BRAZIL Trends and Developments Contributed by: Roberto Panucci Filho, Tiago Severo Pereira Gomes, Diogo Octavio Nebias and Guilherme Teles, Panucci, Severo e Nebias Advogados
ital currency (CBDC)) are being observed worldwide. Multinationals, funds and fintechs should see both opportunity and discipline – ie, in unmatched digital adoption combined with robust governance, compli- ance and consumer protection. In short, Brazil’s banking and finance market in 2025 is characterised by a mix of stability and dynamism. The next chapters – including new SCFI licences, regu- lated BaaS, integrated VASPs and deepening private credit – will define opportunities for clients and inves- tors. BaaS: From Contract Patchwork to Regulated Infrastructure During the past five years, Brazil has become one of the most globally fertile grounds for BaaS. At its core, BaaS allows licensed financial institutions to provide their accounts infrastructure, cards, payment means and credit products to third-party entities, which then distribute these services under their own brand. This model has enabled supermarkets, mobility platforms, retailers and marketplaces to offer financial products without holding a banking licence. For fintechs, it provided a way to scale quickly by partnering with a licensed bank for the back end while focusing on customer acquisition and user experience. Until recently, these partnerships operated in a regula- tory grey zone, with a lack of supervisory/regulatory oversight clarity. With the explosion of embedded finance in retail and digital channels, addressing this issue became urgent. Public consultation on regulation of BaaS In late 2024, the Central Bank of Brazil launched Pub- lic Consultation ( Consulta Pública , or CP) 108/2024 (“CP 108/2024”) – extended in early 2025 – to regulate BaaS. The draft joint resolution sets out the following. • Scope – CP 108/2024 defines BaaS as arrange- ments where a licensed institution (bank, SCFI, SCD, SEP or payment institution) offers financial services through third-party interfaces or brands. • Responsibilities – CP 108/2024 establishes that the licensed institution remains ultimately responsible for compliance, risk management and customer
protection, even when activities are performed by the third-party entity. • Customer interface rules – clear disclosure is required so that clients understand which licensed institution is providing the financial product and where to file complaints. • Operational oversight – CP 108/2024 imposes monitoring of outsourced functions and critical service providers, including foreign technology vendors. • Prudential aspects – CP 108/2024 signals that the Central Bank of Brazil may impose additional capital requirements depending on the risk profile of the BaaS activity. The consultation closed in February 2025. The final resolution is expected in the second half of 2025. Why it matters By setting a common rulebook, the Central Bank of Brazil is effectively legitimising BaaS as a perma- nent feature of Brazil’s financial ecosystem. This will encourage larger brands, including bigtechs, to enter embedded finance without fear of sudden regulatory backlash. Commercial implications For licensed institutions, BaaS becomes a scalable business line (with application programming interfaces (APIs), compliance toolkits, white-label catalogues). For brands and fintechs, compliance costs rise but regulatory certainty enables scaled integration. Risk and governance considerations BaaS is not a compliance shortcut. Licensed institu- tions should implement: • partner segmentation; • continuous monitoring; • incident response plans; • exit strategies; and • dual-brand user experience protocols to prevent mis-selling. The winners will be those who treat compliance not as a barrier but as a competitive differentiator – using robust governance to win large-scale brand partner- ships. In practice, supermarkets, digital retailers and
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