When it comes to structured credit, a question frequently arises among financial market professionals: what exactly is the difference between a FIDC (Investment Fund in Credit Rights) and a securitization company?
At first glance, the two models seem to solve similar problems, and in fact both appear in similar operations. But confusing them can compromise the choice of the most appropriate structure for an operation, and consequently, its viability.
In this article, we will detail the structural, operational, and governance differences between the two models, showing how each one works and when they can even coexist.
For those considering evolving these structures to the digital environment, it’s also worth understanding how technological infrastructure becomes a central part of this equation.
What is a FIDC within the structure of the financial market?
A Credit Rights Investment Fund (FIDC) is a collective investment vehicle, regulated by the CVM (Brazilian Securities and Exchange Commission), whose main objective is to acquire credit rights originated by companies.
Its legal nature is that of a condominium; it does not have its own legal personality and is managed by a manager and a fiduciary administrator.
In practice, a FIDC (Investment Fund in Credit Rights) functions as a capital aggregator: investors contribute resources to the fund, which uses these resources to purchase receivables from assignors, companies that need to anticipate cash flows. The return to the shareholders comes from the performance of the acquired portfolio of credit rights.
The typical structure of a FIDC (Investment Fund in Credit Rights) involves senior quotas (with preferential payment and lower risk) and subordinated quotas (which absorb losses first, acting as protection for the senior quotas). This risk architecture is one of the most relevant characteristics of the model.
The regulation of FIDC (Investment Funds in Credit Rights) underwent significant updates with CVM Resolution 175, which brought more transparency and standardization to the sector.
Today, the FIDC (Investment Fund in Credit Rights) is a consolidated structure in the Brazilian structured credit market and has gained increasing relevance in asset tokenization operations.
What is a securitization company and what is its role in the operation?
A securitization company is a business entity, a corporation with its own legal personality, whose objective is to issue securities backed by receivables. Unlike a FIDC (Investment Fund in Credit Rights), it is not an investment fund, but rather an issuer of structured debt. The main securities issued by securitization companies are Real Estate Receivables Certificates (CRI), Agribusiness Receivables Certificates (CRA), and, more recently, Receivables Certificates (CR) for other sectors.
The securitization company buys the receivables from the originator (assignor), segregates these assets into separate assets, the so-called fiduciary regime, and issues securities backed by these receivables for distribution to investors. This asset segregation is one of the central elements of its governance.
The regulation of securitization companies is based on specific legislation (Law 14.430/2022, which consolidated the legal framework for securitization) and is also overseen by the CVM (Brazilian Securities and Exchange Commission). Management is carried out by a board of directors, and fiduciary responsibility rests with the company itself, not with an external administrator.
While a FIDC (Investment Fund in Credit Rights) raises funds from investors to purchase credits, a securitization company issues securities in the market to finance this acquisition. This distinction is fundamental to understanding the role of each structure, and where tokenization can enhance both models.
Difference between FIDC and securitization company in practice
Understanding the difference in theory is a good start, but it is in practice that the distinction between the two models becomes more evident. The implications go beyond the legal name and directly affect how each structure operates, captures, and distributes.
Difference in the nature of the structure (fund vs. company)
A FIDC is a condominium, a collective structure without its own legal personality. It exists to pool capital from investors and direct it towards the acquisition of credit rights.
A securitization company, on the other hand, is a legally constituted company with a CNPJ (Brazilian tax ID), board of directors, civil liability, and the ability to issue securities directly in the market.
This difference in nature impacts everything: from how contracts are signed, to the responsibility of managers, to the applicable tax regime. A FIDC (Investment Fund in Credit Rights) does not issue debt; it sells shares. A securitization company does not sell shares; it issues debt securities.
Difference in the way of capturing and distributing data.
In a FIDC (Investment Fund in Credit Rights), fundraising occurs through the issuance of quotas, instruments for participation in the fund, distributed to qualified or professional investors, depending on the structure. A securitization company raises capital through the issuance of CRI (Real Estate Receivables Certificates), CRA (Agribusiness Receivables Certificates), or CR (Certificates of Real Estate Receivables), which are securities with fixed-income characteristics and can be distributed to a broader spectrum of investors, depending on the type of offering.
This difference has direct implications for distribution strategy. Operations that need access to sophisticated retail investors, for example, may find more flexibility in the securitization structure. On the other hand, operations with an institutional profile tend to find a more familiar and consolidated structure in the FIDC (Investment Fund in Credit Rights).
Differences in governance and responsibilities
In Brazil, the governance of a FIDC (Investment Fund in Credit Rights) is exercised by the administrator and the manager, both entities authorized by the CVM (Brazilian Securities and Exchange Commission). The unit holder has rights defined in the fund’s regulations, and decision-making follows the rules of the condominium. In a securitization company, governance is corporate: there is a board of directors, a council (when applicable), and the fiduciary regime guarantees the segregation of assets between the issued series.
This difference in governance also defines who is responsible for the operation. In a FIDC (Investment Fund in Receivables), the administrator has legal responsibility. In a securitization company, the company’s board of directors assumes this responsibility.
For operations involving multiple agents and requiring integration with regulated entities, such as custody and registration, BLOCKBR Station acts as an orchestration hub, connecting these elements in a structured and efficient manner.
Difference between FIDC and securitization company in the structure of the operation.
Beyond the intrinsic characteristics of each model, it is important to understand how FIDC (Investment Fund in Credit Rights) and securitization companies are positioned within the operational flow of a structured credit transaction.
Where does each one enter the flow (origination, structuring, distribution)?
The FIDC (Investment Fund in Credit Rights) typically enters the structuring and fundraising phase: it is the vehicle that will absorb the receivables and organize the investors’ capital. The origination of the credits occurs outside the fund, at the originator. The distribution of the shares is done by an authorized distributor.
The securitization company, in turn, can participate more actively in structuring the operation. It acquires the receivables, structures the issuance of the securities, and distributes them in the market. In many operations, the securitization company acts as a central agent connecting the originator and the capital market.
How each model organizes risk and return.
In a FIDC (Investment Fund in Credit Rights), risk is distributed among the classes of shares: senior, mezzanine, and subordinated. This payment hierarchy is the main mechanism for protecting the senior investor. The return is a function of the credit portfolio’s performance.
In securitization, risk is segregated by issuance series within the fiduciary regime. Each series may have distinct conditions regarding maturity, remuneration, and collateral. The return to the investor is tied to the performance of the receivables that underlie that specific series.
Both models allow for sophisticated risk engineering, but with different logics. Understanding this difference is essential for those working with FIDC tokenization or securitization structures in the digital environment.
Impact on the architecture of the operation
The choice between a FIDC (Investment Fund in Receivables) and a securitization company directly affects the operation’s architecture: how many agents are involved, what the documentation flow is, what the structuring costs are, and what the timeframe for operationalization is.
FIDCs (Investment Funds in Credit Rights) tend to have higher initial structuring costs, but offer a more robust investment architecture for recurring operations. Securitization companies can be more agile for one-off or higher-volume operations.
As the market evolves towards digital structures, the architecture of operations begins to include technological layers that need to be integrated into these models. It is in this context that the choice of technological infrastructure becomes as critical as the choice of legal instrument.
Can a FIDC (Investment Fund in Receivables) and a securitization company coexist in the same operation?
Yes, and this is a point that is often overlooked. In more complex operations, FIDC (Investment Fund in Credit Rights) and securitization companies can act in a complementary way within the same structure. A common example is the use of a securitization company to issue CRI (Real Estate Receivables Certificates) or CRA (Agribusiness Receivables Certificates) that are acquired, in whole or in part, by an FIDC.
In this case, the securitization company structures the issuance, and the FIDC acts as the anchor investor.
This coexistence allows combining the advantages of each model: the issuance flexibility of the securitization company with the fundraising and governance structure of the FIDC (Investment Fund in Credit Rights). The result is a more efficient architecture, with better risk distribution and greater scalability.
For this integration to work well, however, it is necessary that the operating systems, information flows, and agents involved are cohesively connected. Operations involving securitization vs. tokenization illustrate well how the technological layer becomes crucial in this type of architecture.
How to choose the best structure for your operation?
The choice between a FIDC (Investment Fund in Credit Rights) and a securitization company should start with three key questions: what is the objective of the operation, what is the asset profile, and who is the target investor?
If the goal is to create a recurring fundraising vehicle with multiple originators and institutional investors, a FIDC (Investment Fund in Credit Rights) tends to be the most suitable structure. If the goal is to issue one-off securities backed by specific receivables for broad distribution in the capital market, a securitization company offers more flexibility.
Outros fatores relevantes para essa decisão incluem:
- Cost and timeframe for structuring
- Need for a fiduciary regime and asset segregation.
- Desired governance profile (condominium vs. company)
- Type of asset to be transferred (commercial receivables, real estate, agricultural, etc.)
- Operational capacity to maintain the structure over time.
Furthermore, when the operation involves digital assets or the intention to digitize flows through tokenization, the choice of technological infrastructure becomes as relevant as the choice of legal vehicle. An infrastructure that integrates legal, compliance, technology, and regulated agents, such as BLOCKBR’s tokenization infrastructure, allows both FIDCs (Investment Funds in Receivables) and securitization companies to operate with greater efficiency, traceability, and scale within the regulated market.
If you are structuring an operation and need to define which model makes the most sense for your context, talk to the experts at BLOCKBR and understand how the right infrastructure can enhance the viability of your structure.
