What is the difference between a CCB and a commercial note?

Both are credit instruments widely used in securitization transactions. The commercial note is a security under Law 6,385/1976, regulated by Article 45 of Law 14,195/2021, not convertible into shares and freely negotiable, and it is used by companies to raise funds from investors in the capital market. The CCB is the instrument traditionally associated with bank credit origination. The practical distinction lies in the counterparty and in the regime applicable to the instrument.

What is the difference between a commercial note and a debenture?

The commercial note is defined by law as a credit instrument that is not convertible into shares and is freely negotiable. It is generally used for shorter funding needs. Debentures carry the characteristics defined in the deed of issuance and are typically associated with longer schedules. Bamboo structures both instruments, together with FIDC, CRI and CRA, in tickets from R$5M to R$200M.

What is a transaction with a commercial note?

The issuing company defines the term, the form of payment and the type of remuneration, which may be a fixed rate or a rate linked to an economic index. The investor subscribes the instrument and becomes a creditor of the company. The note may be issued in book entry form since Law 14,195 came into force on 26 August 2021, and B3 offers registration and deposit for private and public offerings through three registration routes.

Who can issue a commercial note in Brazil?

According to B3, the commercial note may be issued by corporations, limited liability companies and cooperatives, representing a promise of payment by the issuer. Listing is not a requirement. Around 60% of the transactions structured by Bamboo involve issuers accessing the capital market for the first time.

Commercial Note: What It Is and How It Works

Q: Is a commercial note considered a credit instrument?

Yes. Article 45 of Law 14,195/2021 defines the commercial note as a credit instrument, not convertible into shares, freely negotiable, representing a promise of payment in money and qualifying as an extrajudicial enforcement instrument.

The commercial note (nota comercial) is a corporate debt security regulated by Law 14,195/2021, issued in book entry form and placed directly with investors. This article explains the legal definition, the mechanics of an issuance, how the instrument compares with a CCB and a debenture, and the situations in which a company accesses the capital market through it.

A commercial note (nota comercial) is a security defined by Article 45 of Law 14,195/2021 as a credit instrument, not convertible into shares, freely negotiable, representing a promise of payment in money and qualifying as an extrajudicial enforcement instrument, used by companies to raise funds directly from investors in the capital market.

Key takeaways

Article 45 of Law 14,195/2021 defines the commercial note as a credit instrument, not convertible into shares, freely negotiable, representing a promise of payment in money and an extrajudicial enforcement instrument.
Commercial notes may be issued by corporations, limited liability companies and cooperatives, and since Law 14,195 came into force on 26 August 2021 the instrument may be issued in book entry form, without a physical certificate.
The investor in a commercial note becomes a creditor of the issuing company, with remuneration set in advance as a fixed rate or linked to an economic index, payable at maturity or according to the payment schedule registered at B3.
According to a study by ANBIMA, the Brazilian association of financial and capital market entities, as reported by the specialist outlet Giro.Tech, commercial note issuances reached R$7.1 billion in August 2024, the best result for the period since 2018, and R$31.4 billion between January and August 2024, above the R$28.7 billion recorded in the whole of 2023. These are industry association and press figures, not vendor data.
Bamboo Securitizadora S.A. structures transactions of R$5M to R$200M in FIDC, CRI, CRA, debentures and commercial notes, and distributes them to a network of 250+ institutional investors and bank treasuries.

What a commercial note is

A commercial note, known in Brazil as nota comercial, is a corporate debt security issued by a company to raise funds directly from investors in the capital market. The legal definition is objective. Article 45 of Law 14,195/2021 describes the commercial note as a credit instrument, not convertible into shares, freely negotiable, representing a promise of payment in money and qualifying as an extrajudicial enforcement instrument. The same law consolidated a regime that had existed since 2001, when the nota comercial was already listed as a security under Article 2, item VI, of Law 6,385/1976.

For the issuer, the instrument is a way to raise resources without relying on the traditional banking system, with the company undertaking to repay the amount raised plus interest on a future date agreed in advance. The legal ground for that obligation is the promise of payment in money set out in Article 45 of Law 14,195/2021. For the investor, the logic is symmetrical. The investor lends the resource and becomes a creditor of the issuing company, under conditions defined before subscription, such as term, form of payment and type of remuneration. That creditor position is documented in an instrument which the law itself qualifies as an extrajudicial enforcement instrument.

B3 classifies the commercial note as a corporate debt security that may be issued by corporations, limited liability companies and cooperatives, representing a promise of payment by its issuer. Two elements therefore define the instrument at the same time. It is a credit instrument with enforcement force, and it is a security subject to the capital markets regime.

Bamboo Securitizadora S.A. is an independent structuring and distribution firm, neutral by design, and structures commercial notes among other instruments.

How the instrument works

The mechanics of a commercial note issuance follow a sequence that is familiar to any treasury desk.

Definition of conditions. The issuing company sets the term, the form of payment and the type of remuneration before the placement, and commits to returning the invested amount according to those rules, within the framework of the promise of payment described in Article 45 of Law 14,195/2021.
Remuneration. Compensation may be set as a fixed rate or as a floating rate linked to an economic index, with payment at maturity or according to the structure of the transaction.
Form of the instrument. Since Law 14,195 came into force on 26 August 2021, the commercial note may be issued in book entry form, which dispenses with the physical certificate previously required for registration.
Registration and deposit. B3 offers registration and deposit services for private and public offerings, with three routes for the registration and issuance of the commercial note, and a simplified route for private book entry notes.
Payment schedule. The structure may include scheduled interest and amortization payments on constant or non constant dates, and extraordinary payments may be included after issuance.

One structural detail matters for cash flow planning. B3 allows the issue date of the structured commercial note to be decoupled from the date on which yield starts to accrue. That flexibility lets the issuer align the accrual of interest with the moment the resources are actually applied in the business.

Because the commercial note is an extrajudicial enforcement instrument by legal definition, the creditor position is documented in the instrument itself. Covenants, collateral packages and payment waterfalls are negotiated case by case in the documentation of each transaction.

Who can issue and what changed in 2021

Access to the instrument is broader than many treasury teams assume. B3 states that the commercial note may be issued by corporations, limited liability companies and cooperatives. A company does not need to be listed to issue one.

Before August 2021 the registration of a commercial note was made only in certificated form, which required the issuance of a physical certificate to formalize the asset. Law 14,195/2021, published in the Official Gazette on 27 August 2021, regulated the instrument and addressed its definition, who may issue it, its characteristics, and the possibility of enforcement. With the new regime, the note became easier to operate in book entry form.

The practical consequence is operational. Documentation, registration and settlement move into the same infrastructure used by other fixed income instruments, which shortens the distance between a credit decision and the effective disbursement.

For a company issuing in the capital market for the first time, this is usually the decisive point. Bamboo structures a significant share of its transactions for issuers accessing the capital market for the first time, around 60% of the operations. In those cases the work concentrates on corporate documentation, the quality of the receivables and the information package that an institutional investor requires before subscribing.

Commercial note, CCB and debenture

The three instruments are often compared, and the differences are structural rather than cosmetic.

Commercial note. It is a security under Article 2, item VI, of Law 6,385/1976, regulated by Article 45 of Law 14,195/2021, not convertible into shares and freely negotiable. It is used by companies to raise funds from investors in the capital market.

CCB. The Cédula de Crédito Bancário and the commercial note are both credit instruments widely used in securitization transactions. The mechanics of how those receivables are packaged are described in How a securitization works. The difference that matters for a finance leader is the counterparty logic. The commercial note is placed with investors in the capital market, while the CCB is the instrument traditionally associated with bank credit origination.

Debenture. The commercial note is not convertible into shares by legal definition. Debentures may carry different characteristics defined in the deed. Bamboo structures both instruments, along with FIDC, CRI and CRA, in tickets from R$5M to R$200M.

One comparison should be treated with care. Sources describe the commercial note as a short term funding strategy with less bureaucracy than traditional loans, and the book entry regime introduced in 2021 supports that reading on the operational side. Term, cost and covenant package, however, depend on the credit profile of the issuer and on market conditions at the time of the placement. No instrument is inherently cheaper than another.

Market volume and context

The instrument stopped being marginal after the 2021 reform. The figures that follow come from a study by ANBIMA, the Brazilian association of financial and capital market entities, as reported by the specialist outlet Giro.Tech. The attribution matters. These are industry association and press data, not vendor material.

According to that study, up to August 2024 commercial note issuances reached a record volume of R$7.1 billion, the best result for the period since 2018 and growth of more than 741% compared with August 2023. In the accumulated figure from January to August 2024, issuances totalled R$31.4 billion, surpassing the volume of the entire year of 2023, which corresponded to R$28.7 billion.

Two readings follow from those figures. The first is regulatory. The book entry format introduced by Law 14,195/2021 removed an operational barrier that limited the use of the instrument. The second is behavioural. Issuers that previously depended on bilateral bank credit began to test direct placement with investors.

Bamboo maintains a market database with about 21,000 issuances, which supports the pricing and comparison work performed for each mandate. Observing comparable transactions is what allows a structuring firm to describe realistic conditions to an issuer before the documentation phase begins.

When issuing a commercial note makes sense

A commercial note tends to fit the agenda of a finance leader in a few recognizable situations.

Short and medium term funding needs. The instrument is described as a short term private credit security used to raise funds directly from investors, within the capital markets regime set by Law 14,195/2021.
Diversification of funding sources. The company accesses investors without relying exclusively on the traditional banking system.
Cash flow alignment. Scheduled amortization and interest payments on constant or non constant dates allow the schedule to follow the operating cycle.
First access to the capital market. For companies that have never issued, the commercial note is a comparatively direct entry point, since the book entry format simplified registration.

There are situations in which the instrument is not the answer. When the funding need is backed by a recurring receivables portfolio and the company seeks a longer term structure with senior and subordinated classes, an FIDC may be the more adequate vehicle. That movement is discussed in The growth of FIDCs in the Brazilian market. When the origin of the receivable is real estate or agribusiness, CRI and CRA organize the transaction in series and classes. The choice of instrument is a function of the collateral, the term and the investor base, not of preference.

Bamboo structures transactions from R$5M to R$200M across FIDC, CRI, CRA, debentures and commercial notes. The firm has structured R$900M+ across 25+ institutional transactions.

How Bamboo positions itself in a commercial note issuance

Bamboo Securitizadora S.A. is an independent structuring and distribution firm, neutral by design. It is not a bank, not a lender, not a marketplace, and it does not allocate proprietary capital in the transactions. That position defines the role played in a commercial note issuance. The firm sits between the issuer and the institutional investor, organizing the structure and the information package rather than taking the credit position.

The regulatory framework is explicit. Bamboo is an offering coordinator authorized by the CVM under Resolution 161, with the licence granted on 9 October 2023, operates under CVM Resolutions 60 and 160, and is an ANBIMA member.

On the distribution side, the transactions are placed with a network of 250+ institutional investors and bank treasuries. Around 60% of the structured operations involve issuers accessing the capital market for the first time, which is where most of the structuring effort is concentrated.

The firm has structured R$900M+ across 25+ institutional transactions and maintains a market database with about 21,000 issuances used in comparative analysis.

Independent structuring and distribution. Neutral by design.

Related reading: How a securitization works, The growth of FIDCs in the Brazilian market and Middle market DCM in Brazil. Market data is published in Pulso Bamboo DCM.

Informational material only. It does not constitute a public offering of securities. Bamboo Securitizadora S.A. acts as an offering coordinator licensed by the CVM (Resolution 161).

Sources

Informational material only. It is not a public offering of securities. Bamboo Securitizadora S.A. acts as a coordinator licensed by the CVM (Resolution 161).

Commercial Note: What It Is, How It Works, and When a Company Should Issue One