Brazil

Limited Liability Companies Gain Access to Debentures: A New Financing Alternative for International Groups in Brazil

13 October 2026

On February 9, 2026, the National Department of Business Registration and Integration (DREI), the federal agency responsible for guiding and standardizing the activities of the Commercial Registries throughout Brazil, issued Circular Official Letter SEI No. 92/2026/MEMP, accompanied by Technical Note SEI No. 135/2026/MEMP. The document instructs the Commercial Registries to accept the registration of issuances…

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New regulation strengthens transparency and expands ultimate beneficial owner reporting requirements for entities in Brazil

23 September 2026

Brazil has recently updated the regulations governing the identification and reporting of ultimate beneficial owners (UBOs), i.e., the individuals who ultimately own, control, or exercise significant influence over entities, including companies, investment funds, and not-for-profit organizations. The Brazilian Federal Revenue Office issued Normative Instruction RFB No. 2.290/2025, which amended Normative Instruction RFB No. 2.119/2022 and…

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Two STJ Rulings Strengthen Legal Certainty for Investors in Brazil

21 September 2026

Two recent decisions by the Superior Court of Justice (STJ), Brazil’s highest court for ensuring uniform interpretation of federal law, address issues of particular importance to those investing in Brazil from abroad. The first concerns how a foreign company may be validly served process in a Brazilian lawsuit. The second establishes when the personal assets…

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Rural Real Estate in Brazil: Restrictions on Foreign-Controlled Companies

28 August 2026

On August 21, 2026, the Brazilian Federal Supreme Court (STF) published the appellate decisions in Action Against the Violation of a Constitutional Fundamental Right (ADPF) No. 342 and Original Civil Action (ACO) No. 2.463, which were jointly tried on April 23. The Court unanimously confirmed that a company organized in Brazil but with a majority…

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Corporate Obligations and Tax Uncertainties Regarding Dividends

23 March 2026

With the beginning of the year, companies operating in Brazil enter an important period for fulfilling corporate obligations. During the first four months of the fiscal year, companies must review the financial statements from the previous year, approve management accounts, and decide on the allocation of profits earned. As a general rule, the fiscal year…

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Investor Alert: Brazil Moves Forward with Dividend Taxation

11 November 2025

On October 1st, 2025, the Plenary of Brazil’s Chamber of Deputies approved Bill No. 1.087/2025 (“PL 1.087”), which establishes the taxation regime applicable to dividends distributed by Brazilian companies. Following its approval in the Chamber of Deputies, the bill proceeds to the Federal Senate for consideration, where it may be confirmed, amended, or submitted for…

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Brazil: Supreme Court Decision Reinforces Limits on the Application of Foreign Laws

8 October 2025

Last August 18th, a decision by Supreme Court Justice Flávio Dino (ADPF 1.178) gained prominence, establishing an important precedent for foreign companies operating in Brazil or entering into international contracts involving the country. The decision reinforces that foreign laws cannot be automatically applied within Brazilian territory, except in cases where there is specific court authorization…

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