Melhores Advogados de Financiamento de Projetos em São Paulo

1. About Financiamento de Projetos Law in São Paulo, Brasil

Financiamento de Projetos, or project finance, is a financing structure where funding for a specific project is secured primarily by the project’s cash flows and assets. In Brazil and São Paulo, this approach is commonly used for large-scale infrastructure, energy, and transportation projects. The structure often involves a dedicated special purpose vehicle (SPV), lenders, sponsors, and government risk allocation through PPP or concession agreements.

In São Paulo, many public-private collaborations rely on federal frameworks such as PPP laws and modern procurement rules. Project finance deals typically require careful alignment with Brazilian statutes on bidding, contracting, and public finance discipline. Proficiency with SPV governance, risk allocation, and regulatory approvals helps ensure project viability and lender confidence.

Key realities for São Paulo projects include long development cycles, complex counterparty networks, and frequent interactions with state agencies. A lawyer with project finance expertise can help navigate contract formation, collateral structures, and compliance obligations across federal and state levels.

“Law 11.079/2004 establishes general norms for public-private partnerships and concessions in Brazil” https://www.planalto.gov.br/ccivil_03/leis/2004/L11079.htm

2. Why You May Need a Lawyer

Case-specific guidance helps prevent costly delays and disputes. A lawyer can tailor the project structure to SPV needs, lender requirements, and public sector expectations in São Paulo.

• Structuring a toll road PPP in the interior of São Paulo where the project will rely on future traffic revenues and a grant from the state government.
• Negotiating a concession contract with the State of São Paulo for water treatment facilities, including risk allocation for pollution, performance targets, and tariff-setting mechanisms.
• Preparing and reviewing a project finance loan package with multiple lenders and a tranche-based financing plan, ensuring compliance with federal and state procurement rules.
• Managing regulatory approvals and environmental licensing in São Paulo, including engagement with CETESB and municipal planning bodies.
• Conducting due diligence on public partner obligations, such as maintenance milestones and termination events, to avoid future liability shifts.
• Handling cross-border syndication or investment by a foreign sponsor, including currency risk, repatriation requirements, and tax considerations.

Engaging a lawyer early helps to align the project’s commercial goals with legal feasibility, ensuring proper documentation, risk sharing, and compliance throughout the project life cycle.

3. Local Laws Overview

Brazilian and São Paulo rules shape project finance and PPPs through both federal and state instruments. The following laws and regulations are foundational for project finance in São Paulo.

Lei 11.079/2004 - PPP and Concessions

This federal law provides the general framework for PPP arrangements and concessions in Brazil, including risk allocation, bidding processes, and contract structure. It is frequently applied to projects in São Paulo seeking private investment under public partnerships.

Effective guidance and text are available on Planalto’s official site. Planalto.gov.br hosts the authoritative text and updates for Lei 11.079/2004.

Lei 14.133/2021 - Nova Lei de Licitações e Contratos

The new federal bidding and contracting law modernizes procurement, including project bidding, contract formation, and performance oversight. It supersedes or complements prior statutes in many project finance transactions involving public partners.

Planate provides the official text and updates for Lei 14.133/2021. See the planalto.gov.br link for the current version and transitional provisions.

Lei 8.666/1993 - Lei de Licitações (em uso com transições)

Historically the main bidding law for public works and services, Lei 8.666/1993 remains relevant for existing contracts and transitional matters as newer rules are adopted. Brasilian practitioners often reference both 8.666 and 14.133 depending on the procurement phase.

Official text is available at Planalto, and updates reflect transitional rules as the new regime is implemented.

For authoritative context, see the Planalto site for Lei 11.079/2004 and Lei 14.133/2021, which govern PPPs and general procurement respectively. These laws form the backbone of how project finance deals are structured in São Paulo.

“Lei 14.133/2021 modernizes licensing and contracting for public administration, including project-based procurement” https://www.planalto.gov.br/ccivil_03/_Ato2015-2018/2021/Lei/L14133.htm

4. Frequently Asked Questions

What is project finance and how does it apply in São Paulo?

Project finance is a funding method based on project cash flows and assets rather than sponsor balance sheets. In São Paulo, it is used for infrastructure like toll roads and water facilities, with SPV structures and performance-based payments.

How do I start a project finance deal in São Paulo?

Begin with a feasibility study and a clear SPV plan. Engage a lawyer to draft term sheets, assess regulatory requirements, and coordinate with lenders and public authorities.

What is the role of a São Paulo attorney in a PPP contract?

The attorney negotiates risk allocations, drafts procurement documents, reviews performance standards, and ensures compliance with Lei 11.079/2004 and Lei 14.133/2021.

How long does a typical São Paulo PPP procurement take?

Procurement can take 12 to 36 months depending on project complexity, environmental licensing, and public opposition. Proper early planning helps avoid delays.

Do I need a local São Paulo lawyer for regulatory approvals?

Yes. Local counsel understands CETESB licensing, municipal approvals, and state procurement practices, which accelerates the approval process.

What is the cost impact of using project finance in São Paulo?

Costs include legal fees, due diligence, finance arrangement fees, and potential contingency reserves. A well-structured deal can reduce funding costs via efficient risk allocation.

Is it possible to involve foreign lenders in a São Paulo project?

Yes. Project finance often includes foreign banks, subject to currency, tax, and repatriation considerations, plus regulatory compliance.

What happens if a project fails to meet performance targets?

Contracts typically provide cure periods, penalties, and possible termination or renegotiation options. Risk allocation aims to minimize sovereign exposure.

How do PPP contracts get terminated or renegotiated in São Paulo?

Termination provisions are defined in the concession agreement or PPP contract, with rules on wind-down, asset transfer, and liability apportionment.

What documents are essential for due diligence in a São Paulo project finance deal?

Key documents include the PPP/concession contract, financial model, environmental licenses, land titles, SPV bylaws, and lender term sheets.

What is the difference between a PPP and a conventional concession in Brazil?

PPPs emphasize a partnership model with performance-based payments and risk sharing, while concessions are more traditional service-to-public-service arrangements with defined tariff regimes.

Can I use existing Brazilian law to structure toll or user-fee revenue guarantees?

Yes. Laws like Lei 11.079/2004 provide guidance on revenue risk sharing and public guarantees, with specifics depending on the project type and contract.

5. Additional Resources

Lei 11.079/2004 - PPP and Concessions - Official text and updates from the Brazilian Planalto. Useful for understanding general PPP governance and contracts.

Lei 11.079/2004 - Planalto

Lei 14.133/2021 - Nova Lei de Licitações e Contratos - Official text and transitional provisions for modern procurement and contracting practices in Brazil.

Lei 14.133/2021 - Planalto

Banco Nacional de Desenvolvimento Econômico e Social (BNDES) - Project Finance - Official information on financing infrastructure and long-term project finance with lender coordination.

BNDES - Project Finance

6. Next Steps

1. Define project scope and key milestones, including required public approvals and expected financing timeline. Create a one-page briefing for potential lawyers.
2. Identify a São Paulo based project finance lawyer with expertise in PPPs and Lei 11.079/2004. Check track record on SPV structuring and government contracting.
3. Request a written engagement proposal detailing scope, fees, and a preliminary timetable. Include a list of required documents for due diligence.
4. Conduct an upfront consultation to discuss risk allocation, proposed SPV structure, and counterparty negotiations. Bring a preliminary term sheet and anticipated lender criteria.
5. Have the lawyer perform due diligence on regulatory, environmental, and procurement aspects in São Paulo. Review contracts, licenses, and potential government guarantees.
6. Draft or revise the concession or PPP contract and related finance documents with lender input. Align with Lei 14.133/2021 transition rules where applicable.
7. Finalize the engagement, sign an agreement, and establish a project timeline with clear milestones for approvals, bidding, and financing draw‑downs.