination between these agents is one of the biggest operational challenges for a FIDC (Investment Fund in Receivables). Each has its own systems, workflows, and deadlines. Without an efficient integration layer, this coordination generates friction, rework, and operational risk.

The main challenges in structuring a FIDC (Investment Fund in Credit Rights)

Even with a solid foundation and a competent legal team, structuring a FIDC (Investment Fund in Credit Rights) faces recurring obstacles that need to be anticipated, just as happens when we talk about the tokenization of FIDC.

The first challenge is the complexity of coordination between multiple agents. Since each participant has their own autonomy and responsibility, aligning deadlines, data formats, and validation processes requires active governance, something that many operations underestimate.

The second challenge is the operational cost. Maintaining an active FIDC (Investment Fund in Credit Rights) involves administration, custody, auditing, and technology costs. For smaller funds, this cost can compromise the profitability of the structure and deter investors.

The third point is distribution. Reaching the right investor, with the correct documents and within the rules of the offering, requires a professional distribution structure. This is a frequent bottleneck in operations that started with a focus on the asset, but without a go-to-market plan.

BLOCKBR’s Whitelabel Platform was designed precisely to solve this problem, offering regulated SaaS infrastructure that integrates issuance and distribution in its own environment.

How to structure a FIDC (Investment Fund in Receivables) within regulatory requirements?

The regulation of FIDCs (Investment Funds in Credit Rights) in Brazil is primarily structured by the CVM (Securities and Exchange Commission of Brazil) and has undergone significant updates in recent years. CVM Resolution 175, which came into effect in 2023, introduced important changes in the categorization of funds and in transparency requirements.

To structure a FIDC (Investment Fund in Credit Rights) within current regulations, it is necessary to define from the outset whether the offering will be public, subject to CVM Instruction 160, or restricted, with distribution limited to qualified or professional investors. Each model has different implications in terms of disclosure, registration deadline, and reporting obligations.

Furthermore, the fund must meet the requirements for asset segregation, a clear investment policy, objective credit eligibility criteria, and risk control mechanisms.

For funds that adopt tokenization of shares, custody and registration requirements gain an additional layer of complexity that needs to be mapped out from the structuring phase.

How can you assess whether a FIDC structure is viable?

The viability of a FIDC (Investment Fund in Credit Rights) doesn’t depend solely on the asset. It depends on the quality of the structure that will support the operation. Before proceeding, it’s necessary to evaluate:

• Is the volume of receivables sufficient to justify the cost of the structure?
• Does the quality of the underlying asset support the level of subordination necessary to attract senior investors?
• Is there the operational capacity to efficiently coordinate the required agents?
• Is the distribution structure defined before issuance?
• Does the available technology guarantee traceability, automation, and governance throughout the fund’s lifecycle?

This last point has been gaining increasing importance. As the financial market moves towards digital and tokenized structures, the choice of technological infrastructure ceases to be an operational detail and becomes a determining factor for the viability and governance of operations.

Operations that combine the legal strength of FIDC with regulated asset tokenization infrastructure are able to distribute funds more efficiently, reduce operational costs, and offer real-time transparency for investors.

If you are evaluating whether it makes sense to structure a FIDC, or have already decided to move forward and need to understand what infrastructure supports this operation, talk to the experts at BLOCKBR and understand how the right infrastructure can define the success of your operation.