Brazil“One of the pioneering firms in web3 solutions, digital assets and tokenization, recognized for its innovation and solid reputation across Spain and Latin America.”
Jorge CorredorLawyer, Rincón Cuéllar & Asociados
Asset tokenization in Brazil
We build the platform to tokenize debt, shares and receivables in Brazil: investor onboarding, ERC-3643 tokens and reconciliation with the bookkeeping agent, coordinated with the law firm that structures the issuance under Law 6,385 and CVM Resolutions 88 and 160.
Tokenize your asset
They trust Metlabs to tokenize their assets
Why Brazil
Why tokenize assets in Brazil?
Brazil has both regimes in place: the CVM treats a token that represents an investment right as a security, and since February 2026 the Central Bank has authorized virtual asset service providers. On top of that, investment crowdfunding under CVM Resolution 88 lets a small company raise up to 15 million reais a year through registered platforms.
2022
year of CVM Opinion 40: a token that represents a security follows securities rules
CVM · Opinion 40What gets tokenized
Debt, equity and revenue: what gets tokenized in Brazil
Almost every tokenized issuance represents one of these three rights against the issuer. The right determines the vehicle, the applicable law and who keeps the register that confers title, and it is settled before the network or the token standard.
| Right | Debt | Equity | Revenue |
|---|---|---|---|
| What is issued | Debentures and commercial notes | Shares | Receivables and collective investment contracts |
| The investor receives | The investor lends to the issuer and receives interest and, at maturity, the principal. | The investor joins the share capital: dividends, voting rights and a share of any sale or liquidation. | The investor receives a share of the cash flows from receivables or of the income from an asset. |
| The token enforces |
|
|
|
| Issuer | S.A. (debentures) or Ltda. (notes) | S.A. only | Ltda., S.A. or securitization company |
| Register | CVM-authorized bookkeeping agent | Share register or bookkeeping agent | Bookkeeping agent or CVM 88 platform |
| Law | Law 6,404 and Law 14,195 | Law 6,404/1976 | Law 6,385 (art. 2, IX) or Law 14,430 |
| How it is issued | The debenture is the debt security of a corporation. The commercial note, created in 2021, can also be issued by a Ltda. or a cooperative and exists only in book-entry form: title is whatever the bookkeeping agent or the central depository records, and the token is reconciled with that register. | Ownership is presumed from the entry in the Registered Shares Book or, for book-entry shares, from the account at the CVM-authorized bookkeeping agent. Quotas in a Ltda. are not on the list of securities in Law 6,385, and their assignment takes effect once the instrument signed by the partners is registered. | The CVM considers a receivables token offered to the public likely to be a security: comparable to a receivables certificate when there is a securitization, or a collective investment contract when the return depends on a third party's efforts. It can be offered through the crowdfunding route of CVM Resolution 88. |
Regulation
Regulation guide for BrazilWhich regulation applies to tokenization in Brazil?
It depends on the right the token represents. If it is a security, such as a debenture, a share or a collective investment contract offered to the public, it follows Law 6,385 and the CVM supervises the issuer and the offer. Law 14,478 on virtual assets excludes those tokens; for the ones that are not securities, whoever intermediates or holds them in custody needs Central Bank authorization.
CVM Opinion 40 makes clear that tokenization does not, by itself, require prior approval or registration, but if securities are issued for public distribution, the issuer and the offer follow securities rules; using DLT does not change the nature of the instrument. Title to a book-entry share or a commercial note comes from the CVM-authorized bookkeeping agent, so the platform keeps the on-chain record reconciled with it.
There are two main routes to investors: a public offer registered under CVM Resolution 160, with an underwriter, which can only target professional investors if the issuer is not registered with the CVM; or crowdfunding under Resolution 88, distributed by a registered platform that can also keep the ownership records. We coordinate the structure with specialist law firms, and authorized entities provide the regulated services.
Brazil
FavourableScore74
- Authorities
- Central Bank of Brazil, Securities and Exchange Commission and COAF
- Latest regulatory change
- Oct 2026
Key authorisations
- BCB authorisation of service provider companies by category
- Notification and certification for other eligible BCB-regulated institutions
- CVM rules for the instrument, offering and securities services
- Foreign-exchange permission where required by the transaction
Our legal partners
Methodology
How we tokenize an asset in Brazil, step by step
The four phases of our methodology, with the parties involved in Brazil. The law firm and our engineering team work in parallel from the asset review to investor acquisition.
We review the asset's title, encumbrances and cash flows, and decide with the issuer whether the token will be debt, shares or a right to receivables or income. That sets the vehicle, an S.A. or a Ltda., the instrument and the rules of the issuance.
The law firm classifies the token under Law 6,385 and Opinion 40, drafts the debenture indenture or the commercial note's terms and chooses the route: an offer registered under Resolution 160 or crowdfunding under Resolution 88. The issuer hires the bookkeeping agent or the platform's ownership record service.
We configure the white label platform with your brand: investor onboarding with KYC, signature, payment and ERC-3643 tokens carrying the offer's rules, such as per-investor limits. Reconciliation with the bookkeeping agent and coupon or dividend schedules are custom development.
With the issuer and the underwriter or platform distributing the offer, we prepare the offer page and measure the journey to a paid subscription. After the issuance, the platform handles distributions, transfers between verified investors and reporting.
Reviews in Brazil
What do our clients think of Metlabs?
“We structured the tokenization of real estate projects with them, and I value the team's ability to understand our corporate needs and genuinely solve them.”
Joan MejíaManager, GLOBYNE
“They advised us on the feasibility of tokenizing real estate assets in Uruguay with direct, cordial treatment. A professional team, responsive and always available.”
Álvaro Silva SantamaríaCEO, Sp Inmuebles
“Great professionals at structuring tokenized projects, with technical command and attention to detail that inspire full confidence at every stage of the work.”
Francisco BetancourtVerified Google review
“As a blockchain lawyer, I value their experience and professionalism in consulting and executing tokenization projects. Technology partners you can fully trust.”
Vanessa RivasBlockchain lawyer, El Salvador
“Great professionals, very attentive to their clients and always mindful of every detail. Working with their team has been a genuine pleasure from start to finish.”
CriptorentVerified Google review
“A very professional yet approachable company that empathizes with your doubts and needs. Highly recommended for entrepreneurs with a tokenization project.”
Javier EspasaTokenization entrepreneur
“Exceptional in every sense. From legal support I value their rigor and transparency: working with Metlabs means professionalism, innovation and security.”
Pedro A. Agúndez MéndezGoogle Local Guide
“Excellent service across blockchain development, asset tokenization and consulting. A very professional team that I recommend wholeheartedly, without reservation.”
José Luis DíazVerified Google review
“I have worked with them on several projects and they are very professional. A guarantee that everything turns out perfectly. Without a doubt, 100% recommended.”
Ignacio Fernández JiménezVerified Google review
“One of the pioneering firms in web3 solutions, digital assets and tokenization, recognized for its innovation and solid reputation across Spain and Latin America.”
Jorge CorredorLawyer, Rincón Cuéllar & Asociados
“Great professionals at structuring tokenized projects, with technical command and attention to detail that inspire full confidence at every stage of the work.”
Francisco BetancourtVerified Google review
“A very professional yet approachable company that empathizes with your doubts and needs. Highly recommended for entrepreneurs with a tokenization project.”
Javier EspasaTokenization entrepreneur
“I have worked with them on several projects and they are very professional. A guarantee that everything turns out perfectly. Without a doubt, 100% recommended.”
Ignacio Fernández JiménezVerified Google review
“We structured the tokenization of real estate projects with them, and I value the team's ability to understand our corporate needs and genuinely solve them.”
Joan MejíaManager, GLOBYNE
“As a blockchain lawyer, I value their experience and professionalism in consulting and executing tokenization projects. Technology partners you can fully trust.”
Vanessa RivasBlockchain lawyer, El Salvador
“Exceptional in every sense. From legal support I value their rigor and transparency: working with Metlabs means professionalism, innovation and security.”
Pedro A. Agúndez MéndezGoogle Local Guide
“They advised us on the feasibility of tokenizing real estate assets in Uruguay with direct, cordial treatment. A professional team, responsive and always available.”
Álvaro Silva SantamaríaCEO, Sp Inmuebles
“Great professionals, very attentive to their clients and always mindful of every detail. Working with their team has been a genuine pleasure from start to finish.”
CriptorentVerified Google review
“Excellent service across blockchain development, asset tokenization and consulting. A very professional team that I recommend wholeheartedly, without reservation.”
José Luis DíazVerified Google review
Platform
What does our white label tokenization platform include in Brazil?
The investor portal, ERC-3643 tokens and issuer console, under your brand. Out of the box it handles onboarding, signing, payment and distributions; anything else your issuance needs, such as a local payment method or a connection to your bank or custodian, we build on the same platform.
Request a demo
- Your brand and domainYour visual identity and legal notices on the investor portal.
- Investor onboardingSign-up, KYC with CPF and official ID, KYB, AML (PLD/FTP) and a custodial wallet.
- End-to-end investmentElectronic signature and payment in reais via Pix or bank transfer.
- ERC-3643 tokensEach subscription is issued within the investor limits of CVM Resolution 88.
- Issuer consoleProjects, investors, BRL reconciliation, distributions and reporting.
- Compliance and audit trailKYC and AML (PLD/FTP) file per investor and an exportable audit log.
Institutional custody, integrated
We integrate custody and key management providers through their APIs, including Fireblocks, BitGo, Coinbase Prime, Anchorage Digital, Copper and Ledger Enterprise. Depending on the provider and model, keys are managed with MPC or multisig so that none depends on a single device. If the token is a security, custody on behalf of clients is provided by an authorized entity.
FAQ
Frequently asked questions about tokenization in Brazil
What we are asked before a project starts.
Talk to our teamIs asset tokenization legal in Brazil?
Yes. In its Opinion 40, the CVM states that tokenization itself is not subject to prior approval or registration. If the token is a security offered to the public, the issuer and the offer follow securities rules; if it is a virtual asset, whoever intermediates or holds it in custody needs Central Bank authorization.
Can a Brazilian limited company (Ltda.) issue debt tokens?
Yes, through commercial notes: Law 14,195 allows a Ltda. to issue them in book-entry form. In February 2026 the DREI instructed commercial registries to also register debentures issued by limited companies, but that is registry guidance: if the issuance is offered to the public, the law firm must confirm the CVM's position. In crowdfunding it can also offer instruments convertible into equity.
How much can be raised through crowdfunding in Brazil?
Up to 15 million reais per calendar year, in offers lasting up to 180 days, if the company's gross revenue was no more than 40 million in the previous fiscal year. Each non-qualified investor can put in up to 20,000 reais a year, or up to 10% of the greater of their income and financial investments if either exceeds 200,000 reais.
Is a receivables token a security?
Probably, according to CVM Circular Letter 4/2023, when it is offered to the public and pays interest from the cash flow of receivables. The CVM adds that advertising can be a public offer even if it only reaches pre-registered people, when the communication is mass-distributed. That is why it is best structured as a security from the outset.
Asset tokenization
Assets we tokenize in Brazil.
Asset tokenization
Articles on tokenization
Real Asset Tokenization: How RWA Tokenization Works
How to structure an RWA project: holder rights, issuance, recordkeeping, payments and recovery. What blockchain adds and what depends on the legal arrangement.
What are the differences between security tokens and utility tokens?
How to distinguish financial rights from service access, what legal classification examines and why a token’s name does not determine its regulation.
OpenZeppelin and ERC-3643: how a security token is built
What OpenZeppelin libraries and ERC-3643 controls provide, and what a securities issuance also requires: rights, permissions, operations and review.
Tokenize your asset in Brazil
Tell us which right you want to issue and we will propose the technical structure, timeline and phased budget.
Where we are
We're your tokenization company in:
Metlabs Offices
Av. García Sabell, 1, Edificio Proa 15009 A Coruña, Spain
We tokenize assets in
SpainUnited StatesUAEUnited KingdomMexicoSingaporeAustraliaSwitzerlandColombiaArgentinaChilePeruPortugalGermanyHong KongEcuadorFranceIndiaPanamaAndorraAustriaBahrainBelgiumBoliviaCanadaCosta RicaCubaCyprusCzechiaDenmarkDominican RepublicEl SalvadorEstoniaFinlandGreeceGuatemalaHondurasHungaryIrelandIsraelItalyJapanKuwaitLiechtensteinLithuaniaLuxembourgMaltaMonacoMoroccoNetherlandsNew ZealandNicaraguaNigeriaNorwayOmanParaguayPolandPuerto RicoQatarRomaniaSan MarinoSaudi ArabiaSeychellesSouth AfricaSouth KoreaSwedenTurkeyUruguayVenezuela
