How to raise a VC fund in Brazil
Short answer
What does it take to raise a first VC fund in Brazil?
Raising a venture fund in Brazil normally means launching a Fundo de Investimento em Participações under CVM Resolução 175, appointing a registered administrador fiduciário and gestor de recursos, and building an LP base across development finance institutions, family offices and corporates. The manager registration path runs through CVM Resolução 21.
Brazil has the deepest private capital market in Latin America and a fund regime that is unusually prescriptive about who does what. The split between the administrador fiduciário and the gestor de recursos is the single structural fact that surprises managers arriving from a Delaware or Cayman background, and it shapes everything from cost base to reporting cadence.
The series for Brazil
Part 1. Getting money in the door
14 minA first Brazilian venture fund is normally a FIP under CVM Resolução 175, with a CVM-registered gestor de recursos making investment decisions and a separate administrador fiduciário responsible for administration. The LP base typically combines development finance institutions, family offices, corporates and multilateral investors.
Part 2. Diligence and deal flow
11 minA first-time Brazilian manager wins on process, not headcount. Publish a written thesis, triage every inbound against it within a fixed window, source deliberately through operator networks, and record the evidence behind each investment committee decision so the reasoning survives the fund's ten year life.
Part 3. Running the fund post-close
12 minAfter final close the job changes from raising to operating. A Brazilian manager runs capital calls and distributions in BRL, applies a written valuation policy consistently, reports to LPs on a fixed cadence, answers due diligence questionnaires, and meets audit and the CVM obligations without a large back office.
The full Brazil checklist
Every step from all three parts on one printable page.
The vehicles available in Brazil
Fundo de Investimento em Participações (FIP)
The standard closed-ended Brazilian private capital vehicle. FIP sub-classes include Capital Semente and Empresas Emergentes, which are the ones venture managers most often use.
CVM Resolução 175Fundo de Investimento Multimercado (FIM)
A more flexible multi-strategy wrapper, sometimes used alongside a FIP where the strategy is not purely equity participation.
CVM Resolução 175Offshore feeder into a Brazilian fund
Non-resident capital entering Brazilian markets is governed by Resolução CMN 4.373, which sets the registration and representation requirements on the investor side.
Resolução CMN 4.373Which vehicle fits
Where is the majority of your capital coming from?
Indicative only. Vehicle selection in Brazil is a legal question for the fund's counsel. Reuben AI does not provide legal or tax advice.
Read every branch as text
Where is the majority of your capital coming from?
- Mostly Brazilian LPs
- Mostly international LPs
- A genuine mix of both
Is the strategy purely equity participation in companies?
- Yes, equity participation
- No, mixed instruments
Offshore vehicle with a Brazilian feeder, or direct 4.373 registration
International capital entering Brazilian markets is governed by Resolução CMN 4.373. Managers with a predominantly offshore LP base commonly pair an offshore fund with a Brazilian structure. Confirm the mechanics with Brazilian counsel.
Parallel structure: Brazilian FIP plus an offshore feeder
A mixed LP base usually leads to parallel vehicles so that domestic and non-resident investors each hold through the wrapper that suits them. This adds administrator and audit cost, so size the fund accordingly.
Fundo de Investimento em Participações (FIP)
The standard closed-ended Brazilian venture and private equity wrapper under CVM Resolução 175, with a separate registered administrador fiduciário and gestor de recursos.
Fundo de Investimento Multimercado (FIM)
A more flexible multi-strategy wrapper under CVM Resolução 175 for strategies that are not purely equity participation. Confirm suitability with the administrador.
When managing a fund triggers a licence
Managing third party securities portfolios in Brazil requires registration with the CVM as an administrador de carteiras de valores mobiliários, in the gestor de recursos category, under CVM Resolução 21. A FIP additionally requires a separate CVM-registered administrador fiduciário.
Who the limited partners are
- Development finance institutions
- BNDES has a long-standing programme of investment into Brazilian private capital funds and is a familiar anchor for first time managers. BNDES
- Innovation agencies
- Finep funds and co-invests in Brazilian innovation, including through venture capital programmes. Finep
- Multilateral investors
- IDB Invest and IFC both invest in Latin American private capital funds and are relevant for managers with a regional mandate. IDB Invest
- Family offices and individuals
- Family capital concentrated in São Paulo is a significant source of first fund commitments. Access is relationship led rather than process led.
- Corporates and corporate venture arms
- Brazilian corporates invest both directly and as LPs, most often where the fund's thesis maps to their own sector.
- Institutional allocators
- Brazilian pension entities allocate to private capital within their own regulatory limits. Their diligence expectations are the highest in the market. ABVCAP
Segments are unweighted. No official register in this jurisdiction publishes a breakdown of limited partner capital by segment, so we do not imply proportions.
Foreign investors
International LPs investing into Brazilian funds do so under the non-resident investment framework in Resolução CMN 4.373, which requires local registration and a local representative. Confirm the current mechanics with the fund's administrador and Brazilian counsel before marketing to offshore LPs.
Incentives and support programmes
Brazilian fund taxation depends on the vehicle, the investor's residence and the FIP's compliance with the portfolio composition rules in CVM Resolução 175. This is fact specific and must be confirmed with Brazilian tax counsel. We do not publish rates here because they turn on facts we cannot verify for your fund.
The sequence from thesis to final close
- 1.Thesis and track record. Written thesis, evidenced track record, and a clear answer to why this team.
- 2.Manager registration. Gestor de recursos registration with the CVM under Resolução 21.
- 3.Service provider selection. Appoint the administrador fiduciário, custodian and auditor.
- 4.Regulamento drafting. Fund regulamento drafted with counsel and the administrador, reflecting Resolução 175.
- 5.Anchor commitment. First institutional or development finance anchor secured.
- 6.First close. Fund constituted, cota-holder register opened, first capital call mechanics agreed.
- 7.Deployment and reporting. CDA portfolio composition reporting and Anbima best-practice compliance begin.
- 8.Final close. Remaining commitments closed within the period set in the regulamento.
Sequence only. We do not publish indicative durations because the regulators covered in this series do not publish fixed timeframes for these steps.
Who regulates this in Brazil
Primary sources. Always confirm against the regulator's current text before you rely on it.
Primary regulator
CVM (Comissão de Valores Mobiliários)Supervises fund managers and collective investment vehicles in Brazil.
Instruments referenced
- CVM: regulator homepage
- CVM Resolução 175: Fundos de Investimento
- CVM Resolução 21: administradores de carteiras de valores mobiliários
- Anbima: Códigos de Regulação e Melhores Práticas
- Resolução CMN 4.373: non-resident investment in Brazilian markets
- ABVCAP: Brazilian private equity and venture capital association
Questions managers ask about Brazil
- What vehicle do Brazilian venture funds use?
- Most Brazilian venture funds use a Fundo de Investimento em Participações, or FIP, governed by CVM Resolução 175. FIP sub-classes such as Capital Semente and Empresas Emergentes are the ones venture managers most often use.
- Do I need a CVM licence to raise a VC fund in Brazil?
- Managing third party securities portfolios in Brazil requires registration with the CVM as an administrador de carteiras de valores mobiliários in the gestor de recursos category under CVM Resolução 21. A FIP also requires a separate CVM-registered administrador fiduciário.
- Why does a Brazilian fund need both an administrador and a gestor?
- The Brazilian regime separates fiduciary administration from portfolio management. The administrador fiduciário holds responsibility for the fund's administration and compliance, while the gestor de recursos makes investment decisions. Both must be registered with the CVM.
- Can international LPs invest in a Brazilian FIP?
- Yes. Non-resident investment into Brazilian markets is governed by Resolução CMN 4.373, which sets registration and local representation requirements on the investor side. Confirm the current mechanics with the fund's administrador and Brazilian counsel.
- Who are the typical anchor LPs for a first Brazilian venture fund?
- Development finance institutions such as BNDES, innovation agencies such as Finep, multilateral investors such as IDB Invest and IFC, family offices concentrated in São Paulo, and corporate investors whose sector maps to the fund thesis.
Revision history
- 2026-07-28First publication. Structures, licensing path and sources verified against CVM and Banco Central primary sources.
General information for fund managers, not legal, tax or financial advice. Fund structuring, licensing and marketing rules turn on your specific facts. Confirm the current position with CVM (Comissão de Valores Mobiliários) and take advice from counsel qualified in Brazil.
Cite this guide
Free to quote and link. Please cite the permalink and the review date.
Katriona Lee. "How to raise a VC fund in Brazil." Reuben AI, 2026. Last reviewed 2026-07-28. https://www.goreuben.com/guides/raise-a-vc-fund/brazil
- Publisher
- Reuben AI
- Author
- Katriona Lee
- Last reviewed
- 2026-07-28