B3 (Brasil, Bolsa, Balcao): how it works, who runs it, and what issuers must disclose

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B3 S.A. – Brasil, Bolsa, Balcão is Brazil’s stock exchange, located in São Paulo. Its ISO 10383 Market Identifier Code (MIC) is BVMF. It provides trading services in both an exchange and an over-the-counter environment. Settlement was reduced from T+3 to T+2 on 27 May 2019. The Novo Mercado free-float rules require at least 25% or 15% when ADTV exceeds R$25 million. Initial and ongoing fees must be paid to both B3 and CVM.

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What this exchange is

B3 S.A. – Brasil, Bolsa, Balcão (the name translates as Brazil, Exchange, Over-the-Counter) is a stock exchange headquartered in São Paulo, Brazil. Its ISO 10383 Market Identifier Code – the global label that brokers and data providers use – is BVMF.

The institution traces its origins to 23 August 1890, when the Bolsa de Valores de São Paulo – the São Paulo Stock Exchange – was founded by Emilio Rangel Pestana. Its current corporate form grew from a 2008 merger of the São Paulo Stock Exchange (Bovespa) and the Brazilian Mercantile and Futures Exchange (BM&F), which itself merged with CETIP – the country’s main clearing house for private-sector debt – on 30 March 2017 to create B3.

B3’s scope covers the creation and management of trading systems, clearing, settlement, custody and registration for the main classes of securities, from equities and corporate fixed income to currency derivatives, structured transactions, interest rates, and agricultural commodities. B3 has limited direct domestic competition in its core exchange and post-trade functions; it is better understood as a dominant market-infrastructure platform than as one competitor among many.

All shares on B3 are quoted and settled in Brazilian reais (BRL). Brazil’s equity market is the largest in Latin America by a considerable margin, and the exchange genuinely matters to the country’s economic life – major state-controlled companies such as Petrobras and Banco do Brasil are listed here, as are most of the country’s large private-sector banks and commodity giants.

Bonds and derivatives generate substantial activity alongside shares, so equities are far from a sideshow: they are the centrepiece.

Who owns it

B3 is itself a publicly traded company, listed under the ticker symbol B3SA3 on its own premium governance tier, the Novo Mercado segment, and its shares are tracked by the Ibovespa, IBrX-50, IBrX and Itag indices. Bovespa demutualized in 2007, transforming from a members’ club of brokers into a for-profit publicly listed entity.

B3 operates a free-float, single-class share structure on Novo Mercado with no controlling block; no single holder owns 10% or more. A critical governance feature in B3’s own rules limits any single shareholder or shareholder group’s voting power to a maximum of 7% of total outstanding shares.

Institutional investors including Capital Research and Management Company and Baillie Gifford & Co. are among the largest shareholders. Caio Ibrahim David has been Chairman of the Board since 2025.

Gilson Finkelsztain served as chief executive from 2017 until early 2026, when he departed to become chief executive of Santander Brasil; Brazilian financial newspaper Valor Econômico subsequently reported that Christian Egan was named as his replacement.

Who regulates it

Brazil’s securities market is supervised by the CVM – the Comissão de Valores Mobiliários, Brazil’s Securities and Exchange Commission – a federal independent agency established by Law 6,385 of 7 December 1976. The CVM is the federal governmental watch-dog agency in charge of regulating and overseeing the securities market.

The CVM can compel a listed company to restate accounts, suspend trading, impose fines, bar directors from their positions, and require the disclosure of material facts.

In March 2022, the CVM issued Resolution CVM 80, which consolidated in a single rule all regulations relating to issuer registration and the provision of periodic and ad-hoc information – replacing the earlier and widely cited CVM Instruction 480 of 2009 and several other instructions. The CVM’s public filing portal, where every Brazilian listed company must lodge its accounts, reference forms and material-fact notices, is at rad.cvm.gov.br.

The Central Bank of Brazil (Banco Central do Brasil, BCB) shares oversight responsibility for the payment and settlement infrastructure that underpins every trade; B3’s clearinghouse rules require BCB authorisation as well as CVM approval. Arbitration is mandatory for companies listed in B3’s special listing segments, meaning disputes between listed companies and their shareholders go to an industry arbitration chamber rather than ordinary courts – a distinctive feature of the Brazilian market that any foreign investor should know about.

What trades there

B3 runs five special listing segments – Bovespa Mais, Bovespa Mais Nível 2, Novo Mercado, Nível 2 and Nível 1 – as well as a standard segment for companies that meet only the base requirements of Brazilian company law. All special segments require governance standards that go beyond the obligations set out in the Brazilian Corporations Law (Lei das S.As.), and companies join them voluntarily.

Beyond company shares, B3 runs markets for Brazilian federal government bonds through the Tesouro Direto programme (direct treasury sales to retail investors), for corporate debt, for exchange-traded funds (ETFs), for real estate investment trusts (FIIs – Fundos de Investimento Imobiliário), for Brazilian depositary receipts (BDRs) giving domestic investors access to foreign company shares, and for a wide range of futures and options covering interest rates, currencies, commodities and equity indices. The exchange’s own activities include equities, corporate fixed income, currency derivatives, structured transactions, interest rates and agricultural commodities.

The main share index is the Índice Bovespa, widely known as the Ibovespa. The Ibovespa contains roughly 87 stocks and is weighted by trading liquidity rather than pure market capitalisation, meaning it is dominated by the most actively traded names – Petrobras, Vale, Itaú Unibanco.

The composition is redrawn quarterly. B3 itself calculates and publishes the Ibovespa; there is no separate index provider.

The Bovespa Mais segment – sometimes called the “junior market” – is a lighter-touch board intended for smaller growing companies seeking access to public capital with reduced initial requirements.

What it takes to list

A company wishing to trade its shares on B3 must first register with the CVM as a Category A issuer – the category that permits trading of any class of securities. Under the standard Novo Mercado segment, the most widely used tier for new listings, the company must have its share capital composed entirely of common voting shares, and every shareholder must receive the same price in a change-of-control transaction (a 100% tag-along right).

The board of directors must include at least two independent directors, or 20% of the board, whichever is greater, with a unified term of no more than two years.

Following a public consultation, an updated Novo Mercado Listing Regulation came into effect on 31 January 2023; the main change was that the minimum proportion of shares that must be available to outside investors (the free float) fell from 25% to 20% of total capital – a reduction intended to align Brazil with international norms. That free float can be reduced further to 15% of capital as long as the company’s average daily trading volume remains at or above R$20 million (approximately US$3.6 million) measured over the preceding twelve months.

There is no statutory minimum paid-up capital expressed as a fixed monetary sum in the Novo Mercado rules; the practical minimum emerges from the required free-float size relative to the offer proceeds. The previous minimum IPO financial volume permitting a 15% free float was R$3 billion (approximately US$540 million); the 2023 revision reduced that threshold.

Companies seeking listing must also be registered as a publicly held corporation (sociedade anônima aberta) under Brazilian company law, and must have audited financial statements prepared under IFRS or Brazilian GAAP (BR-GAAP), the local accounting standard aligned with IFRS. Companies on the Bovespa Mais junior board face lighter requirements and a simpler listing process, designed to serve firms too small for the main market.

What companies must tell you

CVM Resolution 80 of March 2022 is the governing regulation; it provides for the registration and disclosure of periodic and ad-hoc information by issuers of securities admitted to trading in CVM-regulated markets. Category A issuers – those listed on the main boards – must file annual audited financial statements (the DFP – Demonstrações Financeiras Padronizadas, a standardised financial statement form) within three months of the financial year-end, and quarterly unaudited results (the ITR – Informações Trimestrais, or quarterly information form) within 45 days of each quarter-end.

All filings go to the CVM via its electronic system and are immediately public at rad.cvm.gov.br.

Annual statements must be audited by an independent auditor registered with the CVM. The primary disclosure language is Portuguese; the 2017 revision of the Novo Mercado rules removed the previous requirement to publish periodic disclosures in English, so English translations are voluntary, not mandatory – a significant limitation for foreign readers who cannot access the Portuguese filings directly.

Material facts (fatos relevantes) – the Brazilian equivalent of price-sensitive announcements – must be disclosed immediately upon occurrence, under CVM Resolution 44.

Any shareholder who reaches, exceeds, or falls below thresholds of 5% of a company’s total share capital or voting capital must notify the company and the CVM, under CVM Resolution 80 and the Brazilian Corporations Law. Transactions between a listed company and its own directors, executives, or major shareholders (related-party transactions) must be disclosed to the market; however, routine related-party dealings in the normal course of banking and financial services are exempt from certain notification requirements.

Board and executive remuneration must be disclosed in aggregate in the Reference Form (Formulário de Referência) – the comprehensive annual disclosure document – but individual pay for each director is not required to be published separately, a gap that frustrates analysts accustomed to Anglo-American norms.

How trading works

The exchange runs a pre-market session from 09:45 to 10:00, a regular trading session from 10:00 to 17:30, and a post-market session from 18:00 to 19:30 on weekdays, except on holidays declared by the exchange in advance. All times are Brasília time (BRT, UTC−3 in summer; UTC−3 year-round as Brazil abolished daylight saving in 2019).

The regular session gives approximately 248 trading days in a typical year, after Brazilian national holidays and exchange-designated closures.

Trading on the equities market runs continuously through the electronic PUMA Trading System (launched in 2019), with continuous order-book matching on a price-then-time priority basis. An opening call auction runs for 15 minutes before the session opens to set a fair opening price, and a closing call auction begins five minutes before the end of the regular session to determine the official closing price.

A circuit-breaker mechanism halts trading when the Ibovespa falls by a specified percentage, in order to limit extreme intraday swings. Market makers – dealers who commit to posting continuous buy and sell quotes – exist for certain less-liquid shares and for the options market, where B3 runs a formal market-maker programme.

How a trade is settled

Since 27 May 2019, equities trades on B3 settle on a T+2 basis – meaning that money and shares physically change hands two working days after the trade is agreed – following authorisation from both the BCB and the CVM to reduce the cycle from the previous T+3. In post-trade, B3 acts as a central counterparty (CCP) and securities settlement system for trades executed in the PUMA Trading System through the B3 Clearinghouse.

The central counterparty steps between buyer and seller at the moment of trade, guaranteeing completion even if one side defaults – this is the mechanism that protects every participant from a counterparty failure.

The B3 Clearinghouse’s activity as central counterparty entails a safeguard structure and a sophisticated risk calculation methodology. B3 also acts as the central securities depository – the institution that keeps the official record of who owns every share.

Shares are held in a nominee or “fungible” pool at B3 rather than in the individual investor’s own name at the company; your broker holds them on your behalf through B3’s depository. This is standard global practice and means that ownership is recorded electronically, not through physical share certificates.

Short selling, lending and margin

All three exist at B3 and are well developed by emerging-market standards. Short selling – borrowing shares and selling them in the expectation the price will fall, then buying them back cheaper to return to the lender – is permitted and regulated.

B3 operates a formal securities-lending market with its own published fee schedules, through which institutional and retail investors can lend shares they hold and earn a lending fee. The borrower pays that fee and must post collateral.

Margin trading – buying shares with money borrowed from a broker – is also available through brokers registered with B3. Margin requirements are set by brokers within parameters established by B3 and the CVM.

Day-trading (opening and closing a position in the same session) is explicitly recognised in B3’s operational rules and is popular among Brazilian retail investors. Options on individual stocks and on the Ibovespa index trade actively, giving participants additional tools to hedge or speculate.

Can a foreigner buy here?

Direct access to B3 requires a CPF (Cadastro de Pessoas Físicas), Brazil’s individual taxpayer identification number. Once the CPF is obtained, the broker registers the investor as a non-resident under CVM Resolution 13 of 2022 (which governs non-resident investment in Brazilian financial and capital markets) and assigns a local representative.

Account opening at a major broker – XP Investimentos, BTG Pactual Digital or Rico – is done online; you need your passport, foreign address proof, CPF number and a selfie.

Foreign investors that trade shares via B3 are exempt from capital gains tax on exchange-traded equity transactions – a favourable regime compared with the tax treatment of Brazilian resident investors. Non-resident investors pay a flat 15% withholding tax on dividends from Brazilian equities.

Foreign exchange transactions used to convert a foreign direct investment into the acquisition of shares traded on the Brazilian stock market attract an IOF (Imposto sobre Operações Financeiras – Brazil’s financial transactions tax) rate of 0%. Repatriation of proceeds is freely permitted provided the investment was registered under Resolution CMN 4,373 (the framework for foreign portfolio investment), and the currency conversion back to dollars or euros is done through an authorised institution at the official PTAX exchange rate.

For investors who prefer not to navigate Brazilian account setup, US-listed ETFs such as the iShares MSCI Brazil ETF (ticker EWZ on NYSE) and European UCITS equivalents such as the iShares MSCI Brazil UCITS ETF (ticker IBZL on the London Stock Exchange) provide clean B3 exposure without requiring any Brazilian registration. Individual large Brazilian companies such as Petrobras and Vale also trade as American Depositary Receipts (ADRs) on the New York Stock Exchange under their own tickers.

What it costs

Fees are payable to both B3 and the CVM. Initial and ongoing fees must be paid to both B3 and the CVM for a primary listing.

The initial admission fee to B3 for a domestic publicly held company is BRL 92,690 (approximately US$16,900). The CVM charges a separate registration fee equal to 0.03% of the total offering value.

The annual maintenance fee to B3 for a listed publicly held company is a fixed portion of BRL 60,000 (approximately US$10,950) plus a variable portion of 0.00515% of the company’s paid-up capital in the previous financial year; the total annual fee is capped at BRL 1,500,000 (approximately US$274,000). The CVM charges its own annual fee calculated on the company’s net equity.

For trading, B3 charges a combined exchange and settlement fee on each equities transaction, published in its fee schedules at b3.com.br; brokerage is negotiated separately between the investor and the broker. There is no stamp duty or securities transaction tax on equity trades at B3, though the IOF financial transactions tax applies to the currency conversion when a foreigner brings money into or takes money out of Brazil.

Where the prices are

B3 publishes live prices on its own website at b3.com.br, with a standard 15-minute delay for free access and real-time data available under commercial subscription. A daily file of closing prices, index values and trading statistics is published at the end of every session and is freely downloadable from the exchange’s data portal.

The major international commercial data vendors – Bloomberg, Refinitiv (LSEG), FactSet and Interactive Brokers – all carry B3 equities, with real-time feeds available under their standard data licensing terms.

B3 shares themselves trade under ticker B3SA3, and the exchange’s own data and index products are an increasingly important part of its revenue mix. B3 sells real-time and historical market data, index products such as the Ibovespa family, analytics, connectivity and technology solutions.

The EODHD/Yahoo Finance suffix for B3-listed shares is .SA (for example, Petrobras preferred shares are PETR4.SA), making the exchange straightforward to access through any data platform that covers Latin America. English-language coverage of individual Brazilian mid-cap companies can be sparse, largely because annual reports and quarterly filings are published primarily in Portuguese; a foreign analyst must either read Portuguese or rely on summaries, which remain a genuine information barrier for the smaller names.