Melhores Advogados de Organizações sem fins lucrativos e instituições de caridade em Brasil

About Nonprofit & Charitable Organizations Law in Brazil

Nonprofit and charitable organizations in Brazil are typically formed as associations or foundations. They operate to pursue social, cultural, educational, or humanitarian goals without distributing profits to members. The legal framework for these entities is grounded in the Brazilian Civil Code and specific statutes that address governance, transparency, and public funding.

Key features include the requirement to establish clear bylaws, a governance structure with a board or managing body, and regular reporting to authorities. Nonprofits may seek partnerships with government agencies or tax incentives, but must meet statutory criteria and ongoing compliance obligations. The landscape is evolving as public-private partnerships and fiscal rules shape funding and accountability expectations.

According to the Brazilian Civil Code, associations and foundations are recognized as legal entities with independent assets and defined governance, founded to pursue common non-profit objectives (Articles 53-61). Source: planalto.gov.br

Lei 9.790/1999 establishes the Organizações da Sociedade Civil de Interesse Público (OSCIP) status, enabling certain partnerships with the government and tax considerations for eligible entities. Source: planalto.gov.br

Lei 13.019/2014 provides the general framework for partnerships between public administration and civil society organizations, replacing older ad hoc collaboration models with formal processes. Source: planalto.gov.br

Why You May Need a Lawyer

These are real-world, Brazil-specific scenarios where engaging a nonprofit-lawyer can be crucial. Each example reflects typical compliance, governance, and funding concerns faced by Brazilian entities.

• Starting a new association to run a community program - A local residents' group intends to form an association to run a youth education project. A lawyer helps draft bylaws that meet the Civil Code requirements, establish governance rules, and prepare registration documents for the civil registry and CNPJ with Receita Federal.
• Converting or modifying governance structures - A foundation plans to restructure its board and introduce new governance policies after a major grant. Legal counsel ensures bylaws, term limits, conflict-of-interest rules, and reporting align with plan-legal requirements and OSCIP rules if applicable.
• Seeking official partnerships with the government - An NGO wants to sign a public partnership under Lei 13.019/2014. A lawyer guides the selection process, drafting the terms of partnership and monitoring obligations to satisfy public procurement or collaboration standards.
• Applying for tax exemptions and fiscal benefits - An organization seeks exemptions or incentives for donations. An attorney navigates eligibility, documentation, and relationships with Receita Federal and local tax authorities to ensure compliance and avoid revocation risks.
• Handling donor agreements and fundraising compliance - A nonprofit negotiates grant agreements with foundations and donors. Legal counsel drafts robust contracts, protects intangible assets, and ensures alignment with public interest requirements.
• Resolving governance disputes or internal investigations - Disputes within the board or with members require formal procedures, fiduciary duty guidance, and possible internal dispute resolution to avoid dissolution or sanctions.

Local Laws Overview

Brazilian nonprofit regulation rests on a trio of pillars: the Civil Code, specialized statutes for civil society organizations, and framework laws for public partnerships. The following laws are central for most associations and foundations operating in Brazil today.

Código Civil Brasileiro (Lei No. 10.406/2002) - Governs the creation, governance, and dissolution of associations and foundations. It sets out required elements for constitutive documents, membership, board duties, and asset management. It has been in force since 11 January 2003, after enactment in 2002.

Lei No. 9.790/1999 (OSCIP) - This statute created the OSCIP category, allowing eligible organizations to collaborate with government bodies under specific compliance standards and to access certain exemptions. The law has been in force since 1999 and has shaped many partnership practices since then.

Lei No. 13.019/2014 - Establishes the general rules for partnerships between public administrators and civil society organizations (OSCs). It standardizes procurement, oversight, and reporting for public-funded collaborations and has guided thousands of agreements since its enactment in 2014. Source: planalto.gov.br

Recent trends emphasize formalizing partnerships with the public sector and increasing transparency in grant management. Entities often need to align bylaws and governance with both the Civil Code and OSCIP or Lei 13.019/2014 requirements to qualify for public funding or tax incentives. For up-to-date texts, consult the official sources cited below.

Frequently Asked Questions

What is a nonprofit organization under Brazilian law?

A nonprofit in Brazil is usually an association or foundation formed to pursue social purposes without distributing profits to members. These entities have distinct legal identities, governance structures, and reporting obligations under the Civil Code.

How do I start an association or foundation in Brazil?

Prepare bylaws, appoint governing bodies, and register with the civil registry and CNPJ authorities. An attorney can help ensure the documents meet legal requirements and properly reflect governance and purposes.

What is the difference between an association and a foundation?

An association is typically created by individuals with a common goal and governed by members. A foundation is usually funded by endowments or assets dedicated to a public purpose and managed by a board, not general membership.

Do I need OSCIP status to do public partnerships?

OSCIP status is one route to collaborate with government, but Lei 13.019/2014 now governs many partnerships. A lawyer can assess which framework best fits your entity and prepare the needed documentation.

How long does it take to register a nonprofit entity with authorities?

Registration times vary by jurisdiction and complexity. Expect several weeks to a few months for registry and tax documents, depending on the adequacy of bylaws and organizational structure.

How much does it cost to hire a nonprofit lawyer in Brazil?

Fees depend on scope and region. Typical engagements for formation or governance work range from a few thousand to tens of thousands of reais, plus any filing or court costs.

Do I need to register with state or municipal authorities?

Yes, in addition to national tax registration, many entities must register with local city halls or state agencies to access grants or issue tax receipts for donations. Requirements vary by state and municipality.

What is the difference between a convênio and a parceria under Lei 13.019/2014?

Convênios are administrative agreements used for cooperation between public entities and other organizations. Lei 13.019/2014 standardizes the parceria process, including evaluation, procurement, and oversight for public funding.

Can nonprofits receive tax exemptions or deductions for donors in Brazil?

Some exemptions and deductions exist for certain approved nonprofits and specific activities. Eligibility depends on status, activity, and compliance with reporting requirements set by Receita Federal and other authorities.

What should I look for in a governance and compliance plan?

Ensure clear bylaws, conflict-of-interest policies, audit processes, and transparent financial reporting. A well-documented governance framework reduces risk of regulatory issues or loss of public funding.

Do I need a lawyer to manage board transitions and internal disputes?

Yes. A legal professional can help with notification requirements, fiduciary duties, and procedural rules to minimize disputes and maintain organizational stability.

What happens if a nonprofit loses its status or assets?

Loss of status can trigger dissolution, asset distribution rules under the Civil Code, and potential tax consequences. Legal counsel helps navigate dissolution, debt settlement, and asset transfers lawfully.

Additional Resources

• Plano de Legislação - Planalto - Official texts for the Codigo Civil Brasileiro (Lei No 10.406/2002), Lei No 9.790/1999 (OSCIP), and Lei No 13.019/2014. Useful for verifying current legal language and official dates. Código Civil Brasileiro, OSCIP Law, Lei 13.019/2014
• Receita Federal do Brasil - Official guidance on tax obligations and benefits for entidades sem fins lucrativos and related documentation. Receita Federal
• Ministério da Justiça e Segurança Pública - Public sector guidance on partnerships with civil society and OSCs, including oversight and compliance requirements. Ministério da Justiça

Next Steps

1. Clarify your entity type and objectives. Decide between an association or foundation and whether OSCIP or Lei 13.019/2014 partnership is appropriate. This helps determine the legal path and governance requirements.
2. Compile a document package. Gather draft bylaws, mission statements, board member details, and expected funding sources. Prepare financial projections and donor policies for review.
3. Consult a lawyer with nonprofit experience. Seek a practitioner who can assess compliance needs, draft or revise bylaws, and guide you through registration with civil registries and Receita Federal.
4. Register with the relevant authorities. File the incorporation documents, obtain a CNPJ, and complete any state or municipal registrations required for your activities and tax status.
5. Implement governance and compliance measures. Establish conflicts of interest, fiscal controls, and reporting procedures aligned with Civil Code and partnership rules.
6. Apply for any applicable partnerships or exemptions. If pursuing government funding or tax benefits, prepare the required documentation and respond to procurement or oversight requests promptly.
7. Plan ongoing monitoring and auditing. Schedule periodic board reviews, external audits if needed, and annual reporting to maintain good standing and transparency.