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The Issuance of Debentures by Limited Liability Companies: Main Guidelines of Circular Letter SEI No. 92/2026/MEMP

Circular Letter SEI No. 92/2026/MEMP, dated February 9, 2026, originating from Technical Note SEI No. 135/2026/MEMP and addressed to all Boards of Trade in the country, consolidates the understanding of the National Department for Business Registration and Integration (DREI) regarding the possibility of issuance of debentures by limited liability companies, clarifying legal grounds, procedural guidelines and instructions for adapting registration systems.

The aforementioned circular letter highlights that, following a systematic analysis of corporate legislation and the rules issued by the Brazilian Securities and Exchange Commission, the DREI concluded that there is sufficient legal basis to allow the issuance of debentures by limited liability companies, including convertible debentures. Such understanding is grounded in Law No. 14,195/2021, which authorizes the issuance of commercial notes by limited liability companies, including with a conversion clause into equity interest — thereby evidencing the regulatory openness for structured financing instruments by such companies and demonstrating the coherence between the securities regulation framework and the corporate regime applicable to limited liability companies.

Despite such understanding, the document reinforces that the matter is still under study by the DREI, but establishes certain procedures that must be immediately adopted by the Boards of Trade, such as:

a) The articles of association are not required to expressly authorize the issuance of debentures by the limited liability company, as this is presumed by the supplementary application of the Brazilian Corporations Law, pursuant to DREI Normative Instruction No. 81/2020 — however, the articles of association must expressly provide for the supplementary application of Law No. 6,404/76;

b) The company must adopt the books relating to the issuance of debentures, as corporations do, such as the Registered Debentures Book and the Registered Debentures Transfer Book, which must be executed by the assignor and assignee in order to produce effects against third parties;

c) The fees to be charged for the registration of acts relating to the issuance of debentures by limited liability companies fall within the competence of the Panel of Members of each Board of Trade, which must consider the particularities of limited liability companies. The Circular Letter also suggests the creation of a specific item in DREI Normative Instruction No. 81/2020 for the registration of the deed of issuance and further instructs the application of the same fee charged for the filing of the constitutive act of a limited liability company until specific fees are established;

d) The review procedure must observe, as applicable, the procedures applicable to corporations, while respecting the particularities of limited liability companies. In addition, the Board of Trade must not require (i) proof of compliance by the issuer with obligations before regulated markets; and (ii) analysis of the type of debenture traded (simple, convertible, infrastructure-related or exchangeable), as such choice falls exclusively within the discretion of the parties.

The Circular Letter represents an important advancement in consolidating the understanding that limited liability companies may issue debentures, supported by a robust regulatory framework and clear practical guidelines for the registration of corporate acts. By expanding access to structured financing instruments, this position adopted by the DREI contributes to strengthening the business environment, especially for micro, small and medium-sized enterprises, into which many limited liability companies fall.