Nota comercial como título de crédito e valor mobiliário para a captação de recursos no mercado de capitais pelas sociedades limitadas

Abstract

The limited liability company is the most widely adopted corporate form among Brazilian business entities, although the development of the Brazilian capital market has historically focused on structuring fundraising instruments designed primarily for corporations. For a long period, there was no clear legal provision allowing limited liability companies to issue securities. The regulation of promissory notes for public distribution, especially following CVM Instruction No. 566/2015, expanded such access, but linked the instrument to item VI of Article 2 of Law No. 6,385/1976 under the designation of “commercial paper.” With the enactment of Law No. 14,195/2021, commercial paper came to be conceived as a credit instrument and security endowed with its own legal framework, which intensified the need for conceptual delimitation and for distinguishing it from promissory notes for public distribution and debentures. In this context, this dissertation examines the legal regime of commercial paper introduced by Law No. 14,195/2021 as a fundraising instrument for limited liability companies. The research adopts a qualitative approach and a deductive method, combining bibliographical and documentary research with the analysis of empirical data and concrete cases of issuances carried out in the Brazilian market. The dissertation seeks to contribute to the systematization of the legal framework of commercial paper, reduce the terminological confusion existing in doctrine and regulatory practice, and assess the suitability of the instrument as an efficient financing alternative for limited liability companies, especially as a mechanism for diversifying fundraising sources in the capital market.