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

What this exchange is

B3 S.A. – Brasil, Bolsa, Balcão is Brazil’s principal securities exchange and post-trade infrastructure operator, based in São Paulo. It was formed in 2017 from the merger of BM&FBovespa, the country’s stock and derivatives exchange, with Cetip, its main over-the-counter and fixed-income registry.

Its ISO 10383 market identifier code is XBSP, and shares are priced in Brazilian reais.

What changes hands there is broad: company shares, government and corporate bonds, futures and options on interest rates, currencies and commodities, plus exchange-traded funds and Brazilian depositary receipts. The exchange also runs the central counterparty and securities depository that settle almost every trade in the country.

For Brazilian companies, listing on B3 is the main route to public capital; for the national economy, the exchange is a genuine marketplace rather than a formality, though the number of listed operating companies is small relative to the size of Brazil’s economy.

Who owns it

B3 is a publicly traded corporation, not a members’ club. Its own shares are listed on itself under the ticker B3SA3, and it is one of the largest listed companies in Brazil by market value.

The chief executive is Gilson Finkelsztajn, and the chair of the board is Antonio Carlos Quintella. B3 is not part of a larger regional exchange group; it is an independent Brazilian company whose shareholders are largely institutional investors, both domestic and foreign.

Who regulates it

The Comissão de Valores Mobiliários, or CVM, is Brazil’s securities regulator, created by Law 6,385 of 1976. It has the power to register public companies, approve securities offerings, demand periodic and event-driven disclosures, investigate insider trading and market manipulation, and impose fines or suspend trading.

Public company filings live on the CVM’s disclosure portal at rad.cvm.gov.br, where annual reports, quarterly financial statements, material fact announcements and ownership disclosures are filed in Portuguese. The Central Bank of Brazil also supervises B3’s role as a financial market infrastructure, particularly its clearing and settlement systems.

What trades there

B3 operates four main market segments: equities, fixed income, derivatives, and over-the-counter instruments. Its equity listing boards include the traditional segment, plus the differentiated governance levels called Nível 1, Nível 2 and Novo Mercado, each imposing progressively stricter corporate-governance rules.

A newer access segment, B3 Acessas, is designed for smaller companies.

The main share index is the Ibovespa, calculated by B3 itself. It tracks a theoretical portfolio of the most actively traded and representative shares on the exchange, with constituents selected based on trading liquidity over the previous twelve months.

The portfolio is reviewed every four months, in January, May and September.

What it takes to list

A company seeking to list on B3’s main boards must be a publicly held corporation registered with the CVM, with audited financial statements prepared under Brazilian accounting standards. The Novo Mercado, the strictest tier, requires that all shares be common voting shares, that the board have at least 20% independent directors, and that the company adopt tag-along rights of 100% for minority shareholders in a change of control.

There is no statutory minimum capital for listing on the main boards, but the company must demonstrate a viable business and meet the exchange’s liquidity and governance requirements. For the B3 Acessas segment, introduced in January 2026, companies with annual revenue below R$500 million (approximately US$90 million) may list before completing a share sale, with up to two years to conduct the offering.

What companies must tell you

Listed companies must file audited annual financial statements within three months of the fiscal year-end, and unaudited quarterly financial statements within 45 days of each quarter-end. All filings are in Portuguese; there is no requirement to publish English translations, which is a significant barrier for foreign readers.

A shareholder must disclose to the CVM and the market when their stake reaches 5% of a company’s shares, and again at each subsequent 5% threshold. Companies must disclose material facts immediately, including transactions with related parties and the total compensation of the board and executive officers, though individual compensation need not be itemised.

Not published: the CVM’s issuer-obligations pages do not require disclosure of individual director pay, only aggregate figures, and there is no requirement to file accounts in any language other than Portuguese.

How trading works

The regular cash-equity session runs from 10:00 to 17:00 Brasília time, with an opening call auction before the session and an after-market session afterward. Trading is continuous during the main session, with periodic call auctions at the open and close to establish equilibrium prices.

Orders may be limit orders, market orders, or stop orders, and B3 operates a central limit order book. Price bands, or dynamic and static limits, pause trading in a security when its price moves beyond a set percentage from the previous reference price.

B3 does not employ designated market makers for all securities, though liquidity providers may be contracted for specific products. The exchange is open roughly 245 trading days a year, following the Brazilian holiday calendar.

How a trade is settled

B3’s clearinghouse, B3 Clearing, acts as the central counterparty for equities trades, guaranteeing settlement by becoming the buyer to every seller and the seller to every buyer. The depository, B3 Depository, keeps the electronic record of who owns what.

Equities trades settle on the second business day after the trade, a cycle known as T+2. Shares are held in book-entry form at the depository, and the investor’s name appears in the depository’s records through their broker, not directly in their own name.

Short selling, lending and margin

Short selling is permitted on B3, but only through the securities lending market, where the seller must borrow the shares before selling them. The lending is done through B3’s central counterparty, which guarantees the return of the borrowed shares.

Margin trading is also permitted, with brokers extending credit to clients subject to CVM rules and the broker’s own risk limits. Both short selling and margin trading are available to domestic and foreign investors who have accounts with a Brazilian broker.

Can a foreigner buy here?

A non-resident may buy Brazilian shares by opening an account with a local broker, obtaining a tax identification number (CPF) from the Brazilian revenue service, and registering with the CVM as a non-resident investor under Resolution 4,373 of the Central Bank. The registration is done through a representative, usually the broker or a custodian.

Dividends paid to non-residents are exempt from withholding tax, while capital gains are generally taxed at 15% for non-residents, with no tax on gains from shares bought before 2023 under certain conditions. Money may be repatriated freely, as the non-resident investor registration allows funds to flow in and out without additional approval.

An easier route exists through American Depositary Receipts (ADRs) listed in New York for many large Brazilian companies, which trade in US dollars and settle through US infrastructure.

What it costs

B3 charges a listing fee and an annual fee based on the company’s market value, with the annual fee for the Novo Mercado starting at around R$30,000 (approximately US$5,500) for smaller companies and rising with size. Trading fees are charged to brokers as a percentage of the trade value, typically around 0.005% to 0.01% for equities, plus clearing and settlement fees.

There is no transaction tax on equity trades in Brazil, though a small fee is charged by the CVM for certain regulatory services. Brokers pass trading costs to clients through their own commission schedules.

Where the prices are

B3 publishes real-time and delayed prices on its own website at b3.com.br, and a daily file of closing prices is available for download. The exchange’s market data is also carried by major commercial data vendors, including Bloomberg, Refinitiv and RT, which use the .SA suffix for B3-listed securities.

Prices are live during trading hours for subscribers, while the public website shows delayed quotes. The availability of B3 data through international vendors is comprehensive, so English-language coverage of Brazilian companies is not limited by data access, though company filings remain in Portuguese.