Melhores Advogados de Financiamento de Projetos em Brasil

1. About Financiamento de Projetos Law in Brasil

Financiamento de Projetos, known in English as project finance, is a financing technique used to fund large infrastructure and long-term projects. In Brazil it typically relies on a dedicated special purpose vehicle (SPV) and non-recourse or limited recourse debt secured by the project’s cash flows, rather than the sponsors’ balance sheets. Common sectors include energy, transport, sanitation, and industrial hubs, where long tenures and large capital expenditures are the norm.

Brazilian project finance structures require careful alignment with multiple legal frameworks, including concession and PPP regimes, public procurement rules, securities, corporate law, and sector-specific regulation. A successful deal integrates an off-take or revenue agreement, engineering, procurement and construction (EPC) contracts, operation and maintenance (O&M) agreements, and robust security packages. The legal and regulatory path is shaped by both national laws and sectoral regulations administered by agencies such as ANEEL and ANECAA.

There is no single “Financiamento de Projetos Law” in Brasil. Instead, project finance is governed by a mesh of statutes, norms and regulatory decisions that together create the framework for SPVs, debt finance, risk allocation, and contractor responsibilities. The role of legal counsel is to ensure compliance, optimize risk allocation, and structure agreements that withstand regulatory and market changes. Official texts and regulatory guidance provide the primary evidences of the applicable rules. See official law texts linked in the Local Laws Overview section for details.

2. Why You May Need a Lawyer

Scenario 1: You want to structure a SPV to bid for a highway concession and need to draft the concession contract, security package, and intercreditor agreements. A lawyer can coordinate the contract flow among the concessionaire, lenders, EPC and O&M contractors to ensure enforceability and lender comfort.

Scenario 2: You are negotiating a power project financed with a PPA and funds from a development bank. A legal counsel should review the PPA, off-take terms, credit comfort, and security interests to protect long term cash flows and comply with sector regulation. This includes curtailment provisions and change-of-law risk allocations.

Scenario 3: Your company is preparing to participate in a public procurement under the Nova Lei de Licitações (Lei 14.133/2021). A lawyer can help with bid documentation, compliance with disclosure obligations, and risk allocation in contract forms and guarantees. This reduces the risk of bid debarment or later contract termination.

Scenario 4: International lenders want to participate in a Brazilian project finance transaction. A Brazilian attorney can advise on local capital controls, foreign exchange rules, and Brazilian corporate governance requirements to avoid regulatory issues and funding delays.

Scenario 5: Your project faces a regulatory or contractual dispute during execution. A lawyer can advise on arbitration or court options, enforceability of guarantees, and remedies under concession or PPP contracts. Timely counsel helps preserve value and prevent default escalation.

Scenario 6: You are considering refinancing or restructuring the debt package. A legal advisor can renegotiate debt terms, security interest priorities, and intercreditor arrangements to optimize cost of capital and project liquidity. This is common when market rates shift or project revenues change unexpectedly.

3. Local Laws Overview

Lei nº 11.079/2004 - Institui normas gerais de licitações e contratos na modalidade de Parcerias Público-Privadas (PPPs) e dá outras providências. This law provides the framework for PPP and concession contracts, including risk allocation, payment mechanisms, and performance guarantees. Official text: Lei 11.079/2004.

Lei 11.079/2004 governs PPPs and concessions in Brazil, shaping the basic risk allocation and payment structures used in project finance arrangements.

Lei nº 14.133/2021 - Nova Lei de Licitações e Contratos Administrativos. Affects public procurement, bidding procedures and contract performance across federal, state and municipal levels. The law introduces new modalities, competition rules, and contract management standards intended to modernize public sector contracting. Official text: Lei 14.133/2021.

A nova Lei de Licitações estabelece novas regras de transparência, competição e governança para contratos administrativos, incluindo PPPs e concessões.

Lei nº 8.666/1993 - Regula licitações e contratos da Administração Pública. Embora progressivamente substituída pelo regime da Lei 14.133/2021, a Lei 8.666/1993 continua relevante para contratos já em vigor e em fases de transição. Official text: Lei 8.666/1993.

Lei 8.666/1993 ainda legisla grande parte das licitações públicas em curso, com transição para a nova Lei de Licitações.

Esses três marcos legais formam o eixo do regime aplicável a Financiamento de Projetos no Brasil. Além disso, as regras de regulação setorial (energia, saneamento, etc.) e as normas do Banco Central e do BNDES influenciam a estruturação de financiamentos e garantias. Para consulta oficial, utilize os links acima aos textos legais no Planalto.

4. Frequently Asked Questions

What is project finance in Brazil and why is it used?

Project finance is a funding approach that relies on the project cash flows and assets for loan repayment. It is commonly used in Brazil for long term infrastructure and energy projects where sponsors seek non-recourse or limited recourse debt. The structure typically involves an SPV, off-take agreements and robust security packages. It is regulated by PPP and procurement laws and sectoral rules.

How does a Brazilian SPV structure financing for a toll road?

The SPV owns the project assets and contract rights, while lenders provide debt secured by project cash flows and assets. Key steps include drafting concession or PPP contracts, EPC and O&M agreements, and intercreditor arrangements. The sponsor’s equity funds the balance and performance guarantees reduce default risk.

When did the new public procurement law 14.133-2021 take effect?

The new law was enacted in 2021 and introduced broad changes to bidding and contract management. It requires updated procurement processes, new bidding modalities, and enhanced governance. The transition period has involved gradual adoption across federal, state and municipal levels.

Where can I find the official text of Lei 11.079/2004?

The official text is available on the Planalto site: Lei 11.079/2004. This punch list guides PPP and concession contract rules and payment mechanisms. Consult the Planalto link for precise wording and any amendments.

Why should a lawyer review a PPP concession contract before signing?

A lawyer ensures compliance with PPP rules, risk allocation, and dispute resolution provisions. They verify guarantees, payment triggers, termination rights, and change-of-law provisions that could affect long-term project viability. Proper review helps prevent costly post-signing disputes.

Do I need a Brazilian attorney to participate in a bidding process?

Yes. Brazilian law requires compliance with local procurement rules and regulatory procedures. A Brazilian attorney can help prepare bid documents, navigate sanctions, and ensure alignment with the Lei 14.133/2021 framework. This reduces the risk of bid disqualification.

Is project finance typically non-recourse to sponsors in Brazil?

In many Brazilian project finance deals, debt recourse is limited to the project assets and cash flows. However, some credit enhancements may involve sponsor guarantees or support agreements. Structure design and lender requirements determine the exact risk allocation.

How long does it usually take to close a Brazilian project finance deal?

Closing times vary by project size and sector, but typical timelines span 6 to 18 months from initial mandate to signing. Delays often come from regulatory approvals, finance due diligence, and procurement processes. Early planning reduces the risk of schedule slippage.

Can international lenders participate in Brazilian project finance deals?

Yes, international lenders frequently participate, subject to Brazilian foreign exchange rules, regulatory approvals, and collateral acceptability. Local counsel helps navigate alignment with Brazilian law and cross-border enforcement considerations. Compliance with anti-money-laundering and other regimes is essential.

Should I consider arbitration for disputes under Brazilian PPP contracts?

Arbitration is commonly used for project finance disputes, especially for technical and commercial issues. It offers confidentiality and specialized expertise in infrastructure and energy matters. An arbitration clause helps ensure timely resolution aligned with international practice where applicable.

What are typical security packages used in Brazilian project finance?

Security packages often include pledges over project assets, CHATTEL MIGRATION rights, guarantee letters, mortgage on land or equipment, and step-in rights. Intercreditor arrangements define priority of claims among lenders. The precise mix depends on the project and financing participants.

How much does a project finance lawyer typically charge in Brazil?

Fees depend on project size, complexity, and the stage of engagement. Common models include hourly rates, milestone-based fees, and success-based components. Request a detailed engagement letter outlining scope, deliverables, and estimated total costs.

5. Additional Resources

• Lei 14.133/2021 - Nova Lei de Licitações e Contratos Administrativos (Nova regime de licitações). Official text and updates: Planato - Lei 14.133/2021.
• Lei 11.079/2004 - Normas gerais de PPPs e Concessões. Official text: Planato - Lei 11.079/2004.
• Brasilian Development Finance - Brazilian development bank involvement in infrastructure and project finance. Official hub: BNDES - Infraestrutura.

6. Next Steps

1. Define the project type and financing approach, including sector, geography, and expected revenue streams. Schedule a 1-2 page briefing for a lawyer within 1-2 weeks.
2. Collect key documents and market data, such as tender documents, PPA or offtake agreements, and preliminary term sheets. Complete this within 2-4 weeks to support due diligence.
3. Identify and engage a Brazilian project finance attorney with sector experience. Obtain a written engagement letter outlining scope, fees, and timelines within 1-3 weeks.
4. Undertake initial due diligence with the chosen lawyer, including contract reviews, risk assessment, and regulatory checks. Allocate 3-6 weeks for comprehensive due diligence depending on project complexity.
5. Draft the SPV structure, draft or review concession/PPP contracts, and prepare security packages for lenders. Plan for a 4-8 week drafting phase plus parallel regulatory clearances.
6. Agree on a timeline with lenders and regulators, and begin negotiation of term sheets and definitive documents. Expect 2-6 weeks of parallel negotiations once due diligence is complete.
7. Proceed to signing and closing, including regulatory approvals, project finance close, and mechanics for debt drawdown. Closing often occurs within 1-3 months after signing, depending on approvals.