Regulatory

Regulated by the CVM. Built for the market.

Tokenization doesn't create a new regime: it operates within the rules that already exist. Below, how Forward Factory structures issuances under CVM regulation (Res. 88 and 175) and under the sector frameworks for carbon (SBCE) and energy (free market).

Securities

When the token represents a security, the issuance observes CVM regulation.

CVM Resolution 88

Investment crowdfunding

CVM Resolution No. 88 governs the public offering of securities issued by smaller companies, conducted through electronic investment crowdfunding platforms registered with the CVM. It is a simplified regime: the offering is exempt from registration under the terms of the rule, with disclosure duties proportional to the size of the operation.

The fundraising cap is R$ 40 million per issuer, subject to the window and conditions set out in the resolution. In practice, it is the most direct path to structuring a smaller regulated offering in Brazil without the cost and timeline of a traditional registration.

Forward Factory's position

Forward Factory operates as the infrastructure layer for issuances that fit this regime: it structures the legal backing (SPE and contracts), maintains an auditable relational registry of every issuer and investor and controls, via whitelisting, which wallets hold and move the token. The goal is for the tokenized issuance to be compatible with operations conducted by registered platforms, without moving compliance outside the rule.

CVM Resolution 175

Investment funds

CVM Resolution No. 175 is the regulatory framework for investment funds in Brazil, consolidating the general and asset-class rules and delimiting the responsibilities of the essential service providers: administration and management. It is the structure for larger institutional products and for access to qualified managers and investors.

Because it accommodates more robust vehicles, it is the natural rail when the operation exceeds the scope of a simplified offering and demands governance, segregation and regulated providers.

Forward Factory's position

In that context, Forward Factory acts at the technical layer: it integrates the off-chain registry (the relational mirror of each position) with the on-chain asset, with native KYC/AML and per-wallet transfer control. Tokenization doesn't replace the fund's regulated providers; it gives them an end-to-end traceable rail for issuance, registry and transfers.

Sector frameworks

Carbon and energy follow their own legal frameworks. Tokenization is the technical layer; the framing follows the nature of each asset.

SBCE · Law 15,042/2024

Carbon market

Law No. 15,042, of December 12, 2024, establishes the Brazilian Emissions Trading System (SBCE), a regulated cap-and-trade carbon market: the government sets an emissions cap for regulated sectors, and whoever emits less than their quota can trade the surplus. The compliance instrument is the CRVE (Brazilian Emission Quota), where 1 unit equals 1 tCO₂e.

Implementation is gradual, planned in phases over the coming years. Two assets of distinct natures coexist: the CRVE, from the regulated market, and the voluntary carbon credit, originated from projects certified by private standards (such as Verra and Gold Standard) and acquired by choice, not legal obligation.

Forward Factory's position

Forward Factory acts at the traceability layer: it structures the tokenization of voluntary credits and CRVEs so that each tonne (tCO₂e) has its origin, ownership and retirement uniquely recorded, addressing the classic double-counting risk. Tokenization doesn't create or certify the credit and doesn't replace official registries and certifiers; it gives these assets an auditable rail for issuance and transfers.

Free market · Law 15,269/2025

Electric power

Law No. 15,269, of 2025, gradually broadens access to the free energy market (Free Contracting Environment, ACL), where generator and consumer negotiate price and term directly. The opening is progressive and still under way, not a consolidated scenario. Energy becomes a tokenizable asset when there is a contract or certificate behind it: something that can be identified, transferred and settled.

Three instruments fill that role: ACL contracts, PPAs (long-term power purchase agreements) and I-REC certificates, which attest that 1 MWh was generated from a renewable source — in Brazil issued by Instituto Totum under the international standard.

Forward Factory's position

Forward Factory represents these contracts and certificates on-chain, with contractual backing and traceability from generation to consumption, inside a permissioned structure. In the case of I-RECs, the unique record of issuance, ownership and retirement addresses the risk of double counting the same MWh. Tokenizing doesn't create energy or guarantee prices: it gives a digital, traceable, automatable rail to contracts that already exist.

Sources for the sector frameworks: Law No. 15,042/2024 (SBCE) and Law No. 15,269/2025 (free energy market), in their public texts. The I-REC and Instituto Totum are a real market instrument and entity. Informational content; it does not constitute legal advice.

Regulatory FAQ

Frequently asked questions about framing.

Notice

Forward Factory is an infrastructure platform for asset tokenization and does not provide investment advice, recommendations or counseling. The solutions described here do not constitute a public offering of securities. When a token represents a security, it observes the corresponding regulation, and the structuring of issuances adopts know-your-customer and anti-money-laundering (KYC/AML) procedures. Any offerings observe the applicable regulation of the Brazilian Securities and Exchange Commission (CVM), including CVM Resolutions No. 88 and No. 175. Past performance is no guarantee of future results; investments involve risk.

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