Joint ventures in Brazil: overview

A Q&A guide to joint ventures law in Brazil.

The Q&A gives a high level overview of joint ventures law, including regulation of joint ventures, types of joint ventures permitted in the jurisdiction, whether corporate joint ventures are subject to the corporate law, formalities for formation and registration of joint ventures, statutory limits on duration, anti-trust rules, termination, rules relating to joint ventures with foreign members, and incentives.

This Q&A is part of the Joint Ventures Law Global Guide.

Marcelo Viveiros de Moura and André Santa Ritta, Pinheiro Neto Advogados

Domestic company joint ventures (JVs)


1. Are JVs expressly regulated?

There is no specific legal regime for JVs. JVs may be unincorporated or incorporated.

JVs are, broadly, agreements between parties that:

  • Establish the basis on which they associate.

  • Define the manner in which the parties will implement a particular project.

  • Define the rights and obligations between the parties.

The JV agreement establishes:

  • The basis of the JV.

  • The JV's term, object and the manner in which the partners intend to implement the particular project.

  • The governance of the JV vehicle.

  • The rights and obligations of each party in terms of civil, labour, environmental and tax liabilities.

  • The remedies if one of the parties defaults on the agreement or leaves before the venture is complete.

Before signing the JV agreement, the parties usually discuss the main aspects of the transaction. They will often execute binding or non-binding letters of intent (LOIs) or memoranda of understandings (MOUs). A LOI or MOU set outs the basis for further negotiation of the JV agreement. The parties will negotiate the agreement carefully taking into account the specific requirements of the particular venture.



2. Which types of JV are allowed?

JVs may be unincorporated (contractual) or incorporated (corporate). The JV itself does not have a legal identity, as it is effectively only a type of association used by parties to implement the development of a new business and to combine their various interests.

Contractual JV

A contractual JV, such as a consortium, is an agreement under which the JV partners join efforts to implement a given project. The consortium agreement governs the JV agreement and must meet the requirements of corporation law.

In a consortium, the participating companies each maintain their own legal identity, management, assets and liabilities. Each party is usually independent for tax purposes. A consortium arrangement may be suitable for a foreign company interested in participating in a single project, as there is no need to form a new company that might be liquidated at the end of the project.

Corporate JV

In a corporate JV, the JV partners set up a company that becomes the vehicle for the JV. Incorporated JVs may be more suitable for foreign companies who intend to have a significant presence in Brazil, either for a particular project or for future activities. This is because a corporate JV involves the formation of a corporate entity with its own legal identity and assets.

A shareholders' agreement may govern the rights and obligations of each of the shareholders in a JV company and establish the longer-term relationship between them.

A shareholders' agreement may also govern how risks are allocated among the shareholders or JV partners and other matters including:

  • Limits on the purchase and sale of shares.

  • Rights of first refusal to acquire shares.

  • The exercise of voting rights or controlling powers.

3. Are corporate JVs subject to the corporate law?

Any form of business organisation provided for under Brazilian law may be suitable for use as a vehicle for a corporate JV. Brazilian corporate and civil laws (notably the Brazilian Corporation Law and the Brazilian Civil Code) will apply to the company. A JV company is usually either a limited liability company (limitada) or a joint stock corporation (sociedade por ações).


Formation and registration

4. Is the use of foreign language in a JV's founding documents (both corporate and contractual) restricted?

Any private agreement, including a JV agreement, may be in a foreign language. Nevertheless, JV agreements and other ancillary documents are usually also executed in Portuguese, even if one of the partners is foreign or based outside Brazil. This is because public authorities and courts cannot review or register a document executed in a foreign language.

Company formation documents or a consortium documents must be prepared and executed in Portuguese before they can be filed with the relevant Commercial Registry. Filing is a legal requirement. Company formation documents that must be filed include articles of incorporation or by-laws. In the case of a consortium, the relevant consortium agreement and any amendment to it must be filed.

5. Are public officers (for example, public notaries) involved in a JV's formation procedure?

Public officials may be involved with the registration of JVs at local or national registries (see Question 6). As a rule, notaries are not involved in forming a JV. However, the certification of signatures and registration of agreements for disclosure purposes can be arranged by the interested parties.

6. Are JVs registered with any local registries? Are public sector bodies' authorisations required for a JV's establishment?

Local registries

Joint venture partners must arrange for the company formation documents or consortium agreement to be filed with the appropriate local Commercial Registry of the state in which the consortium is being formed. There is no requirement to register or file a JV agreement with any public authority.

Public sector bodies

Anti-trust authorities. The parties may need to submit JV and other agreements to the local antitrust authorities if they may have an impact on the local market. The parties must obtain the authorities' prior consent to transactions with a direct or indirect impact in Brazil if certain conditions are met (see Question 18).

Regulatory authorities. Depending on the nature of the JV activity, authorisations or consents may be required from one of the various regulatory authorities. Regulated activities include:

  • Telecommunication.

  • Oil and gas.

  • Mining.

  • Energy.

  • Capital markets.

  • Banking.

  • Insurance and reinsurance.

A JV needs to be examined on a case-by-case basis to decide which authorisations and consents are necessary.

7. What other formal requirements must be complied with to validly constitute a JV?

Vehicle companies of corporate JVs and consortia created under contractual JV agreements must be registered with the National Registry of Legal Entities of the Federal Revenue Office. This requirement applies regardless of the partners involved in the JV or their nationality.

JVs may also need to register with the tax authorities, particularly if they are corporate JVs. Whether there is a need to register with the tax authorities mainly depends on what activities the JV company will undertake.


Permitted markets

8. Can the JV instrument be used in every market? Are there any restrictions to be considered and carefully assessed before investing?

Generally, a company or consortium resulting from a properly formed JV may engage in any activity or market open to a private investor.

However, there are prohibitions and limits on investments of foreign capital (see Question 25).



9. Can a JV be established with any purpose?

A JV can be established with a purpose. However, if foreign investment is involved, certain purposes may be prohibited or limited (see Question 25).


Share capital and participation

10. What possible forms of participation are there in a JV's share capital? How can a JV member contribute and are there statutory limits on the possibility to make contributions in kind?

Forms of participation

Corporate JVs. Any form of business organisation provided for by Brazilian law may be used for an incorporated or corporate JV. The main entities used for JVs are limited liability companies (limitadas) and joint stock corporations (sociedades por ações):

  • Limitadas are similar to limited liability companies, limited partnerships and private companies under English or United States law. The Brazilian Civil Code and the Corporation Law applies to a limitada. The company's articles of association reflect the shareholdings in a limitada. The articles must be amended whenever there is a change in the ownership or the capital structure of the company to ensure the ownership of the company's corporate capital is accurately reflected. There is generally no requirement to pay up the minimum capital on the initial subscription. However, the quota capital of a limitada can only be increased once past calls are fully paid up.

    The sociedade por ações most closely resembles a joint-stock company or corporation. The Corporation Law applies. The shares of a sociedade por ações may be publicly-held and listed on a stock exchange or closely-held.

  • A sociedade por ações may be formed by public or private subscription provided at least 10% of its capital stock is paid up outright. The paid-up capital must be deposited with a commercial bank until all incorporation formalities are complete. The company's capital may be divided into several kinds of shares. Each type of share will have different advantages, rights and restrictions. A joint-stock company may also issue other types of security, including participation certificates, subscription warrants and debentures. The rules relating to ownership and transfer of shares also apply to these securities even though they do not form part of the corporate capital.

A shareholders' or quotaholders' agreement may govern the purchase and sale of shares or quotas, pre-emption rights, the exercise of voting rights and the exercise of existing controlling powers in the vehicle company.

Contractual JVs (consortia). Each participant of a consortium has its own assets and liabilities and is individually liable for its own obligations, although the participants may agree different arrangements. The participating companies keep their own legal identities and retain their own management, assets and liabilities and tax status. Each participant therefore keeps independent records including records for corporate income tax purposes.

However, only one of the participants in a contractual JV is normally considered to be the relevant contracting party for tax purposes.

If there is separate accounting for a consortium, it is only for the purpose of internal control to facilitate the settling of accounts between the participating companies.


The corporate capital of a company set as a corporate JV vehicle may be paid up in cash or in any other assets. If a partner uses assets to provide their share of capital, the assets must be valued either by three experts or a specialised firm. The shareholders or quotaholders of the company in a properly convened meeting must approve a firm of valuers instructed for this purpose.

11. Can a corporate JV's share capital be indicated by making reference to a foreign currency?

The corporate capital of a company (either a limitada or sociedade por ações) may generally only be expressed in Brazilian currency (Real) in its corporate documents. The parties may agree in writing to adopt another currency for the purposes of internal control.


Duration and limits on membership

12. Are there statutory limits on a JV's duration?

There is no minimum or maximum duration for a JV.

13. Are there statutory limits on the number of members participating in a JV?

There is no minimum or maximum number of members in a JV. However, at least two parties must incorporate the vehicle company used for a corporate JV.


Public sector bodies

14. Can a public sector body enter into a JV agreement? Subject to what conditions? In particular, do public private partnerships (PPP) laws and regulations apply?

Any public authority may enter into a JV or other collaborative agreement, which can be structured under public private partnerships (PPP) rules. Legally, agreements executed by public authorities in Brazil are considered administrative agreements. Administrative agreements are subject to the principles and rules of administrative law. The most relevant laws related to public procurement and the defence of public interest are the Federal Constitution and Law No. 8,666, of 21 June 1993.


Non-competition and anti-trust clauses

15. Are there statutory constraints on the use of non-competition or anti-trust clauses in a JV agreement?

During period of effectiveness

Non-compete clauses are generally acceptable provided their scope and duration are not excessive. A non-compete provision is normally acceptable to the anti-trust authorities to the extent its scope is limited to the market relevant to the transaction. Antitrust authorities tolerate reasonable non-compete provisions as they recognise that contracting parties need to prevent competition with each other (whether independently or jointly with third parties) while they are associated or co-operating.

Following termination

The generally accepted duration of a non-compete clause is five years from the execution of the agreement, unless a longer period is necessary and can be justified to amortise the investment. Some decisions by anti-trust authorities have allowed non-compete periods to extend to five years from the termination or expiry of the agreement. However, these decisions involved ventures between different companies to jointly developed products or services. The authorities may take a different view on non-compete clauses depending on the specific features of a JV.


De facto company/partnership

16. Must the contractual JV satisfy any conditions to avoid falling within the definition of de facto company/partnership?

To avoid being deemed a de facto company or partnership, a contractual JV adopting a consortium structure must be reflected in a consortium agreement, which must be properly executed by the JV partners and duly prepared and filed with the proper Commercial Registry.


Limiting member liability

17. Can a JV agreement provide that a JV member can participate without incurring any risk, loss or reward?

A JV agreement may provide that each JV member will defend, indemnify and hold harmless the other members and their affiliates and officers against losses, claims or other proceedings related to the JV. While a JV member may ultimately benefit from an indemnity from another member that does not prevent the indemnified member from being involved in any litigation or claim.

There are various approaches to mitigate risk and liabilities depending on the structure and purpose of the JV. Consortium agreements, for instance, may provide for an assessment of loss and the automatic payment of damages to the injured party due to the other party not having fulfilled their obligations under the agreement.

Accordingly, a liquidated damages clause is usual in consortium agreements to provide that the party in breach pays a specific sum to the injured party as a penalty.

Particularly in the case of corporate JVs, the liability of a partner or shareholder of a limitada or sociedade por ações is normally limited to the amount of its ownership interest. However, the law provides for different types of liability depending on the legal form of the JV and a detailed case-by-case analysis may be required to establish the extent of liability.



18. Do any anti-trust rules, guidelines or policies apply to a JV agreement?

JVs and any agreement that may have an impact on the Brazilian market must be submitted to the local anti-trust authorities. Transactions that have a direct or indirect impact in Brazil require prior consent if the following conditions are met:

  • The economic group of at least one of the parties reported, in its previous balance sheet, annual gross revenues or a volume of business in Brazil higher than R$750 million.

  • The economic group of at least another party involved in that transaction reported, in its previous balance sheet, annual gross revenues or a volume of business in Brazil higher than R$75 million.

Specific exceptions may apply in some scenarios, for example a consortium for the specific purpose of participating in a public bid. Case-by-case analysis is required to establish whether a JV requires anti-trust approval.


Governance and limits on directors

19. Can the parties to a JV freely regulate the JV or are they subject to certain restrictions?

The parties to a JV are generally free to decide how their JV is regulated. There are some rules, however, the JV partners must observe at the point they agree on the nature of the JV (whether incorporated or unincorporated).

Corporate JVs

Corporate JVs normally take the form of a limited liability company (limitada) or a joint stock corporation (sociedade por ações).

Limitada. The partners of a limitada must adopt a resolution in meeting on certain matters in addition to any others expressly stipulated in the articles of association. These are:

  • The approval of management accounts.

  • The appointment, dismissal and compensation of senior managers.

  • Amendments to the articles of association.

  • The merger, consolidation, winding-up, cessation or liquidation of the company.

  • The appointment and dismissal of liquidators, and approving their accounts.

  • Filing for bankruptcy or judicial recovery

Resolutions on these matters must be adopted at a partners' meeting called by the senior managers.

A limitada may be managed by any or all of the JV partners or by a third party appointed by the partners in the articles of association or by separate deed. The senior managers need not be Brazilian, but must be resident and domiciled in Brazil. Foreign individuals may be appointed to senior management positions, provided they have a valid visa to stay in Brazil. Even if senior managers have been appointed for a limitada, the partners may retain control over specific decisions by reserving certain rights and imposing restrictions on acts of the senior management in the articles of association.

Sociedade por ações. In the case of a sociedade por ações, shareholders have the following basic rights:

  • To participate in the company's profits.

  • To participate in the distribution of the company's assets if the company is wound up. To control the company's management.

  • To have priority to subscribe for shares, participation certificates, convertible debentures and subscription warrants.

  • To withdraw from the company in the circumstances stipulated by law.

Each common share carries one vote at general meetings of the company and no shareholder is entitled to plurality vote (that is, the ability to carry more than one vote per share in the corporate capital).

Holders of preferred shares may enjoy any of the rights attributed to the common shares, including the right to vote, but their rights may be restricted provided that they are not deprived of their basic rights. Preferred shares without voting rights, or with restricted voting rights, acquire full voting rights if the company fails to distribute fixed or minimum dividends within the period stipulated in the bye-laws (not exceeding three consecutive years), and will keep these rights until the company pays the dividends.

Shareholders may enter into agreements to govern the purchase and sale of shares, preemptive rights and the exercise of voting rights or controlling power. A shareholders' agreement is kept on file at the company's headquarters and is binding on and enforceable by its signatories.

  • The decision-making and monitoring bodies of a sociedade por ações are:

  • The shareholders' general meeting.

  • The board of directors (conselho de administração).

  • The Executive Office (diretoria).

  • The Fiscal Board (conselho fiscal).

General meetings are attended by shareholders and are called and constituted under applicable law and the company bye-laws. General meetings have the authority to resolve all matters relating to the company's object and to adopt any resolutions deemed advisable for its protection and development. As a rule, a majority of votes is required to pass a resolution (that is, representing 50% of the voting stock plus one).

The board of directors acts as an interface between the general meeting and the executive office. The board has full authority to establish the economic, corporate and financial policies to be followed by the company and to supervise on a permanent basis the members of the executive office. The executive office will consist of two or more officers, who can be elected and dismissed at any time by the board of directors. Up to one third of the board of directors may be elected to serve as executive officers. The officers report to the board of directors and, in its absence, to the general meeting. The officers represent the company before third parties.

It is obligatory for a sociedade por ações to have a fiscal board, but the fiscal board does not need to operate on a standing basis. A non-permanent fiscal board can be installed at the shareholders' discretion at a general meeting, which means shareholders are entitled to constitute a fiscal board for a particular general meeting.

Unincorporated or contractual JVs

Companies often associate themselves by means of a consortium, which is regulated by the Corporation Law.

The consortium members directly agree all rights and obligations relating to the consortium. It is customary for consortium agreements and similar contractual arrangements to contemplate a board of representatives, elected by the consortium members, that would have powers to decide matters related to the consortium, including authorising agreements and transactions. The rules regarding the management and representation of the consortium will be set out in the consortium agreement. These agreements normally provide that one member acts as the consortium leader.

The consortium agreement must include the following information (Article 279, Brazilian Corporation Law):

  • The name of the consortium, if any.

  • The business envisaged by the consortium.

  • The duration, address and principal place of business.

  • A statement of the responsibilities, liabilities and duties of each participant.

  • Rules for the receipt of revenue and apportionment of profits and losses.

  • The rules for running the consortium, including accounting, representation of the participants and any management fee.

  • The means by which decisions will be taken, and the number of votes for each participant.

  • Each participant's contribution to the consortium's expenses.

20. Are there limits or restrictions on the eligibility of an individual as a member of the board of directors/statutory auditor?

The senior managers of a limitada and the executive officers of a sociedade por ações need not be Brazilian, but must be resident and domiciled in Brazil. Foreign individuals may be appointed to senior management positions, provided that they have a valid visa to stay in Brazil.

Board members of a sociedade por ações may reside abroad, provided they appoint an attorney-in-fact in Brazil with powers to receive service of process under corporate law.

No more than one third of the directors of the board of a sociedade por ações may be elected to serve as executive officers of the same corporate entity.



21. What legal regime applies to a JV's termination? Can a JV be terminated for just cause on request of one party?

Corporate JVs

A company used for a corporate JV may be dissolved:

  • By the parties executing an instrument of termination.

  • By the expiry the period of duration of the JV.

The instrument of termination must be filed with the appropriate Commercial Registry. At the same time, all other registrations with tax or other relevant authorities must be cancelled.

Contractual JVs

The members of a consortium can terminate a consortium by executing an instrument of termination of consortium. Alternatively, the consortium will come to an end on the expiry of the term of the consortium agreement.

If an instrument of termination of consortium is used to terminate a JV, the same formalities must be observed as when the consortium was established:

  • The instrument of termination of consortium needs to be filed the competent Commercial Registry.

  • The filing certificate must be published.

It is possible to terminate a contractual JV unilaterally if the terms of the consortium agreement permit unilateral termination.

22. Is the termination of a JV agreement subject to any public sector body's approval?

Choice of law and jurisdiction

23. Are there constraints on the choice of the law and the jurisdiction applicable to a JV?

Choice of law

It is debatable whether it is possible for the parties to choose the law to govern their agreement. The courts have yet to make a final determination on this question. Some legal scholars say that parties may agree the governing law provided that law does not violate Brazil's sovereignty, public order or good practice. Others, however, assert that Brazilian law is mandatory as it is the law of the country in which the parties signed their agreement and constituted their obligations to each other.

The view of the authors is that parties may choose the governing law of their agreement, on the basis that the general rule that imposes the law of the location where the agreement was originated (executed) only applies if the agreement does not stipulate its governing law.

Choice of jurisdiction

Brazilian courts may have exclusive or non-exclusive jurisdiction over a number of different matters. The courts have exclusive jurisdiction over any issues relating to Brazilian real estate or probate proceedings relating to Brazilian estates. The parties can choose a foreign jurisdiction or arbitral forum except for matters where the Brazilian courts have exclusion jurisdiction.

The courts have non-exclusive jurisdiction in any of the following circumstances:

  • The defendant is domiciled in Brazil.

  • The obligation is to be performed in Brazil.

  • The litigation results from a fact or act that occurred in Brazil.

Although parties can choose a foreign jurisdiction, a Brazilian party always has the right to seek justice in Brazil, even if they agreed otherwise in writing. This right originates from the right of action provided for in the constitution, which is available to all Brazilian entities and individuals. In effect, an action brought before foreign courts or arbitration panels cannot prevent Brazilian courts from hearing the same action or any other action to ensure justice.

Accordingly, a Brazilian court is likely to accept jurisdiction and apply Brazilian law to an agreement where the documentation was executed by a Brazilian entity and related to businesses carried out in Brazil.


JVs with foreign members

Validity and authorisation

24. What are the rules relating to validity and authorisation of JVs with foreign parties?


There are no rules that relate to the validity and authorisation of JVs with foreign parties.


There are no rules relating to the number of members of a JV if one of the partners is foreign.


There are no particular rules concerning the authorisation of JVs with foreign partners.


Effect of foreign membership

25. Are any of the rules relating to domestic company JVs (see Questions 1 to 23) different for JVs with members incorporated under, or governed by, the laws of a foreign country?

Certain prohibitions and limits apply to investments of foreign capital in Brazil whether through a JV or otherwise.

Foreign capital must not be invested in:

  • Nuclear energy.

  • Health services.

  • Post office and telegraph services.

  • Domestic aviation.

  • The aerospace industry.

In addition:

  • To acquire rural land, foreign individuals resident in Brazil and foreign-based legal entities authorised to operate in Brazil must comply with prescribed conditions and obtain congressional approval.

  • For national security reasons there are limits on the acquisition of real estate near frontier areas.

  • There are restrictions on the ownership and management of newspapers, magazines and other periodicals and also radio and television networks.

  • There are certain restrictions on foreign capital investments in financial institutions.


Economic or financial incentives

26. Are there economic or financial incentives for foreign direct investments in a JV?

There are no incentives for foreign direct investments in a JV.


Minimum investments/contributions

27. Are there mandatory minimum equity investments or contributions in kind thresholds for a foreign JV member?

There are no particular rules concerning minimum investments in a JV for foreign members of a JV.


The regulatory authorities

National Department of Commercial Registry (Departamento Nacional do Registro de Comércio)

Main activities. Co-ordination of the registry activities performed by Commercial Registries in Brazil.


Brazilian Anti-trust Authority (Conselho Administrativo de Defesa Econômica – CADE)

Main activities. Monitoring of anti-trust activities in Brazil.


Online resources

Palacio do Planalto


Description. Brazilian legislation in Portuguese is available from the website of the Presidential office. There are no websites with an official English translation of Brazilian legislation..

Contributor profiles

Marcelo Viveiros de Moura, Partner

Pinheiro Neto Advogados

T +55 21 2506 1620

Professional qualifications. Lawyer, Brazil

Areas of practice. Mergers and acquisitions; project finance; oil and gas

Non-professional qualifications. LL.B, Universidade do Estado do Rio de Janeiro (UERJ), Brazil (1989); LL.M, Cambridge University (1993)

Recent transactions

  • Acquisition by Temasek Holdings of a US$400 million stake in Odebrecht Oil & Gas S.A.
  • Sale to Cosan of the Brazilian downstream business of ExxonMobil.
  • Sale to Ultrapar of the Chevron downstream business in Brazil.
  • Joint venture of BP with Santelisa on the ethanol sector.
  • Sale of Shell LPG business to Ultrapar.
  • Acquisition by Brookfield of a portfolio of six Brazilian shopping centers for more than US$1 billion.
  • Tentative acquisition of Xstrata Plc by Vale; as well as the tentative merger between CSN with Corus Group.

Languages. Portuguese, English

Professional associations/memberships.

  • Chairman of the British-Brazilian Chamber of Commerce (2007-2009).

  • Member of the Board of the Chamber.

  • Member of the Board of the Jockey Club do Brasil.

  • Chairman of Parceiros da Educação in Rio de Janeiro, a not for profit organisation (NGO) that seeks to improve public education on government owned schools in the State of Rio de Janeiro.

Publications. Several articles within Brazilian corporate and oil and gas practice.

André da Costa Santa Ritta, Associate

Pinheiro Neto Advogados

T +55 21 2506 1675

Professional qualifications. Lawyer, Brazil

Areas of practice. Mergers and acquisitions; corporate law; capital markets.

Non-professional qualifications. LL.B, Universidade Federal Fluminense, Brazil (2011); MBA in Corporate Finance, Instituto Brasileiro de Mercado de Capitais, Brazil, 2015

Recent transactions

  • Acquisition by Temasek Holdings of a US$400 million stake in Odebrecht Oil & Gas S.A.
  • Sale to Cosan of the Brazilian downstream business of ExxonMobil.
  • Sale to Ultrapar of the Chevron downstream business in Brazil.
  • Joint venture of BP with Santelisa on the ethanol sector.
  • Sale of Shell LPG business to Ultrapar.
  • Acquisition by Brookfield of a portfolio of six Brazilian shopping centers for more than US$1 billion.
  • Tentative acquisition of Xstrata Plc by Vale; as well as the tentative merger between CSN with Corus Group.

Languages. Portuguese, English

Professional associations/memberships. Brazilian Bar Association, Rio de Janeiro.

Publications. Collaboration to several articles within Brazilian corporate practice.

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