FIDC: how a Receivables Investment Fund works
Reading time
8 minutes
Date
Jun 25, 2026
Author
Murilo Oliveira — Partner, igc Partners
A FIDC — Fundo de Investimento em Direitos Creditórios, or Receivables Investment Fund — is a financial vehicle regulated by the CVM (Brazil's securities and exchange commission) that allows a company to turn its future receivables into present cash. The company assigns to the fund the credit rights it holds against its clients — trade bills, contracts, installments — and receives in exchange the present value of those flows, less a fee.
In practice, it is a way to advance revenue without taking on traditional bank debt and without diluting the company's ownership. The fund raises money from institutional investors by selling quotas, uses that money to buy the company's receivables, and then collects payments from the company's debtors to remunerate the quota holders.
It is a Capital Solutions instrument — an alternative to conventional bank credit — and part of the set of structured solutions that specialized M&A boutiques can access for the entrepreneur.
The flow begins with the company assigning its receivables to the fund. These receivables can be trade bills, service contracts, financing installments, monthly fees — any credit right the company holds against third parties. The fund pays the company the present value of those receivables, less the cost of the operation.
The fund, in turn, issues quotas to raise that money from qualified or professional investors. When the company's debtors pay their obligations, that flow goes to the fund and remunerates the quota holders. The company, therefore, has received cash in advance and transferred the default risk of the assigned receivables to the fund.
The structure is regulated by the CVM — Comissão de Valores Mobiliários — and requires hiring a fiduciary administrator, a manager, a custodian and, in most cases, a rating agency to rate the quotas. Each one has a defined role in the operation, and together these agents are what ensure the risk segregation and transparency that investors require.
A FIDC generally issues two classes of quota with distinct risk and return profiles:
Senior quota: Has priority in receiving income and the return of principal. It is the quota sold to outside investors — funds, asset managers, institutional investors. Because it has preference in payment, it offers lower risk and, consequently, lower return.
Subordinated quota: Absorbs the fund's first losses in the event of default on the receivables. It is normally retained in part by the assigning company itself — the so-called 'skin in the game'. This retention signals to the market that the company trusts the quality of the receivables it is assigning.
Mezzanine quota: Present in more sophisticated structures, it sits between the senior and the subordinated in terms of payment priority and risk profile. Not every FIDC has this class — it depends on the complexity of the operation and the investors' appetite.
The diversity of eligible assets is one of the strengths of the FIDC. Trade bills (duplicatas) are the most common receivables, but the structure accommodates much more: service contracts, monthly fees from health or education plans, financing installments, real-estate loans, agribusiness credits, credit-card receivables and even precatórios (court-ordered government debts).
The quality of the assigned receivables is the heart of the operation. The more granular, predictable and the better the default track record of the portfolio, the better the fund's rating and the lower the cost for the assigning company. That is why the structuring work — selecting which receivables go in, defining eligibility criteria and covenants — is critical to the success of the operation.
In practice, sectors such as retail, healthcare, agribusiness, education and recurring services have a naturally favorable profile for a FIDC, given the regularity and granularity of their receivables portfolios. But eligibility always depends on the advisor's and the fund's investors' case-by-case analysis.
A FIDC starts to make sense when the volume of receivables is significant and the cost of conventional bank credit weighs. Smaller operations tend to be absorbed by bank discounting or a direct receivables advance — a fund's structure has a fixed setup cost that needs to be diluted across volume.
It also makes sense when the company wants to diversify its funding sources without depending exclusively on bank credit — especially when the bank's lines are already committed or when the desired term is longer than the bank is willing to offer.
Another relevant scenario: when the company wants to grow quickly without diluting partners. The FIDC provides cash using its own receivables as backing, with no new partner coming in and without compromising the founders' assets. It is a growth solution that preserves the ownership structure.
The process of structuring a FIDC involves several stages, each with a defined role:
Diagnosis of the receivables portfolio. The advisor analyzes the profile, volume, term and default history of the company's receivables. It is this analysis that defines whether the operation is viable, the size of the fund and the likely rate.
Structuring the operation. The fund's architecture is defined: quota classes, receivables eligibility criteria, subordination ratios, covenants and liquidation triggers. This work is done together with the administrator and the manager.
Rating. A rating agency assesses the quality of the receivables and rates the senior quotas. The rating is decisive for the cost of the operation — the better the grade, the lower the rate investors require.
Registration with the CVM. The fund is registered with the CVM, in accordance with the regulation in force. The documentation includes the fund regulation, the prospectus (when applicable) and the assignment agreements.
Distribution of the quotas. The senior quotas are offered to qualified or professional investors — asset managers, pension funds, corporate treasuries. The advisor leads the distribution process in the market.
Ongoing operation. After closing, the company assigns receivables to the fund on an ongoing basis according to the regulation. The custodian verifies the eligibility of the assigned receivables and the manager monitors the portfolio.
The three are securitization instruments — they turn credits into securities tradable in the market. The difference lies in the backing and the regulation. CRI (Certificado de Recebíveis Imobiliários, a real-estate receivables certificate) and CRA (Certificado de Recebíveis do Agronegócio, an agribusiness receivables certificate) are securities issued by securitization companies with backing specifically in real-estate or agribusiness credits, respectively. The FIDC is a fund — a more flexible structure that accepts a much wider range of assets.
Another relevant difference: CRI and CRA have an income-tax exemption for individuals, which facilitates distribution to qualified retail investors. The FIDC does not have this exemption for individual quota holders, which directs its investor base mainly toward institutions. This affects the cost and the liquidity of each instrument.
The choice between FIDC, CRI, CRA — or also debentures and commercial notes — depends on the company's sector, the type of receivable, the volume of the operation and the profile of the target investors. There is no universally better instrument. The right structure is defined case by case, based on the advisor's diagnosis.
igc Partners has operated on the sell-side for 29 years — it always represents the entrepreneur, never the buyer or the investor on the other side. In Capital Solutions, this exclusive commitment to the seller translates into advisory to choose the right instrument, structure the operation and distribute the quotas in the investor market.
igc's Capital Solutions portfolio includes FIDC, CRI, CRA, debentures and commercial notes. Confirmed examples of structured operations: R$31 million and R$100 million FIDCs for Ciss. The choice of instrument — and the structure of the operation — is always defined based on the diagnosis of the receivables portfolio and the company's cash needs.
With 35 dedicated partners and more than five hundred completed sell-side deals, igc has direct access to a broad base of institutional investors in Brazil and abroad. The process is conducted owner to owner — partners on the front line, from diagnosis to closing, with no junior team managing the relationship with the entrepreneur.
A FIDC is a fund that buys your company's receivables — the trade bills and contracts your clients have yet to pay — and gives you that money now. Investors buy quotas in the fund and are paid when your clients pay. It is a way to advance cash without taking on bank debt and without diluting partners.
There is no universal regulatory floor, but a FIDC's structure has a fixed setup cost — administration, management, custody, rating — that needs to be diluted across volume to make economic sense. Smaller receivables operations tend to be better served by bank discounting or a direct advance. It is the advisor who assesses, case by case, which instrument is suitable for the available volume.
They are solutions to different problems. The FIDC is a funding instrument — it advances cash using receivables as backing, without changing the ownership structure. Selling the company — fully or partially — is a strategic decision that involves other motivations: succession, founder liquidity, the search for a strategic partner. One does not replace the other; what defines the choice is the entrepreneur's objective.
The subordinated quota is the class of quota that absorbs the fund's first losses in the event of default. The assigning company retains a portion of these quotas to signal to the market that it believes in the quality of the receivables it is assigning — the so-called 'skin in the game'. Without this retention, the senior-quota investors would demand much higher rates to enter the operation.
