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[null,"Prepared By:","Contributors:"]
[null,"Demarest Advogados","Paulo Rocha"]
[]
[]
[]
["Doing Business Latin America"]
[]
["Report Generated: 4/30/2025"]
[]
["View your report results on next tab"]

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["Question","Brazil"]
["Country Overview"]
["Country Overview",{"$cut":{"chars":28185,"head":" Political Structure The Federative Republic of Brazil is the largest country in Latin America and the fifth largest in the world. It covers more than 8.5 million square kilometers and occupies more than half of South America. Brazil borders all countries in South America, except Chile and Ecuador. Brasilia is the capital, Portuguese is the official language, and the Real (\" BRL \") has been the currency since 1994. \n Brazil has about 208.5 million inhabitants, representing one-third of the population of Latin America. Approximately 84% live in urban areas along the Atlantic Coast, although the expansion of agribusiness and industrial activity into the interior of the country has led to the population expanding further and further away from the coast. \n The economic forecast for Brazil at the end of 2024, according to Deloitte, indicates modest GDP growth, projected at between 1.9% and 2.2%, driven mainly by domestic consumption and a stronger labor market. Inflation is expected to remain within the targets set by the Brazilian Central Bank, while the Selic rate is expected to be further reduced in order to stimulate the economy. However, public debt is a growing concern, with projections indicating that the government's gross debt could reach 77.3 % of the GDP by the end of 2024. These factors suggest a stable economic environment, but with significant fiscal challenges that need to be managed to ensure long-term sustainability. \n Brazil's largest states in terms of GDP are São Paulo, Rio de Janeiro and Minas Gerais, all located in the southeast region, with a combined population of around 83.37 million. The city of São Paulo contributes approximately 32.1 % of Brazil's GDP. B3 S/A ( “BRAZIL, BOLSA, BALCÃO” ), located in São Paulo, is one of the largest infrastructure companies in the global financial market and the largest stock exchange in South America, trading a large part of Brazilian production. In 2023, B3 recorded an Average Daily Turnover of BRL 24.3 billion, representing a significant variation compared to 2022. \n The combined GDP of Mercosur, including Argentina, Brazil, Paraguay, Uruguay and Bolivia, is around USD 5.195 trillion in Purchasing Power Parity (\" PPP \") terms and approximately USD 2.638 trillion in nominal terms. This places Mercosur in 5th position, just behind the United States, China, Japan and Germany; considering Brazil alone, we are the 10th largest economy in the world. Its four members have been modernizing and opening up their national economies. In 1996, Mercosur signed agreements with Chile and Bolivia, in force from October and February 1997, respectively, for the development of free trade between the countries. Mercosur also signed free trade agreements with Israel in 2007 and Egypt in 2010. The Mercosur agenda, however, goes far beyond economic and trade issues, covering also education, employment, the environment, consumer protection and culture. \n Brazil is divided into 26 states and a Federal District (within which Brasilia is located). This table shows the 5 regions, their populations and the percentage of the population living in urban areas: \n \n The largest city in Brazil and South America is São Paulo, with more than 12 million inhabitants. This number increases to about 20 million when it includes urban centers - the metropolitan region - around São Paulo, known as Greater Sao Paulo. Another 14 cities, including Rio de Janeiro, have a population of over 1 million. \n The Political System Brazil is a democratic federative republic, composed of the Union, states, municipalities and the Federal District. It has a representative form of government with universal elections for the Executive and Legislative Powers. \n A new constitution was introduced in October 1988. It provided a presidential type of government with three independent powers: The Executive, the Legislative and the Judiciary. A national referendum held in 1993 confirmed the presidential system as the preferred regime and the republic as the preferred form of government. \n After more than 10 years of military dictator"}}]
["Establishing a Business: Cross-Cutting Matters"]
["Companies",{"$cut":{"chars":24403,"head":" FORMS OF BUSINESS ORGANIZATIONS In Brazil, two types of corporate entities are most used in business transactions: the limited liability company and the corporation. \n In general terms, the limited-liability company offers a number of practical advantages and is recommended if the partners desire simplicity and flexibility in the corporate structure, including lower maintenance costs and the inapplicability of some legal formalities that are mandatory for the corporations. A limited liability company is usually suitable for wholly-owned subsidiaries or restricted joint ventures. \n A new rule introduced by Law No. 14,195 , enacted on August 26, 2021 (“ Law No. 14,195 ”), allows limited-liability companies to issue commercial notes. However, in the event that the partners wish for the company to issue debentures or other securities in the future, in order to become a publicly held company, or to admit other groups of investors, then the adoption of a corporation structure is preferable. A corporation structure is also preferable for ventures with a larger number or different groups of shareholders. \n There are two categories of public registries of legal entities in Brazil: civil registries of legal entities and boards of trade. Both have state jurisdiction. A business entity, such as the limited liability company and the corporation, must be registered with the board of trade of the state where the company’s head office is located, as well as with the board of trade of any other state where the company opens a branch. Simple partnerships, associations and foundations are registered at civil registries of legal entities. Corporate documents, such as amendments to articles of associations or bylaws, as applicable, as well as certain minutes of partner meetings, must be filed with the respective registry of the company. \n What is more, according to the Brazilian legislation, all entities enrolled with the Brazilian Federal Revenue Office (“ Receita Federal ”) will have 30 days, calculated from the date of issuance of their federal taxpayer identification number (“ CNPJ ”) to provide the Federal Revenue Office with documents that identify their ultimate beneficial owner(s) holding “significant influence” or deemed an “affiliated entity”. \n Presumed “significant influence” means that the ultimate beneficial owner holds more than 20% of the capital stock of a certain entity, either directly or indirectly, and holds predominant control over corporate deliberations, as well as the power to elect the majority of the entity’s managers, even without controlling it. \n A legal entity can be deemed an “affiliated entity” in the event that: \n \n the legal entity’s equity interest in the capital stock of a foreign entity classifies it as such foreign entity’s direct or indirect controlling entity; \n the legal entity is classified as (a) directly controlled by, (b) indirectly controlled by or (c) related to the foreign entity; \n the legal entity and the foreign entity share the same corporate or administrative control, or if at least 10% of the capital stock of each entity belongs to the same individual or legal entity; 176 \n the legal entity is associated with a foreign entity in the form of a consortium or condominium, as provided for in the Brazilian legislation, in any venture; and \n the foreign entity is resident or domiciled in a low-tax jurisdiction, or benefits from a preferential tax regime, as provided for by articles 24 and 24-A of Law No. 9,430, of 1996 (the latter of which provides for the controlling entities that are not already included in items I to IV above). \n \n Limited-Liability Company A Brazilian limited-liability company, which resembles an American limited liability company (\" LLC \"), is the most common type of company in Brazil. Nowadays, it accounts for an estimated 70% to 85% of all companies consolidated in Brazil. They range from small enterprises with few partners to some of the largest businesses in the country. \n A Brazilian limited-liability company can have one or more partners, who can be legal entities "}}]
["Taxes",{"$cut":{"chars":18748,"head":" BUSINESS OPERATION TAXES Taxation in Brazil is a vast and complex field, comprising numerous federal, state, and municipal taxes. The main taxes are: \n \n FEDERAL TAXES: Corporate Income Tax (“IRPJ”), Import Duties, Export Tax, Tax on Manufactured Products (“Imposto sobre Produtos Industrializados” – “IPI”), Tax on Financial Transactions (“Imposto sobre Operações Financeiras” – “IOF”), Social Contribution on Net Profits (“Contribuição Social sobre o Lucro Líquido” – “CSLL”), Contribution to the Social Integration Plan (“Contribuição ao Programa de Integração Social” – “PIS”), Contribution for the Financing of Social Security ( “Contribuição para Financiamento da Seguridade Social” – “COFINS”), and Contribution for Intervention in the Economic Domain (“Contribuição de Intervenção no Domínio Econômico” – “CIDE”); \n STATE TAXES: Sales Tax on the Circulation of Goods and Services (“Imposto sobre a Circulação de Mercadorias e Serviços” – “ICMS”), Motor Vehicle Tax (“Imposto sobre a Propriedade de Veículos Automotores” – “IPVA”); and Tax on Donation and Inheritances (“Imposto sobre Heranças e Doações” – “ITCMD”); and \n MUNICIPAL TAXES: Service Tax (“Imposto sobre Serviços” – “ISS”), Real Estate Transfer Tax (“Imposto sobre Transmissão Inter Vivos” – “ITBI”) and Property Tax (“Imposto sobre a Propriedade Territorial Urbana” – “IPTU”). \n \n It is important to highlight that at the end of 2023, Brazil approved the Brazilian Tax Reform on consumption when the final wording of Constitutional Amendment No. 132/2023 (“ EC 132/2023 ”) was enacted. We will comment on the consumption tax reform on a specific topic (8) . \n Federal Taxes Corporate Income Tax (“Imposto sobre a Renda da Pessoa Jurídica” - “IRPJ”) The taxable profit is levied at the basic rate of 15% plus an additional rate of 10% on taxable profit that exceeds BRL 20,000.00 per month. \n Basically, there are two methods of calculating the taxable profit: \n \n Real-profit basis (a method for calculating taxable profit based on the accounting result with some adjustments established by tax law, including transfer pricing and thin capitalization adjustments); and \n Presumed-profit basis (a method for calculating taxable profits based on a percentage of gross revenue). \n \n Companies with total annual gross revenue in excess of BRL 78 million and others required by law must calculate real profits based on quarterly or annual balance sheets. They are not allowed to calculate this tax based on presumed profits. \n There is a third method, the Arbitrated profit basis, which can be applied by the tax authorities, at their discretion, in certain limited circumstances. Therefore, the taxpayer does not select this method by choice. For example, when proper records of revenues and costs/expenses are not maintained, the Arbitrated method is applied. \n If taxation is based on a quarterly balance sheet, payment of taxes will be definitive, and all rules for calculating annual profits will apply to such quarterly profit (rates, additions, provisions, offsetting losses, etc.). \n If the company opts for payment based on yearly profits (the most common and generally adopted system), these profits will be calculated from the profit-and-loss statement prepared in December, covering earnings for the entire calendar year, but the tax must be pre-paid monthly. Monthly prepayment may be lowered or suspended if the taxpayer has accounting evidence that the pre-paid value until that month exceeds the tax value calculated based on real profits. \n Social Contribution on Net Profits (“Contribuição Social sobre o Lucro Líquido” - “CSLL”) This tax is owed at a general rate of 9% on adjusted net income calculated quarterly or annually (depending on the taxpayer’s income tax option) and is not deductible from corporate income tax. While the basis of this tax is similar to that of corporate income tax, adjustments to calculate the taxable basis of the CSLL are sometimes different. Some activities (such as financial institutions, insurance companies, among others) may be subject to higher rates (i.e., 20% or 15%, "}}]
["Labor"," One of the most significant features of Brazil’s labor system is that the laws regulate the details of labor/management relations to a much greater extent than in other countries. In addition, the concept of collective bargaining is distinctively strong in Brazil. Among these include:  \n \n Brazilian Labor Code Most of Brazil’s employee rights are compiled in what is known as the Brazilian Labor Code, or the CLT (“Consolidação das Leis do Trabalho”). As of November 2017, Law No. 13,467/2017 (“Labor Reform”) modified certain significant aspects of labor relations, in order to make labor relations in Brazil less bureaucratic and more flexible. The basic labor rights granted to employees in Brazil are as follows: \n Employment Relationship Brazilian Labor Law defines the “employee” as the person (individual) who is hired by a company to render services on a personal and frequent basis. This person rendering services is economically dependent on the contracting company and, most importantly, subordinated to representatives or other employees of the contracting company (“elements that define an employment relationship”). Please note that subordination is the main aspect that defines an employment relationship. Employment relationships in Brazil are usually set for an indefinite term and can be terminated at any time. Employment agreements for a definite term are possible only when executed in accordance with the specific legal requirements and for a maximum of two years. If the employment relationship continues after the expiration of this two-year period, the contract automatically becomes effective for an indefinite term. Also, the parties may set a “Probationary Period” before the indefinite term employment agreement becomes fully effective, for a maximum term of 90 days (or two shorter successive periods). The applicable collective bargaining agreements may set shorter maximum terms. \n Legal Limit of Regular Working Hours The Brazilian legislation stipulates that working hours in Brazil are limited to 44 hours per week or eight hours per day (item XIII, Article 7 of the Brazilian Constitution) unless provided for otherwise in a collective bargaining agreement entered into with the workers’ union. The Labor Reform also authorized the “12x36” work system (twelve hours of work followed by thirty-six hours of rest), provided that the constitutional limit of weekly working hours is observed. Despite the lack of regulations on the matter, other working schedule systems are also deemed valid by the labor courts, provided that such systems are in compliance with general regulations. \n Salary In Brazil, as a rule, salaries are paid monthly on a fixed basis, although variable salaries are also a possibility. Likewise, it is possible to establish a mixed compensation arrangement, where the salary is partially fixed and partially variable (commissions, premiums, bonuses, etc.). Salaries must be paid in Brazilian currency up to the fifth business day of the month after the worked month. Salary advances are customarily granted up to halfway through the month, while salaries are usually paid in the last business day of the worked month. Furthermore, salary adjustments are defined annually through collective bargaining agreements attempting to offset inflation. \n Vacation Upon completion of each twelve-month work period, employees are entitled to paid vacation of up to thirty calendar days, plus an additional payment equal to one-third that amount. If vacations are not granted within the 12 months subsequent to the completion of each vacations’ acquisitive period, the employer must pay the vacation period in double. Upon an employee’s request, vacation periods can be divided into a maximum of three periods, of which one period must not be shorter than 14 days and none can be shorter than 5 days. Employees may also waive 10 vacation days in exchange for the payment of the corresponding amount. Legal Aspects of Doing Business in Brazil 229 \n Minimum Wage Employees in Brazil are entitled to a mandatory federal minimum monthly wage, which is annually adjusted by the Brazilian government (BRL 1,412.00 – as of January 01, 2024). Some Brazilian states also set a regional minimum wage, which must be complied with by a company carrying out its activities in that state. In addition, collective bargaining agreements can also set a minimum salary, which must be granted if higher than the Federal/State minimum wages. \n 13th Salary Employees in Brazil are entitled to an annual bonus, called the 13th salary (“13º salário”), usually paid at the end of the year, on the basis of one-twelfth of their December earnings for each month worked that year. The employer must pay 50% of the 13th salary in advance between February and November of the same year to which the 13th salary corresponds, at the employer's discretion, unless the employee requests the advancement of such amount together with his/her vacations. \n Profit/Results Sharing Employees in Brazil are entitled to participate in a profits/results sharing plan of the company, implemented by a specific program negotiated between employers, employees, and workers' union, pursuant to Federal Law 10,101/2000. \n Overtime Pay Employees in Brazil are entitled to overtime pay with an additional allowance of at least 50% of the hourly rate. The legal eight-hour working day may be extended by up to two hours per day, as overtime. For work performed on Sundays and holidays, in addition to the payment of the overtime work rendered with the applicable additional premium, the employee will be entitled to a compensatory day off within the same week. If not granted, the employee is entitled to receive a payment equivalent to one additional (full) day of work for the compensatory day off not granted, without losing the payment of potential overtime work rendered within that week. Some categories of employees are exempt from receiving overtime upon the accomplishment of legal requirements. \n Maternity Leave Employees in Brazil are entitled to paid maternity leave of 120 days (the amount paid by the employer is offset by social security contributions). Law 11,770/2008 establishes that employers can extend maternity leave for an additional 60-day period, provided that the employer pays the employee’s salaries during this additional period and the employee has joined a program of the federal government called “Empresa Cidadã” (“Citizen Company”). Employers granting this benefit to their employees are entitled to a tax benefit. In 2022, Law 14,457/2022 allowed the extension of the leave to be shared between both parents, an alternative that is still pending regulation. Additionally, as an alternative to the extended maternity leave, Law 14,457/2022 allowed employees to opt for a 120-day reduction of 50% in their working schedule, without salary reduction. \n Paternity Leave Employees in Brazil are entitled to five (5) days of paternity leave; Law 13,257/2016 establishes that employers can extend paternity leave for an additional 15-day period (totaling 20 days), provided that the employer pays the employee’s salaries during this additional period and the employee has joined the same program “Empresa Cidadã” (“Citizen Company”) applicable for maternity leave. Employers granting this benefit to their employees are entitled to a tax benefit. \n Prior Notice Period In cases of dismissal without cause, the employer must grant the employee prior notice of dismissal of thirty (30) days in addition to three (3) days for each completed year of work for the company, limited to a total of ninety (90) days. Applicable collective agreements can have additional rules on prior notice. \n Remunerated Weekly Day Off Employees in Brazil are entitled to a 24-hour rest period for each week of work, preferably on Sundays. There are certain economic activities that are authorized by law to work on Sundays. Even if work is authorized on Sundays, it requires the respective compensatory rest to be granted within the same week, to avoid double payment for that day (Precedent 146 of the Superior Labor Court). Therefore, employees cannot work for more than six consecutive days without enjoying a weekly day off. \n \n Other Contributions or Charges Companies are also subject to the following social contributions or charges: \n \n Social Security (“Instituto Nacional de Seguridade Social” - “INSS”) Generally, companies must pay from 20% to 31.8% of the payroll to the Brazilian Social Security Administration (“INSS”) – other companies, depending on the activity carried out, pay their social security contributions on gross income at rates that vary between 1% and 4.5%. Additionally, employees have 7.5% to 14% (as of January 01, 2021) of their monthly earnings deducted from salaries and withheld by the company for the INSS, subject to the limits provided for by law. Payment of certain labor-intensive services (e.g., outsourcing, construction) is subject to an 11% withholding tax assessed on the total amount invoiced. The amount withheld may be offset against the social security tax to be paid by the service provider. \n Guarantee Fund for Length of Service (“Fundo de Garantia do Tempo de Serviço” – “FGTS”) Every month, an amount equivalent to 8% of the employee’s monthly earnings must be deposited by the employer into the employee’s Guarantee Fund for Length of Service (a type of unemployment savings fund), in a blocked account registered at the “Caixa Econômica Federal” (a Federal Savings Bank in Brazil). If an employee is dismissed without cause, such employee is entitled to withdraw the deposits made into the FGTS account during his/her employment with the company. The employer will also have to pay a fine of 40% of the total amount deposited into the employee's account in the case of termination without cause on the employer's initiative. The employee also has access to the Fund upon retirement, or on specific occasions, as provided by law. Mandatory severance pay for termination of employment contracts in Brazil varies according to the type of termination, as follows: \n Termination without cause, on employer’s initiative \n \n Prior notice (30 days plus 3 days for each completed year of service in the same company, up to a maximum of 90 days of prior notice period); \n Balance of wages from the termination month; \n Unused earned vacations plus an additional one-third payment; \n Pro-rated vacation plus an additional one-third payment; \n 13th salary (or pro-rated 13th salary, depending on the termination date); \n FGTS deposits: deposit in the employee’s blocked account (equal to 8% of the employee’s pay) in the termination month, based on the balance of wages, as well as prior notice and 13th salary; \n Forty percent (40%) FGTS fine based on the amount deposited in the employee’s FGTS account; \n Any other labor right related to termination provided for under the current Collective-Bargaining Agreement; \n Any other compensation or benefit contractually agreed with the employee. The payments above must be made within 10 days of the employee’s last day of work. \n \n \n Termination with cause, on employer’s initiative \n \n Balance of wages in the termination month; \n Earned vacation plus an additional one-third payment; \n FGTS deposits: deposit in the employee’s account (equal to 8% of the employee’s pay) in the termination month. Permitted circumstances for dismissal with cause are set out in Article 482 of the Brazilian Labor Code. Such circumstances entitle the employer to terminate the employee’s employment immediately, without notice and without making payment in lieu of notice. \n \n \n Termination as a result of an employee’s resignation \n \n Balance of wages in the termination month; \n 13th salary (or pro-rated 13th salary, depending on termination date); \n Earned vacation plus an additional one-third payment; \n Pro-rated vacation plus an additional one-third payment; \n FGTS deposits: deposit in the employee’s account (equal to 8% of the employee’s pay) in the termination month, as well as on the 13th salary. \n \n \n Resignation based on constructive dismissal (“indirect termination”) due to serious fault committed by the employer If an employee feels that his or her employer has committed a fundamental breach of the employment contract, he or she can request indirect termination of his or her employment contract citing the employer’s fault. In this situation, the employee must seek an order from the labor courts, recognizing indirect termination and ordering payment of all sums due on termination of the employment contract, along with any other outstanding payments that can potentially have been the cause of the indirect termination, such as previously unpaid wages. If the employee wins the case, the same amounts due on dismissal without cause must be paid. \n Termination by Mutual Agreement Law No. 13,467/2017 set a new termination alternative, by mutual agreement, entitling the employee to the following severance:\n \n Half of the prior notice that would be due on a termination without cause on the employer’s initiative; \n Balance of wages from the termination month; \n Unused earned vacations plus an additional one-third payment; \n Pro-rated vacation plus an additional one-third payment; \n 13th salary (or pro-rated 13th salary, depending on the termination date); \n FGTS deposits: deposit in the employee’s blocked account (equal to 8% of the employee’s pay) in the termination month, based on the balance of wages, as well as prior notice and 13th salary; \n Half of the FGTS fine is based on the amount deposited in the employee’s FGTS account that would be due on a termination without cause by the employer’s initiative; \n Any other labor right related to termination provided for under the current Collective-Bargaining Agreement; \n Any other compensation or benefit contractually agreed with the employee. \n \n \n Mass Termination As of November 2017, Law No. 13,467/2017 stated that collective dismissals must be treated equivalently to individual dismissals and that no previous authorization of the labor union is necessary for such proceedings to be carried out. However, according to recurrent decisions issued by the Brazilian labor courts, it is mandatory to negotiate with the unions before mass redundancies are effectively carried out, under the pain of having the terminations annulled and the company compelled to negotiate with the union. For this purpose, the courts understand mass termination as the simultaneous termination of a collectivity of employees, resulting in a considerable reduction, in percentage terms, in the total number of a company's employees or in the total number of employees of a certain establishment. However, there is no definition of the minimum number of terminated employees that is considered mass termination. Such understanding was validated in 2022 by the Brazilian Federal Supreme Court, which agreed that collective dismissals require prior involvement of the labor union – however, the dismissals do not require consent from the union nor the effective execution of a collective agreement. As a result, the definition of a mass termination and the effective involvement of the labor union in such matters remain uncertain. \n "]
["Foreign Exchange and International Investment Regime"," General Rules Foreign investment has been welcomed in Brazil for a long time and is an important source of capital for the development of the Brazilian economy. On December 29, 2021, the Federal Government enacted the new Brazilian foreign exchange legislation (Law 14,286), which entered into force on December 31, 2022. \n The new Law, originated from Bill No. 5,387/2019, (i) consolidates more than 40 regulations that provided for aspects relating to the foreign exchange market (“fx market”); (ii) amends the Brazilian legislation, in alignment with operational needs arising from global production chains, which facilitates foreign trade and the flow of investment resources; and (iii) favors foreign investments in Brazil, as well as Brazilian investments abroad, proportionally to the value of the business and the risks involved. \n On November 25, 2022, the National Monetary Council (“CMN”) enacted Resolution No. 5,042 (“CMN Resolution 5,042”), according to which the CMN established the general principles that must be observed within the scope of foreign exchange transactions, as well as the outflow and inflow of funds from and into Brazil. CMN Resolution 5,042 came into force on December 31, 2022. According to this rule, the general principles that regulate the foreign exchange market in Brazil are: \n \n competition to render services to the people involved in foreign exchange transactions; \n fulfillment of people’s needs, particularly freedom of choice, privacy, transparency, and access to clear and complete information regarding the conditions involved in foreign exchange transactions; \n efficiency of foreign exchange transactions; \n fostering innovation, taking into consideration the legality of the transactions and the diversity of business models; \n cost reduction of foreign exchange transactions; \n financial inclusion; \n reliability and quality of products and services offered in the foreign exchange market; and \n integrity, good standing, security and secrecy of foreign exchange transactions or funds transfers. \n \n On December 31, 2022, in order to comply with the new Brazilian foreign exchange legislation, the Central Bank of Brazil (“BC”) enacted new rules that further regulate the foreign exchange market and foreign investments in Brazil, in line with the provisions of Law No. 14,286, as follows: \n \n Resolution No. 277 (BC Resolution 277), which regulates the foreign exchange market and the inflow and outflow of amounts in Brazilian reais and in foreign currencies in Brazil; \n Resolution No. 278 (BC Resolution 278), which regulates foreign capital in Brazil and the reporting of information to BC; \n Resolution No. 279 (BC Resolution 279), which provides for Brazilian capital abroad; 172 \n Resolution No. 280 (BC Resolution 280), which establishes the definition of residents and non-residents for the purposes of the New Legal Framework for the Brazilian Exchange Market; and \n Resolution No. 281 (BC Resolution 281), which establishes transitional provisions that must be in compliance with BC Resolution 278. \n \n The new resolutions seek to modernize, simplify, and ensure greater legal certainty to the provisions of Law No. 14,286 regarding the Brazilian exchange market, as well as to minimize red-tape procedures and increase transparency within the Brazilian exchange market. In addition, the resolutions aim to adjust Brazil’s operations according to international standards, thus establishing an advantageous business environment and fostering international investment in Brazil. The stability of Brazilian foreign investment legislation is a clear indication of the country’s desire and firm commitment to attracting and welcoming overseas investors. \n Foreign investment is not subject to government approvals or authorizations, and there are no requirements regarding minimum investment or local participation in capital (except in very limited cases such as in financial institutions, insurance companies, and other entities subject to the regulating authority of BC). Foreign participation, however, is limited or forbidden in the few areas of activities, further explained in this chapter. \n With respect to foreign exchange control, BC is responsible for: \n \n managing the daily control over foreign capital outflows and inflows from and into Brazil (risk capital and loans under any form); \n establishing administrative rules and regulations for registering investments; and \n monitoring foreign currency remittances. \n \n Foreign investments in the form of currency must be officially carried out through financial institutions duly authorized to operate in the fx market. Foreign currency must be converted into Brazilian currency and vice-versa through the execution of a foreign exchange contract with a financial institution authorized to operate in the fx market. Foreign investments can also be carried out through the contribution of assets and equipment intended for the local production of goods or services. \n Foreign Exchange Market There used to be two official exchange-rate markets in Brazil (the commercial and floating-rate markets), both of which were regulated and monitored by BC. The choice between one market or the other was mandatory and depended on the nature of the remittance of funds. \n In March 2005, BC unified both markets, extinguishing the differences between them and subsequently enacting more flexible exchange rules. Consequently, remittances of funds in and out of Brazil must now flow through one single exchange market, regardless of the nature of payments. \n Foreign Investment Registration Foreign direct investments carried out in the form of currency or assets in an amount exceeding USD 100,000.00, or an equivalent amount in other currencies, must be registered with BC. Such registration grants foreign investors the right to receive dividends and interest, and also to repatriate investments. Since December 31, 2022, foreign direct investments in amounts of up to USD 100,000.00 are no longer subject to registration in the BC system. \n Since August 2000, foreign investments in the form of capital have had to be registered through the Electronic System of Registration of BC’s online data system. Meanwhile, foreign loans also became subject to registration in BC’s Electronic System of Registration as of February 2001. \n The amount registered with BC as foreign investment includes the sum of: \n \n the original investment (whether in cash or in kind); \n subsequent additional investments (including the capitalization of credits); and \n potential reinvestment of profits. \n \n The aggregate amount is the basis for the repatriation of capital and the calculation of any taxes levied on capital gains, as explained below. \n Remittance of Profits Since January 1996, profits paid by a Brazilian company to a foreign investor are not subject to withholding taxes. In order to be remitted, the foreign currency must be purchased directly from any financial institution authorized to operate in the fx market, upon the submission of a corporate act declaring dividends and relevant financial statements. Until January 30, 2017, in order to enable the outflow of funds, the distribution of profits also had to be registered in BC’s Electronic System of Registration, in the form of Foreign Direct Investment (Investimento Estrangeiro Direto). As of January 30, 2017, such registration is no longer necessary. No further approval or consent from BC is necessary, and there is no limitation concerning the amounts to be remitted, provided that the original investment has been registered with BC, as described above. \n Payments of profits directly abroad are also permitted in compliance with Brazilian regulations. If the Brazilian subsidiary holds an overseas bank account with sufficient balance to pay the corresponding profits, such funds can be used to pay the foreign investor directly abroad. In such case, registration of the distribution of profits will have to be carried out manually in BC’s electronic system. \n Repatriation of Capital Foreign capital invested in Brazil can be repatriated at any time, and there is no minimum period of investment. Repatriation of the investment can be exempt from all taxes, provided that such investment does not exceed the amount established in the Foreign Direct Investment category of BC’s Foreign Capital Reporting System (SCE – IED). Generally, any surplus above the registered amount will be treated as capital gain and subject to withholding tax. \n Other Forms of Funding Brazilian Subsidiaries Brazil’s foreign debt challenges, combined with other circumstances, have forced the market to find alternative forms of funding Brazilian companies through the issuance of notes/bonds and commercial papers placed outside Brazil under private and public placements. In recent years, BC has authorized the foreign trade of a large volume of bonds, fixed-rate notes, floating-rate notes, commercial papers, and fixed- or floating-rate certificates of deposit. In contrast, foreign loans contracted before March 18, 2022, and with an average maturity term of up to 180 days, are subject to a 6% tax on financial transactions (“IOF”). On the other hand, Decree 10,997, of March 15, 2022, established that foreign loans contracted as of March 18, 2022, are subject to a 0% IOF tax, regardless of their average maturity term. Interest paid to foreign investors is subject to withholding tax. Finally, an additional source of funding has been the issuance of American Depositary Receipts (ADRs) and International Depositary Receipts (IDRs). \n Restrictions on Foreign Ownership of Companies Foreign capital can generally be invested freely in Brazil, and benefits from the same treatment can be granted to Brazilian capital, with a few exceptions, as provided for in our Investment Policies section. "]
["Establishing a Business: Specific Matters"]
["Customs","Not applicable.\n"]
["Migration","Not applicable.\n"]
["Environmental",{"$cut":{"chars":32767,"head":" Overview of Environmental Law Historically, environmental regulations were created and have been updated to address different impacts arising from economic activities in the country, such as: \n \n National Policy Law for the Environment (Federal Law No. 6,938/81) \n Mineral resources (Mining Code – Federal Decree-Law No. 227/1967); \n Fishing (Federal Decree-Law No. 221/1967); \n Activities involving wild fauna in general (Hunting Code – Federal Law No. 5,197/1967); \n Water use (Water Code – Federal Decree No. 24,643/1934, and the National Policy for the Use of Water Resources - Law 9,433/1997); Water quality, wastewater and stormwater standards (CONAMA Resolutions No. 357/2005 and 430/2011, Brazilian National Waters Agency (ANA) Resolution No. 188/2024); Dam safety (Law No. 12,334/2010 – updated by Federal Law No. 14,066/2020 and Federal Decree No. 11,310/2022, among other regulations) Use and protection of Atlantic (tropical) Forest Biome (Federal Law No. 11,428/2006); Administrative and criminal infractions (Federal Law No. 9,605/1998 and Federal Decree No. 6,514/2008, updated by Federal Decree No. 11,373/2023); Public Civil Actions (Federal Law No. 7,347/1985); Air emissions and (Federal Law No. 14,850/2024; CONAMA Resolution No. 382/2006 and No. 436/2011, CONAMA Resolution No. 15/1995 and 491/2018 and several others); \n Management of soil and contaminated areas (CONAMA Resolution No. 420/2009). \n Waste management (National Policy on Solid Waste Management – Federal Law No. 12,305/2010; Federal Decree No. 10,936/2022 and Federal Decree No. 11.413/2023); \n Environmental licensing for potentially pollutant activities (Supplementary Law No. 140/2011 and Federal Decree No. 8,437/2015); \n Forests and use of native vegetation (Brazilian Forestry Code – Federal Law No. 12,651/2012; Federal Decree No. 7,830/2012; Ministry of Environment Normative Instruction No. 02/2014; IBAMA’s Normative Instructions No. 21/2014, 17/2021, 8/2022 and 16/2022; Law No. 9,985/2000); \n Access to biodiversity (Federal Law No. 13,123/2015, and Federal Decree No. 8,772/2016); \n Use of polychlorinated biphenyls and asbestos (Federal Laws No. 14,250/2021 and No. 9,055/1995, among others); \n Climate change (National Climate Change Policy – Federal Law No. 12,187/2009 -; Federal Law No. 12,114/2009; Decree 9,578/2018; ); and \n Payment for environmental services (Federal Law No. 14,119/2021 and 14,590/2023). \n \n The increase of environmental concerns worldwide and the enactment of numerous international agreements resulted in a growing consciousness in Brazil, leading to the adoption of a National Policy Law for the Environment in 1981 (Federal Law No. 6,938/81), which was crowned with the approval of the Brazilian Constitution of 1988 containing an entire chapter addressing environmental issues. One could say that environmental protection as it is reflected in the legislation countrywide was ultimately consummated with the enactment of the National Environmental Criminal and Administrative Law in 1998 (Federal Law No. 9,605/98), which was regulated by Federal Decree No. 3,179/1999, revoked in 2008 by Federal Decree No. 6,514/2008 (updated by Federal Decree No. 11,373/2023). \n In 1985, another important law was enacted: Federal Law No. 7,347/1985, which created Public Civil Actions. Similarly to American class actions, Brazilian law, in general, allows the public prosecutors to file lawsuits aimed at protecting the environment, and it bestows standing to non-governmental agencies to bring suits under its terms. \n At present, regulations regarding environmental protection in the country abound. They range from the creation of conservation units to the possibility of generating carbon credits as part of forest concession activities, and tax benefits relating to environmental aspects, among others. Additionally, the states and sometimes the municipalities (when there is a local and specific interest) across the country can implement their own regulations regarding environmental protection and the use of natural resources at state and local levels. \n Main requ"}}]
["Real Estate",{"$cut":{"chars":32767,"head":" Real estate regulation in Brazil is heavily rooted in the registry system introduced by Federal Law 6,015/1973. The most common matters are primarily governed by the Brazilian Civil Code and by Federal Laws No. 6,015/1973 (“Public Records Law”); 14,382/2022 (“Electronic System of Public Records Law”); 9,514/1997 (“Fiduciary Lien Law”); 14,711/2023 (“Legal Framework for Guarantees Law”); 13,465/2017 (“Land Regularization Law”); 8,245/1991 (“Urban Lease Law”); 4,591/64 and 6,766/79 (both the “Real Estate Development”); 5,709/1971 and Decree No. 74,965/1974 (both the “Rural Real Estate Legislation”); as well as Federal Decree No. 59,566/1966 (“Rural Leases and Partnership Law”) and Federal Law No. 4,504/1964 (“Rural Land Act”), as amended. A great deal of different and innovative laws and administrative rules relating to real estate transactions, rural and urban properties, that were enacted over the last years, brought a new trend in real estate transactions, with new forms of financing and the tools for a virtual environment at all steps of the transactions, including processes before the governmental agencies involved, Notary Officers and Real Estate Registry Officers and all others public records. Brazil has state regulations on notarial and conveyancing matters and municipal ordinances on land use and occupancy regulations, as well as urban property taxation. \n Rights over real estate have two primary stems, namely: \n \n possession: a fact consisting of the occupation of a real estate by an individual or legal entity out of which certain rights and obligations derive; (e.g., from a mere detention to a in rem possession right or a possession that represents ownership itself); and \n ownership: a right of proprietorship over real estate, mandatorily constituted by title duly registered before the competent Real Estate Registry Office. \n \n Real Estate Registry Offices are, in summary, responsible for keeping records of all title transfers, liens, encumbrances, physical changes and possession aspects of real estates. In some cases, the Real Estate Registry Office is responsible for keeping records of pledges and estate regimes in marriage and marital stable union. \n In summary, a notary public is responsible for drafting agreements that are required by law to be entered into by a public instrument, notarizing signatures, attesting as to the authenticity of copies of documents, certifying facts and information, including from the web, among others. Recently enacted federal and state laws permit lawyers to attest to the authenticity of certain documents in specific cases, for specific purposes. \n The types of in rem rights over real estate in Brazil are: (i) ownership; (ii) surface; (iii)easement/ right-of-way; (iv) usufruct; (v) use; (vi) habitation; (vii) committed buyers’ right to acquisition; (viii) assignment of in rem right of use; (ix) assignment of special use for housing purposes; and (x) right of floor slab (“Direito de Laje”, which roughly translates to the right of the floor slab, and allows for the obtaining of a distinct title for construction on top of or under another building, despite sitting on the same land); and (xi) the rights arising from the provisional imposition of possession, when granted to the Federal Government, the states, the Federal District, the municipalities or their delegated entities and the respective assignment and promise of assignment. Certain rights to guarantee are also in rem rights: such as pledge, mortgage, fiduciary lien and antichresis. \n The classification of a property depends on its use. Therefore, the location of the property is not a decisive factor (i.e., property located in an urban area with municipal zoning regulations will be considered rural property if used for rural purposes). There are two main types of property: (i) rural property; and (ii) urban property. \n Urban properties are primarily classified as residential, commercial, and industrial. The ownership of urban property may be classified as fractional ownership, joint ownership in a condominium building or co-"}}]
["Intellectual Property",{"$cut":{"chars":32500,"head":" Intellectual property in Brazil denotes not only industrial property rights but also other rights related to creations of the mind, such as copyright and software. \n Following the definition of “industrial property” introduced by the Paris Convention, industrial property rights in Brazil cover products and service trademarks, certification trademarks , collective trademarks and position trademarks , patents of invention and utility model patents, industrial designs, geographical indication and protection against unfair competition. It also encompasses technology transfer, franchising, technical and scientific services. \n Industrial property is mainly regulated by the Brazilian Industrial Property Law (Law 9,279 of 1996 – “LPI”), the Paris Convention, and its Stockholm Revision, several norms issued by the Brazilian Patent and Trademark Office (“BPTO”), and the Central Bank of Brazil. Industrial Property Law 9,279 of 1996, which entered into force on May 15, 1997, consolidated the various rules governing the subject and introduced changes to the current protection of industrial property rights in Brazil. \n The BPTO is the federal agency in charge of regulating and granting patent rights, registering trademarks, industrial designs, and geographical indications, as well as of approving licensing agreements and any other agreements involving industrial property rights, technology transfer and technical and scientific services as mentioned above. \n In 2023, the BPTO issued Ordinances 26 and 27 establishing new rules and formalizing certain requirements in relation to the recordal or registration of technology transfer and franchise agreements, as well as the annotation of licenses and assignments of industrial property rights. Ordinance No. 26/2023 expressly repealed the BPTO’s Normative Instructions No. 16/2013, No. 39/2015 and No. 70/2017; and Ordinance No. 27/2023 expressly repealed BPTO’s Resolution No. 199/2017. \n The key updates introduced by the ordinances are: \n \n Possibility of registering licensing agreements for the licensing of non-patented technologies (know-how); \n Payment of royalties over trademark application licenses; \n Dismissal of the requirement to (i) include parties’ initials on all pages of the agreement and its exhibits; (ii) appoint two witnesses’ signatures; (iii) present the corporate documents of assignee, franchisee or licensee; (iv) submission of the registration form (“ficha cadastro”) at the BPTO’s website; and (v) provide the notarization and apostille/consularization of documents signed abroad digitally; and \n Acceptance of digital signatures without an ICP-Brasil certification. \n \n The ordinances published by the BPTO mark a significant improvement in the procedures for registering agreements. The ordinances simplify and streamline the requirements and formalities for such agreements. Furthermore, the ordinances are in line with the BPTO's efforts to modernize and enhance its services, and to foster the development and innovation of the Brazilian intellectual property system. The changes above are limited to the agreements registered with the BPTO’s General Coordination of \n Technology Contracts \n Trademarks As previously stated, Brazil is a signatory of the Paris Convention, and therefore, trademarks that have been registered with the appropriate governmental agencies of other signatory countries have priority in the granting of local registration and protection. However, if a foreign holder applies for registration of a trademark in Brazil without a priority claim, as established in the Paris Convention (within six months of the foreign application), then priority protection from the Paris Convention for the interim period of time before application in Brazil will not be granted. \n In order to be registered, the trademark must be new, lawful, and cannot be identical or confusingly similar to previous applications or registrations, nor may it be an expression of common use or a generic expression. \n According to the LPI, visually perceptible and distinctive signs that are not included in "}}]
["Consumer","Not applicable.\n"]
["Compliance",{"$cut":{"chars":24222,"head":" Compliance in the Spotlight In order to correspond to requirements set forth by the international treaties against corruption, Brazil enacted Law No. 12,846/2013 (commonly named the “ Brazilian Clean Company Act ” or “ BCCA ”) on August 1, 2013. Such law provides for the civil and administrative liability of legal entities due to harmful acts against the Government, practiced in their interest or for their benefit. In addition, Federal Decree No. 11,129/2022 , enacted on July 11, 2022, regulates the Brazilian Clean Company Act and establishes the guidelines for evaluating an Integrity Program, under Brazilian authorities. \n In this new legal landscape, it is essential that both national and foreign companies review their operational and administrative routines in view of the new rules, adopt and enhance their Codes of Ethics and Conduct, and implement practices in line with the legal standards for relationship with the Government through Compliance Policies. \n The main legislation directly addressing corporate risk and compliance management in Brazil are: \n \n Law No. 12,846/2013 - Brazilian Clean Company Act \n Federal Decree No. 11,129/2022 – Regulation of Brazilian Clean Company Act \n Law Decree No. 2.848/1940 - Criminal Code \n Law Decree No 3,689/1941 – Criminal Procedure Code \n Law No. 12.850/2013 – Criminal Organizations \n Law No. 12,529/2011 – Competition Law \n Law No. 9,613/1998 – Anti-Money Laundering Law \n Law No. 8,666/1993 – Public Bidding Law \n Law No. 14,133/2021 – New Public Bidding Law \n Law No. 8,429/1992 – Administrative Misconduct Law \n Law No. 13,869/2019 – Abuse of Authority Law \n Law No. 7,492/1986 – White Collar Law \n Law no. 13,964/2019 – Anticrime Law \n Law No. 13,608/2018 – Reporting Channels Law \n Law No. 7,347/1985 – Public Civil Action Law \n Law No. 13,303/2016 – State-owned Company’s Law \n Law No. 14,478/2022 – Crypto-assets Law \n Normative Ordinance No. 19/2022 – Summary Judgment of Administrative Liability Proceedings (PAR) amended by Normative Ordinance No. 54/2023 \n Ordinance No. 909/2015 – Evaluation of Integrity Programs \n Ordinance No. 910/2015 – Administrative Responsibility and Leniency Agreements \n Interministerial Normative Ordinance No. 36/2022 – Leniency Agreements \n Law No. 12,813/2013 – Conflict of Interest Law 104 \n Central Bank Circular 3,978/2020 – Policy and Procedures related to AML/CFT \n Resolution CVM No. 50/2021 – Policy and Procedures related to AML/CFT \n Resolutions of the Public Ethics Committee (2000) \n Resolution No. 20 of the Federal Senate (1993) \n \n The Brazilian Clean Company Act has become the main statute in the fight against corruption, notwithstanding its recurrent joint application with the other legislations referred to above, on a case-by-case basis. It applies to any corporation, foundation, association or foreign company that has its registered office, branch or representation in Brazil and which practices wrongful acts against the government. Both foreign governments and public international organizations are encompassed by the term “government”. The Law provides for administrative and civil strict liability of legal entities, but it does not exclude the criminal and civil individual liability of its directors or officers or of any natural person who is a perpetrator, co-perpetrator or participant of the harmful act. Directors and officers shall only be held accountable in connection with a harmful act to the extent of their culpability under the Brazilian Criminal Code , New Public Bidding Law and others. \n Parent companies, subsidiaries, affiliates, or co-members of a consortium, within the scope of the contract, may be deemed joint and severally liable for the corrupt practices established in the law, with such liability being limited to the payment of penalty fines and full compensation of the damages caused. In the event of a merger or amalgamation, the responsibility of the successor is restricted to payment of a fine to the extent of the assets transferred. \n Illegal Practices Under the Brazilian Clean Company Act , the following acts are prohi"}}]
["Personal Data"," General principles and provisions on privacy and data protection are provided for in the Brazilian Federal Constitution, the Brazilian Civil Code (Law No. 10,406/2002), as well as in other laws and regulations that address specific types of relationships or activities, such as the Consumer Protection Code (Law No. 8,078/1990) , labor laws and rules that govern financial institutions and other entities authorized to operate by the Central Bank of Brazil. Furthermore, the Brazilian Civil Framework of the Internet (Law No. 12,965/14) and Decree No. 8,771/2016 , establish principles and guarantees for Internet users, including protection of their personal data in the digital environment, in addition to rights and duties of Internet connection and application providers, including their liability. \n The Brazilian General Data Protection Law (Law No. 13,709/2018, “ LGPD ”) aims to protect the fundamental rights of freedom and privacy of data subjects (individuals), as well as the free development of their personalities. \n The LGPD came into force on September 18, 2020, while the enforceability of its administrative sanctions became effective in August 2021. Since the Law’ s entry into force, companies must adopt effective measures capable of proving compliance with the rules of privacy and data protection, including the efficacy of such measures. \n The Brazilian National Data Protection Authority (“ ANPD ”) was created in 2018 and has been carrying out its functions since August 2020. The ANPD has defined two regulatory agendas: one that refers to the 2021-2022 biennium, and another that refers to the 2023-2024 biennium. These regulatory agendas are aimed at regulating and introducing guidelines regarding different key matters within the scope of the LGPD . \n So far, the ANPD has published a regulation concerning the process of inspection and sanctions of the ANPD , the dosimetry regulation for the application of administrative sanctions, a regulation addressing security incident reporting, as well as a resolution on the application of the LGPD for small-scale data processing agents, such as startups, small businesses, private law legal entities, including non-profit organizations. \n Lastly, the ANPD has published several guidelines that provide for matters such as the processing of personal data for academic and research purposes, the use of cookies and data protection, the processing of personal data by the government, and the use of legitimate interest as a legal basis, among others. \n The LGPD: Applicability and Definitions The LGPD is highly inspired by the GDPR – General Data Protection Regulation (the European Data Protection Regulation ). However, Brazilian legislation takes on certain particularities. \n According to the LGPD , “personal data” is defined as any information regarding an identified or identifiable natural person, while “processing” stands for any operation carried out with personal data, such as collection, production, receipt, classification, use, access, reproduction, transmission, distribution, processing, filing, storage, deletion, evaluation or control of the information, modification, communication, transfer, dissemination, or extraction. \n In contrast, “sensitive personal data” is defined as personal data concerning racial or ethnic origin, religious belief, political opinion, trade union or religious, philosophical, or political organization membership, data concerning health or sex life, genetic or biometric data, when related to a natural person. \n The LGPD applies to any processing operation carried out by a natural person or a legal entity of either public or private law, irrespective of the means, the country where its headquarters are located or the country where the data are located, provided that: \n \n processing is carried out in Brazil; \n processing has the purpose of offering goods or services or the processing to data subjects located in Brazil; or \n the personal data of data subjects were collected in Brazil (including foreign individuals). \n \n Legal Basis Under the LGPD , personal data must only be processed under one of the following legal bases: \n With the consent of the data subject; \n \n For compliance with a legal or regulatory obligation by the controller; \n By the government, for the processing and shared use of data necessary for the execution of public policies provided in laws or regulations, or based on contracts, agreements or similar instruments; \n Within the scope of studies carried out by research entities, ensuring, whenever possible, the anonymization of personal data; \n When necessary for the execution of a contract or preliminary procedures related to a contract to which the data subject is a party, at the request of the data subject; \n When necessary for the regular exercise of rights in judicial, administrative or arbitration procedures; \n When necessary to protect the life or physical safety of the data subject or a third party; \n When necessary to protect the health, exclusively, in a procedure carried out by health professionals, health services or sanitary authorities; \n When necessary to fulfill the legitimate interests of the controller or a third party, except when the data subject’s fundamental rights and liberties which require personal data protection prevail; or \n When necessary to protect credit, including as provided for in specific legislation. \n \n The processing of sensitive personal data must only occur under a different set of legal bases, as follows: \n \n When there is specific and distinct consent granted by the data subject or their legal representative for specific purposes; or \n Without consent from the data subject, but exclusively in cases when the processing is indispensable for:\n \n The controller’s compliance with a legal or regulatory obligation; \n Shared processing of data when necessary to the public administration for the enforcement of public policies provided in laws or regulations; \n Studies carried out by a research entity, ensuring, whenever possible, the anonymization of sensitive personal data; \n The regular exercise of rights, including in a contract and in a judicial, administrative and arbitration procedure; \n Protecting the life or physical safety of the data subject or a third party; \n Protecting health, exclusively, in a procedure carried out by health professionals, health services or sanitary authorities; \n Ensuring the prevention of fraud and the safety of the data subject, in processes of identification and authentication of registration in electronic systems. \n \n \n \n Data Subjects’ Rights Any individual to whom the personal data are the object of processing (“Data Subject”) has the right to request from the data controllers: \n \n Right to confirmation ( Art. 18, I, LGPD ) - Right to request confirmation of the existence or otherwise of personal data processing activities. \n Right to access ( Art. 18, II, LGPD ) - Right to request access to the personal data being processed. The data subject is entitled to request a complete statement regarding ongoing personal data processing activities and additional information about these activities. Personal data must be stored in a format that favors the exercise of the right to access. \n Right to rectification ( Art. 18, III, LGPD ) - Right to request the correction, amendment, or update of personal data if they are incorrect or incomplete. \n Right to opposition ( Art. 18, §2, LGPD ) - Right to object to the processing of personal data in case of non-compliance with the LGPD . \n Right to portability ( Art. 18, V, LGPD ) - Right to request the portability of personal data to another service or product provider, upon express request. This means that a data subject can request a digital copy of their personal data and transfer it to a third-party service. However, portability is only allowed in regard to a data subjects’ own personal data and not to third parties’ data. \n Right to anonymization, blocking or deletion ( Art. 18, IV, LGPD ) - Right to request the removal, blocking or anonymization of stored personal Data that is no longer necessary or is excessive for the purposes for which it was initially collected. \n Right to petition ( Art. 18, §1, LGPD ) - The data subject has the right to petition in relation to their personal data against the controller before the ANPD . \n Right to request the review of solely automated decisions ( Art. 20, LGPD ) - Right not to be subject to decisions made solely by automated means that affect the interests of the data subjects, including decisions aimed at defining personal, professional, consumer and credit profiles or aspects of personality. In such cases, the data subject has the right to request that these decisions be reviewed. \n Right to withdraw consent ( Art. 18, IX, LGPD ) - The data subject has the right to request withdrawal of previous consent at any time through a free and facilitated procedure. \n Right to information on the possibility of denying consent ( Art. 18, VIII, LGPD ) - Consent must be requested and granted in a clear, transparent, and completely free manner. Therefore, the data subject has the right to be informed that they have the right to deny consent and of what the potential consequences are. \n Right to information on shared use of data ( Art. 18, VII, LGPD ) - The data subject has the right to request information about public and private entities with which the controller has made shared use of personal data, i.e., all communication, dissemination, international transfer, or shared processing of personal data. \n \n Data Protection Officer (“DPO”) The DPO plays a crucial role in ensuring compliance with the LGPD . However, to date, the ANPD has not established supplementary regulations to provide for this role and its requirements. Furthermore, the LGPD indicates the activities of the DPO in Art 41, paragraph 2: \n \n Receiving complaints and inquiries from data subjects, providing explanations and adopting necessary measures; \n Receiving inquiries from the ANPD and adopting necessary measures; \n Advising the entity’s employees and contractors regarding necessary practices in regard to personal data protection; and \n Carrying out duties determined by the controller or set forth in supplementary regulations. \n \n Failure to comply with the LGPD and fulfill the responsibilities of the DPO can result in significant fines and penalties for the organization. \n International Transfer of Personal Data In order for a company to legally carry out the processing of personal data internationally, such process must occur under one of the following legal basis: \n \n Directed to countries or international organizations that provide a level of personal data protection that is adequate to the provisions established by the LGPD ; \n When the controller offers and proves guarantees of compliance with the principles and the rights of the data subject and the system of data protection provided in the LGPD , in the form of: \n Specific contractual clauses for a given transfer; \n Standard contractual clauses; \n Binding corporate rules; \n Regularly issued stamps, certificates and codes of conduct; \n When the transfer is necessary for international legal cooperation between public intelligence, investigative and prosecutorial agencies, in accordance with the instruments of international law; \n When the transfer is necessary to protect the life or physical safety of the data subject or of a third party; \n When the ANPD authorizes the transfer; \n When the transfer results in a commitment undertaken through international cooperation; \n When the transfer is necessary for the enforcement of a public policy or legal attribution of public service, which shall be publicized pursuant to item I of the lead sentence of Art. 23 of the LGPD ; \n When the data subject has given her/his specific and highlighted consent for the transfer, having been given prior information regarding the international nature of the operation, with this being clearly distinct from other purposes; \n For compliance with a legal or regulatory obligation of the controller; \n When necessary for the execution of a contract or preliminary procedures concerning a contract of which the data subject is a party, at the request of the data subject; \n For the regular exercise of rights in judicial, administrative or arbitration procedures. \n \n Administrative Sanctions The LGPD establishes the following administrative sanctions that can be applied by the ANPD : \n \n Warning, establishing a deadline for adoption of corrective measures; \n Simple fine of up to two percent of a private legal entity’s, group’s or conglomerate’s revenues in Brazil, for the previous fiscal year, excluding taxes, up to a maximum total of brl 50 million per infraction; \n Daily fine, subject to the maximum total of brl 50 million; \n Disclosure and publicization of the infraction once it has been duly ascertained and its occurrence has been verified; \n Blocking of the personal data to which the infraction refers until its regularization; \n Deletion of the personal data to which the infraction refers to; \n Partial suspension of the operation of the database concerning the infraction, for a maximum period of six months, extendable for the same period, until the normalization of the processing activity by the controller; \n Suspension of the personal data processing activity concerning the infraction, for a maximum period of six months, extendable for the same period; \n Partial or total prohibition of activities related to data processing. \n \n When calculating the amount of the fine addressed in item (ii) above, the ANPD can consider the total revenues of the company or group of companies: \n \n In the event that the ANPD does not have precise data regarding the specific amounts in revenues from the business activity within which the infraction occurred, defined by ANPD; or \n If the amount in question is submitted in an incomplete form or is not demonstrated unequivocally and reputably. \n \n Moreover, sanctions provided for in items (x), (xi) and (xii) must be applied: \n \n Only after at least one of the sanctions mentioned in items (ii), (iii), (iv), (v) and (vi) have already been applied, due to the same facts; and \n In the event that controllers are subject to other agencies and entities that hold sanctioning powers, after such entities and agencies are heard. \n \n It is important to highlight that these sanctions must only be applied after the carrying out of an administrative procedure that provides the opportunity for a full defense, in a gradual, single, or cumulative manner, in accordance with the particularities of each case and taking into consideration the following parameters and criteria: \n \n Severity and nature of the infractions and of the personal rights affected; \n Good faith of the offender; \n Advantage obtained or intended by the offender; \n Economic condition of the offender; \n Recidivism; \n Degree of damage; \n Cooperation of the offender; \n Repeated and verified adoption of internal mechanisms and procedures capable of minimizing the damage, to ensure secure and proper data processing; \n Adoption of good practices and a governance policy; \n Timely adoption of corrective measures; and \n Proportionality between the severity of the breach and the intensity of the sanction. \n \n Measures of Compliance Companies must adopt measures aimed at ensuring compliance with the LGPD , in order to avoid administrative sanctions before the ANPD , and other administrative entities, as well as prevent liability before the Judiciary through a comprehensive privacy and data protection program, which should include the mapping of personal data, implementing privacy policies, the revision process, drafting of contracts, appointing of a DPO , procedures to attend claims and requirements made by data subjects, adopting administrative and technical information security measures, among other measures. In the event of security incidents that may generate risk, or are relevant to the data subjects, data controllers must communicate the ANPD in three working days. This notice may be updated with additional information, if there is justification, within 20 working days from the date of the preliminary communication. "]
["Antitrust",{"$cut":{"chars":24750,"head":" The defense of competition in Brazil is structured by Law No. 12,529/2011 (“ Brazilian Competition Law ”), which is grounded on Article 170, item IV of the Brazilian Federal Constitution, establishing “free competition” as one of the guiding principles of Brazilian economic law. \n Brazilian Competition Law is enforced by the Brazilian Competition Defense System (“ SBDC ”), which is divided into the Administrative Council for Economic Defense (“CADE”), and the Secretariat for Economic Monitoring (“ SEAE ”) of the Ministry of Finance. \n This division encompasses the preventive, repressive and advocacy functions of the SBDC . In particular, CADE embodies the preventive and repressive roles by means of merger control and anticompetitive conduct prosecution, whereas SEAE concentrates on the expansion of the competition advocacy culture in Brazil. \n Merger Control CADE is an independent administrative agency in charge of merger control analysis in Brazil. CADE ’s internal structure comprises a tribunal composed of seven commissioners, which includes a president and a General Superintendence (the “ GS ”), composed of multiple units led by a chief superintendent. Mergers that are subject to mandatory filing before CADE are initially reviewed by the GS , which may submit a final clearance decision, provided that a transaction does not result in competition-related concerns. If the GS concludes that a given transaction should be either blocked or have its approval conditioned to the enforcement of remedies, it will draft an opinion with the applicable recommendation to CADE ’s Tribunal, which, in turn, will issue a final decision on the matter. \n Brazilian Competition Law has adopted a suspensory merger review regime under which the parties to a transaction must comply with a standstill obligation, prohibiting closing before a final clearance decision is issued by the GS and confirmed, when applicable, by CADE ’s Tribunal. It is prohibited, for instance, to interfere with one another’s strategic commercial matters and/or to exchange commercially sensitive information, unless strictly necessary for the proper execution of the transaction, and provided that certain safeguards are put in place. \n Parties that fail to comply with the standstill obligation may be subject to an investigation for gun-jumping, for which fines range from BRL 60,000.00 to BRL 60 million, in addition to the possible annulment of the acts performed by the parties before obtaining CADE ’s approval, as well as the opening of an investigation into potential anticompetitive conduct12. To date, the highest gun-jumping fine ever applied by CADE amounted to BRL 60 million13, in May 2022. \n The burden to file a transaction before CADE falls upon all the parties involved and the buyer usually leads the filing process with the cooperation of the seller. \n Provided that it is carried out prior to closing, there is no deadline for a merger filing. CADE ’s recent practice indicates that it is preferable that the parties file the transaction following the execution of a binding agreement, but the agency has already accepted filings based on more preliminary documents14. In any case, the payment of a filing fee in the amount of BRL 85,000.00 is mandatory. \n Criteria for Mandatory Submission The Brazilian Competition Law sets out that merger filings are mandatory if all elements of a three-prong test are present, defined as follows: \n \n Effects: The transaction or agreement is either wholly or partially performed or produces effects (actual or potential) in Brazil. \n Revenues: At least one of the groups involved in the transaction or agreement must have had gross revenue in Brazil (including export sales) exceeding BRL 750 million in the year prior to the transaction, in parallel with at least another group that has registered gross revenues (including export sales) in Brazil exceeding BRL 75 million in the year prior to the transaction15. \n Concentration: the transaction or agreement constitutes a Concentration Act under the definition of the Brazilian Competition Law (mer"}}]
["Infrastructure and Public Utilities",{"$cut":{"chars":24609,"head":" Public Law and Financing Over the last decades, the Brazilian Government has shifted its public services and infrastructure model to a private investments logic regulated through long-term contracts, positioning the private sector as a key player in national development. Different measures adopted by the government aim to boost total infrastructure investment and attract foreign equity via public concessions, partnerships, and privatizations. In 2023, the Brazilian Federal Government launched a program to coordinate investments in infrastructure in Brazil, the Programa de Aceleração do Crescimento –Novo PAC , regulated by Federal Decree No. 11.632/2023 , seeking to increase private investment and make public spending in the infrastructure sector more efficient. According to the Federal Government, the goal is to attract BRL 1.7 trillion by 2026 through projects that will include public and private investments through partnership models in sectors such as highways, ports, and airports. \n The model for attracting private investments also includes supporting states and municipalities through technical support for modeling PPP projects. The Federal Government, through the Banco Nacional de Desenvolvimento Econômico e Social (“ BNDES ”) and Caixa Econômica Federal, is procuring qualified consultants to carry out technical, legal, and economic studies for projects in various sectors. The model paves the way for improving infrastructure projects in regions with little or no track record of PPPs, betting on improving local regulatory structures to guarantee long-term private investments and improvements in the provision of public services to the Brazilian population. \n The Federal Government has recently announced other measures aimed at fostering concessions and public-private partnerships. Two of these measures stand out: \n \n Structural measures, aim to facilitate credits and ensure the clearance of those partnerships by states and municipalities. These measures seek to reduce existing obstacles and inefficiency in the credit market, protect investors in the capital market, improve the operation of institutions that support banking and capital markets, and streamline the process of using guarantees. \n Definition of parameters for calculating continuous expenses derived from the set of partnerships contracted by the Federal Government, states and municipalities, to verify compliance with the net current revenue limit of 5%, as established by art. 28 of Federal Law No. 11,079/04 , which must be observed for granting, or not, a guarantee or carrying out a voluntary transfer. \n \n What is more, opportunities within the Brazilian Infrastructure sector encompass not only long-term PPP contracts or public procurement construction or services but also complex and wide-ranging supplies of goods and services required to execute such contracts, which results in great opportunities for all types of business. Therefore, it is essential to know and understand the potential types of interaction between the government and the private sector, which can be deepened by Demarest's infrastructure and project finance teams. \n Public Procurement in Brazil The public procurement process aims at selecting private-party agreements with the Government in Brazil. Given that Brazil is a Federation, public procurement can be conducted by the Federal Government, State Governments or Municipal Governments. The main objective is to guarantee the most advantageous proposal to public authorities, generating equal competition for bidders able to provide services and transparency to avoid public or private corruption. \n The Federal Constitution defines that all rules and procedures for public bidding must comply with the following guidelines: \n \n Legality \n Impersonality \n Morality \n Publicity \n Efficiency \n \n Most of the rules subsequently included in relevant statutes stem directly from such constitutional provisions. \n The legal framework for public procurement in Brazil was recently reformed through Law No. 14,133/2021, of April 2021 . The main premises of th"}}]
["Termination of a Business "]
["Voluntary Liquidation"]
["Insolvency and Bankruptcy Regime",{"$cut":{"chars":32188,"head":" Legal Framework Federal Law No. 11,101/2005 (the “ Brazilian Insolvency Law ” or “ BIL ”), as amended by Federal Law 14,112/2020 , sets out the rules for bankruptcy and insolvency in Brazil. There are three procedures that deal with companies in distressed financial situations: (i) bankruptcy proceeding (liquidation); (ii) judicial reorganization; and (iii) extrajudicial reorganization. \n Both the judicial reorganization and the extrajudicial reorganization are intended to give the company in a temporary unhealthy financial situation the chance to reorganize its activities in order to preserve its existence as a going concern. \n On the other hand, the bankruptcy proceeding is applicable when a company’s business activities are no longer viable, and has the purpose of liquidating the company’s assets under a court-supervised environment. Proceeds of the sale of assets are used to pay off claims according to the priority rules provided for by the BIL . The term “bankruptcy” is understood in Brazil as liquidation, similar to U.S. Chapter 7, regarding filing procedures. \n Bankruptcy Proceeding The bankruptcy proceeding is not aimed at reorganizing the financial situation of the debtor, but rather to liquidate its assets and use the proceeds of such sale to pay off creditors. A bankruptcy proceeding can be filed by the company (debtor), its shareholders, or partners, or any of its creditors. \n A bankruptcy proceeding has to be ruled by a Court (“Bankruptcy Court”) and is never automatically granted upon filing: \n \n if requested by the company itself, the Bankruptcy Court must accept the request; and \n if requested by creditors, the Bankruptcy Court will rule on the case after the debtor can present a defense and/or make a deposit of the underlying debt. \n \n Once the Bankruptcy Court accepts the filing and rules that the company is under liquidation, the company is immediately shut down, the officers are compulsorily removed from the company's management, and a trustee is appointed (by the court) to liquidate the company. In a few circumstances, the Court may determine that the company continues to operate for a specific period of time after the bankruptcy ruling, prior to it being liquidated. Although the company participates in the proceeding, the purpose of the bankruptcy proceeding is to maximize the recovery of assets to the benefit of the creditors; therefore, the interests of the company's shareholders and officers are subordinated to the interests of the creditors. \n The BIL sets out the requirements upon which creditors can file for bankruptcy of the debtor, as outlined below: \n \n default to provide payment of any liquid obligation stated in a credit instrument in an amount higher than 40 minimum Brazilian monthly wages; \n failure to pay, make a deposit of or post-collateral to secure obligation subject to an enforcement proceeding; \n arbitrarily advancing the liquidation of assets or making payment in a damaging or fraudulent way; \n attempt to perform or perform simulated transactions or disposal of all or substantially all assets to a third party, whether a creditor or not; and \n transfer of establishment to third parties, whether creditors or not, without the consent of all other creditors and without keeping sufficient assets to fulfill its obligations. \n \n A bankruptcy decree entails (i) acceleration of all company’s debts; and (ii) conversion of foreign currency-denominated debts into national currency (\" BRL \"). \n Upon being appointed to serve on the bankruptcy proceeding, the trustee is expected to prepare an inventory and arrange the valuation of the assets. Subsequently, the assets must be sold under a court-supervised competitive process (i.e. auction, competitive process arranged by a specialized agent or other mechanism approved by the Court) within 180 days from the date the trustee concludes the inventory of the assets. \n The proceeds of the asset sales will be distributed to creditors in compliance with the credit priority rule set forth in the BIL (“liquidation waterfall”). \n The liquidation waterfal"}}]