It's not new, nor has it been yesterday, that the Brazilian Securities and Exchange Commission ( CVM ) has been investigating the operations of the Fictor Group . The investigations at the regulatory body began in 2023, and there are seven ongoing administrative proceedings against the company. They are still in the investigative phase, but recently an important element has emerged that could culminate in a formal accusation against the company that attempted to buy Banco Master.

According to documents obtained by NeoFeed , a complaint from XP may be the element that the CVM (Brazilian Securities and Exchange Commission) needed to close the net and file a formal accusation against Fictor. XP cites potential irregularities in the offering of Limited Liability Partnerships (SCPs), which Fictor had been using to raise funds from investors.

In the complaint, XP exposes emails in which Fictor representatives solicit its advisors for the sale of SCPs (Special Purpose Companies) and questions the group's fundraising model. XP argues that these investments should be structured as collective investment contracts (CICs) — which must follow the CVM's (Brazilian Securities and Exchange Commission) public offering procedure.

The CVM's Registration Superintendency (SRE) understands that Fictor allegedly made a public offering of securities without authorization from the regulatory body and has requested the CVM's Specialized Federal Prosecutor's Office (PRE) to assess the feasibility of a stop order against Fictor Invest.

Considered a preventive measure, a stop order aims to prohibit practices that are detrimental to the regular functioning of the market by imposing a daily fine and takes effect immediately, without depending on a final judgment.

In Special Purpose Companies (SCPs), only the ostensible partner has political power, while the other partners are only entitled to dividends. In the case of Fictor, the structures were managed by related companies, while investors entered as common partners.

By definition, SCPs (Special Purpose Companies) are not securities and, therefore, fall outside the scope of the CVM (Brazilian Securities and Exchange Commission). However, according to complaints received by the regulatory body, advisors associated with Fictor had been offering participation in SCPs as an investment with returns of up to 3% per month and a guaranteed redemption period of 60 days – characteristics very similar to those of securities.

With this formula, Fictor raised R$ 3 billion in SCPs to finance the group's expansion . But the plans were thwarted after the failed attempt to buy Master , suspected of fraud against the financial system. After the episode, the company claims to have suffered a wave of withdrawals related to SCPs that, by the beginning of the month, had already exceeded R$ 2 billion.

Without the money to pay the ransom demands, Fictor filed for bankruptcy protection (RJ) for part of the group in early February and, this week, included the remaining companies in the request. Earlier this month, the company obtained an injunction preventing collections for 30 days, but the RJ request is still under review.

The complaint was filed in March 2025 and, according to Fictor's defense, it "substantially" changed the SRE's interpretation of facts that had already been under discussion. The SRE, however, claims that it used other CVM proceedings related to the case, anonymous complaints, and information also provided by BTG Pactual.

In the documents, Fictor reported that, although it has been cooperating with the investigations since 2023, it only became aware of the SRE's official request for a stop order during routine monitoring of a Federal Police investigation, opened in 2023, at the Regional Superintendence of São Paulo.

The police investigation, which includes the request for a cease and desist order, remains confidential. However, Fictor's lawyers confirm in the court records that the company is being treated as a "suspect party of irregularity, which could, in theory, constitute a criminal offense"—which, according to their defense, "underlies the communications between this Authority [CVM] and the Federal Police, within the scope of the Process, and which are addressed in the Police Investigation."

Even though the process was still in the pre-accusatory phase, Fictor had been seeking full access to XP's complaint and other documents that served as the basis for the SRE's investigations, which only provided partial access to the evidence.

The request for full access, however, was denied by director Marina Copola in a decision last November. According to the director, full access is not justified, since Fictor has not yet been charged.

Copola also cites in the decision a precedent from the Supreme Federal Court (STF) in which "the temporary denial of access to documented evidence is permitted when there is a concrete risk to the effectiveness of the investigations."

According to reporting by NeoFeed , Fictor stopped raising capital through SCPs (Special Purpose Companies) at the end of 2025 and began raising funds from individuals through Fictor Invest FIDC. With promises of returns similar to those made in the SCP sales, the FIDC reached over R$ 270 million in net assets in just a few months. However, the fund was closed to withdrawals after redemption requests exceeded 40% of the fund's assets .

On March 9th, the nearly 1,000 investors in Fictor Invest FIDC will be able to decide at an Extraordinary General Meeting whether to liquidate the fund and consequently return recoverable amounts, or opt for a new administrator, after BRL Trust (currently Apex Brazil) resigned from managing the fund.

If they opt for liquidation, the investments will have to be returned gradually, according to the fund's own statement, given the illiquidity of the invested assets. The situation is even more complex for the holders of the SCPs (Special Purpose Companies), who, as partners in companies related to Fictor, will not be a priority in the judicial reorganization process sought by Fictor.

Contacted for comment, XP and Fictor did not respond to the reporter's questions.