Responsibility of Shareholders in Real Estate Funds (FII) - CVM Clarifications

Responsabilidade limitada dos cotistas em Fundos Imobiliários (FII), riscos e obrigações envolvidos.

On March 18, 2025, the Brazilian Securities and Exchange Commission (CVM) issued Circular Letter 2/25/CVM/SSE, with guidelines on the liability of shareholders in Real Estate Investment Funds (FII), especially in cases of negative equity.

According to Law 8.668/93, shareholders have no personal liability for legal or contractual obligations relating to the fund's properties or developments, except for the full payment of subscribed shares. In other words, liability is limited to the amount invested.

However, if the FII's regulations do not establish this limitation, shareholders may be called upon to contribute funds to cover debts with service providers.

CVM advises that the limitation of liability should be clearly expressed in the fund's regulations to avoid confusion and ensure greater transparency for investors, especially in relation to potential additional contributions.

It is therefore essential that retail investors check the existence of clauses limiting their liability in the regulations of the FIIs in which they invest.

The clarifications provided are fundamental to confidence in the FII market, offering greater clarity and security for investors when defining the limits of shareholder liability and giving investors a better idea of the risks and obligations involved.