Receivables tokenization: structure and how it works

A company sells on credit. The boletos (bank payment slips), duplicatas (Brazilian trade receivables) and installments it is due to receive in the coming months are receivables: credit rights against its customers. If the company needs money now, it can bring those amounts forward by selling the credits to someone willing to wait for payment in exchange for a discount.

Receivables tokenization takes this operation onto a digital network. The credits become collateral for tokens bought by investors, who get paid as the debtors pay. This article explains the parts of the structure, how the money flows, what Brazilian regulation says and which risks remain with investors.

The parts of the structure

A typical deal has these participants. The names come from the securitization law and from CVM guidance (the CVM is Brazil’s securities regulator), which the editorial team uses as a reference:

• Assignor or originator: the company that has the credits receivable and sells them to raise funds.
• Debtors: the customers who must pay the credits. In the end, they are the ones who pay the investor.
• Securitization company: the company that buys the credits and issues securities backed by them. Under Law 14,430 of 2022, securitization companies are non-financial institutions, organized as corporations, whose purpose is to carry out securitization transactions.
• Platform or tokenizer: whoever creates the tokens on the network and offers them to investors.
• Fiduciary agent, custodian and registrar: whoever oversees the deal on behalf of investors, holds the collateral and keeps the record of who holds what, depending on the type of offering.
• Investors: whoever buys the tokens.

Securitization is the key word. Law 14,430 defines it as the acquisition of credit rights to back the issuance of securities, whose payment is “primarily conditioned” on receiving the funds from those rights. In other words: the investor gets paid if, and to the extent that, the credits are paid.

How the money flows

The flow, simplified, has five steps:

1. The assignor company selects credits receivable, for example duplicatas maturing in 90 days.
2. The securitization company buys these credits, usually at a discount to face value.
3. To pay for the purchase, the securitization company issues securities backed by the credits, and the platform represents them as tokens.
4. Investors buy the tokens. The money goes to the securitization company, which pays the assignor.
5. When the debtors pay the duplicatas, the money flows back into the structure and is distributed to token holders, with the agreed return, which may be fixed, variable or mixed.

The difference between what the investor pays and what they receive is the return. It exists because the investor takes on the risk that debtors will pay late or not at all.

Where the token comes in

Without tokens, this structure has existed in Brazil for decades, with receivables certificates registered in traditional systems. The token changes the recording and distribution layer:

• Each token represents a fraction of the security, and ownership is recorded on the network.
• Payment rules can be automated by smart contracts, programs that execute actions when conditions are met. See smart contracts.
• Smaller fractions allow lower entry tickets.

The token does not change the quality of the credits or the debtors’ ability to pay. This is the general lesson of why tokenizing does not eliminate risk, and it applies especially directly here.

Protection comes from the law, not the network

What protects the investor from the bankruptcy of the securitization company is not the blockchain. It is the fiduciary regime, provided for in articles 25 to 27 of Law 14,430.

When the securitization company establishes this regime, the credits backing the issuance form a segregated estate (patrimônio separado): they are kept apart from the securitization company’s own assets and from other issuances, serve exclusively to pay the securities of that issuance and do not answer for the securitization company’s debts. The law also provides, in public issuances, for a fiduciary agent to act on behalf of investors.

The law also contains specific rules for Receivables Certificates:

• They are securities issued in book-entry form and only by a securitization company.
• When offered publicly or traded on a regulated market, they are securities.
• They must be registered or deposited with an entity authorized by the Central Bank or the CVM; deposit is mandatory in a public offering and in trading on an organized market.
• The value of the certificate cannot exceed the total credits linked to it, and the securitization company is liable for the origin and authenticity of those credits.

That is why, when evaluating a receivables token, the most important question is not “which blockchain is it on”, but “is there a segregated estate, and who oversees it?”.

What the CVM says

In April 2023, the CVM’s Securitization Supervision Department published Circular Letter 4/2023 specifically on receivables tokens and fixed income tokens (CVM, April 4, 2023). The main points:

• The CVM identified public offerings of these tokens, by exchanges and tokenizers, with the characteristics of securities, without complying with capital markets rules.
• Depending on the case, the token may be a collective investment contract or a securitization transaction. When there is an acquisition of credits, payments coming from that flow and collateral held for the benefit of investors, the regulator writes: “we understand that there is a securitization transaction”. If the offering is public, it is treated as equivalent to that of a receivables certificate.
• Classification as a security does not depend on a prior statement by the CVM. It is up to whoever structures the deal to assess whether the rules apply.
• If it is a security, the rules on registration of issuers and offerings apply, as well as the rules on intermediation, book-entry, custody, deposit and settlement.

The letter builds on Guidance Opinion 40, from 2022, which had already noted that tokens can represent a “right to receive related to structures similar to securitization” and that being on a blockchain is irrelevant to determining whether something is a security.

The crowdfunding route

The same letter pointed to a path for smaller offerings: CVM Resolution 88, which regulates investment crowdfunding. According to the CVM, receivables token offerings of up to R$ 15 million may follow the model of securitization securities under Law 14,430, issued by securitization companies not registered with the regulator and distributed by platforms registered under that resolution, meeting the same requirements.

The R$ 15 million limit appears in the consolidated text of Resolution 88 consulted on October 8, 2026. The rule is under review: in September 2025, the CVM opened a public consultation to reform it, proposing caps of R$ 25 million for business companies and R$ 50 million for securitization companies, and citing the growth of tokenization among its motivations (CVM, September 24, 2025). As of this date, the editorial team has not found the publication of the final rule. Check the status with the CVM before treating the new limits as in force.

For offerings outside this regime, the CVM’s general rules on public offerings and securitization apply. The broader picture is in tokenization and capital markets: regulatory limits.

Registration of the credits themselves

A classic risk in receivables deals is the same credit being sold twice, or not existing. Part of the answer lies in registering the underlying credits. Law 13,775 of 2018, for example, created the book-entry duplicata, issued by entry in an electronic book-entry system managed by entities authorized by the government.

The point for investors: the token records who is entitled to the security, but does not by itself prove that the underlying credits exist and have not been assigned to someone else. That verification depends on the registration of the credits, on the work of the securitization company, which is liable for their origin and authenticity, and on oversight by the fiduciary agent.

Risks for investors

• Credit. If debtors pay late or do not pay, the token payment is delayed or does not happen. You may lose part or all of the amount invested.
• Concentration. Few debtors, or debtors in the same sector, increase the impact of a single default.
• Assignor. If the assignor company has committed to guarantees or buyback, its soundness also counts.
• Structure. Without a fiduciary regime and segregated estate, a bankruptcy of the securitization company or the platform may reach the collateral.
• Regulatory compliance. A public offering outside CVM rules takes away investor protections such as mandatory disclosure and oversight.
• Liquidity. Being able to transfer the token does not mean there is a buyer. In many cases, the way out is to wait for maturity.
• Technology. Smart contract failures, loss of access keys and dependence on the platform that operates the record.

Before investing, look in the offering material for: who the assignor and the securitization company are, what the debtor profile is, whether there is a segregated estate and a fiduciary agent, what the offering’s regime at the CVM is and what happens in case of default.

Where the topic is heading

The CVM included receivables certificates among the assets of a pilot to test the issuance, trading, custody and settlement of securities on distributed ledger networks. The draft was delivered to the Board in September 2026 and, according to the regulator’s news release, there was still no information on approval (CVM, September 16, 2026). If it moves forward, the test should show what the network actually adds to a structure that already exists without it.

What to take from this article

• A receivables token is, in essence, securitization with another recording layer. For the CVM, when offered to the public, it tends to be a security subject to capital markets rules.
• Investor protection comes from the legal structure, above all the segregated estate and oversight, not from the blockchain.
• The central risk is the debtors’ credit risk. Liquidity, regulatory compliance of the offering and technology add risks of their own. To understand the general concept, see what asset tokenization is.