1. About Financiamento Estruturado Law
Financiamento Estruturado refers to the legal framework used for securitizing assets and structuring complex financing arrangements. It typically involves special purpose vehicles, credit enhancements, and multiple parties such as originators, securitizadoras, trustees, and investors. The goal is to convert illiquid receivables into tradeable securities while aligning risk, cash flows, and regulatory compliance.
In practice, Brazilian structured finance is commonly executed through securitization of receivables, including CRIs and CRAs, and through private or public offerings regulated by authorities. Law and regulation cover how assets are pooled, transferred, and serviced, as well as how securities are issued, marketed, and supervised. The framework also governs governance, disclosures, and enforcement in case of default or breach.
Key players in these transactions include the originator who creates the receivables, the SPV or securitizadora that holds assets, service providers who collect payments, and investors who purchase the securities. Understanding the legal structure helps protect rights, allocate risk, and ensure compliance with disclosure and anti-fraud requirements. A qualified attorney can help navigate complex documentation, risk allocation, and regulatory reporting obligations.
2. Why You May Need a Lawyer
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Issuing CRI or CRA for a real estate project - A developer plans to securitize real estate receivables from pre-sold units. An attorney will structure the SPV, draft the securitization contract, and ensure compliance with CVM rules and real estate law.
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Investor due diligence in a structured note - An investment fund evaluates a structured note backed by a diversified pool of receivables. A lawyer reviews covenants, credit enhancements, asset quality, and the risk retention requirements.
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Cross border or complex multi creditor structures - You have foreign investors and local lenders in a securitization. A lawyer coordinates governing law, enforceability of rights, and cross jurisdiction dispute resolution.
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SPV creation and governance - You need an SPE with proper capitalization, governance, and servicing agreements. A lawyer drafts the articles, service contracts, and trust arrangements to limit liability and ensure clean asset transfer.
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Compliance with regulatory updates - New CVM or CMN rules affect disclosures, ratings, or private placement procedures. A lawyer helps implement timely changes and updates to documentation.
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Enforcement and dispute resolution - In case of creditor disputes, default, or misrepresentation, a lawyer provides guidance on enforcement, remedies, and potential litigation strategies.
Practical tip: Engage a lawyer early in the process to review term sheets, risk presets, and all material contracts. This reduces the chance of later amendments, delays, or regulatory noncompliance.
3. Local Laws Overview
Brazil's structured finance framework relies on specific statutes and regulatory guidelines. The following laws and regulations are central to Financiamento Estruturado in many transactions, especially those involving securitization of receivables and public or private offerings.
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Lei nº 9.514/1997 - Securitização de créditos imobiliários, criando instrumentos como Certificados de Recebíveis Imobiliários (CRI) e Certificados de Recebíveis do Agronegócio (CRA). Enacted on 20 November 1997, this law established the general framework for asset securitization in Brazil.
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Lei nº 11.101/2005 - Recuperação Judicial, Recuperação Extrajudicial e Falência. This law governs insolvency processes and restructurings that may interact with secured transactions and creditor rights in structured finance contexts.
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Instrução CVM 476/2009 - Regras para ofertas públicas de distribuição de valores mobiliários com esforços de colocação (private and public offerings). This instruction shapes how securitized products may be offered to investors and the compliance obligations for issuers and intermediaries.
Additional regulatory context comes from the Central Bank and market bodies, including guidelines on securitization vehicles and credit risk management. For frequent updates related to disclosures, ratings, and market conduct, consult official sources listed in the Resources section below.
In Brazil, securitization often relies on SPVs and CRI/CRA instruments, governed by Law 9.514/1997 and CVM rules.
Source: Planalto - official law portal and CVM
4. Frequently Asked Questions
What is Financiamento Estruturado and how does it differ from simple loans?
Financiamento Estruturado uses a pool of receivables and a dedicated SPV to issue securities backed by those assets. It often includes credit enhancements and bespoke covenants to attract investors. The structure is designed to allocate risk and optimize funding costs compared to single lender loans.
How do I start a securitization transaction legally in Brazil?
Start by engaging a lawyer to define the structure, perform due diligence, and draft the term sheet. Then establish the SPV, transfer receivables, and prepare the offering documents. The process typically involves CVM and, for real estate securitization, infrastructure or real estate regulatory considerations.
What is a SPV and why is it used in structured finance?
A Special Purpose Vehicle is a separate legal entity created to hold assets and issue securities. It isolates asset risk from the originator and provides clear governance and servicing arrangements. SPVs help investors assess cash flows and legal enforceability independently.
What is a CRI and how does it function in the market?
CRI stands for Certificado de Recebíveis Imobiliários. It is a fixed income security backed by real estate receivables. Investors receive payments from the cash flows generated by the securitized assets, often with credit enhancements for added security.
Should I hire a lawyer to start a structured finance project?
Yes. A lawyer ensures compliance with CVM and CMN rules, reviews risk allocation, and drafts essential documents. They also help with enforceability of rights and proper disclosure to investors.
How much does a Financiamento Estruturado lawyer typically charge?
Prices vary by complexity and location, but engagements often combine a retainer and hourly rates or fixed fees for defined deliverables. Ask for a detailed engagement letter and a scope of work to avoid surprises.
How long does a typical securitization process take?
From initial structuring to closing, a straightforward CRI/CRA transaction may take 4 to 12 weeks. More complex multi asset pools or cross jurisdictional issues can extend to several months.
Do I need to be a Brazilian resident to issue CRI or CRA?
Non residents may participate through local entities and compliant structures, but regulatory requirements and tax implications differ. A Brazilian counsel can determine eligibility and optimal structuring.
What is the difference between CRI and CRA?
CRI concerns real estate receivables, while CRA relates to agribusiness receivables. Both are securitization instruments issued by securitizadoras and backed by different asset pools with respective regulatory frameworks.
What documents should I prepare when engaging a structured finance attorney?
Prepare the business plan, asset pool details, existing contracts, service agreements, and any prior term sheets. Include financial models, collateral lists, and any related regulatory correspondence.
Is private placement preferable to a public offering for structured finance?
Private placements can be faster and less costly but offer fewer investor protections and disclosure requirements. Public offerings require more rigorous disclosures and regulatory compliance but may attract a broader investor base.
Can foreign investors participate in Brazilian structured finance transactions?
Yes, with proper structuring and compliance with Brazilian foreign investment rules. Tax and repatriation considerations also apply, and counsel should coordinate with tax advisors.
5. Additional Resources
Access official sources for regulatory guidance and statutory texts to support your Financiamento Estruturado matters:
- Comissão de Valores Mobiliários (CVM) - Regulates securities offerings, market conduct, and investor protections. Website: CVM
- Planalto - Official Law Portal - Portal with enacted Brazilian laws, including securitization statutes. Website: Planato
- Diário Oficial da União (DOU) - Official publication of Brazilian laws and regulations. Website: DOU
Structured finance activity in Brazil is closely monitored by CVM and the Central Bank, with periodic updates to rules and disclosure requirements.
Sources: CVM official site; Planalto official law portal; Diário Oficial da União
6. Next Steps
- Identify your objective and preferred financing structure within 7 days. Gather asset details, project timeline, and expected cash flows.
- Research and shortlist qualified Financiamento Estruturado lawyers or law firms with Brazilian securitization experience. Aim for at least 3 proposals within 2 weeks.
- Request engagement letters and fee schedules. Check scope, deliverables, and milestones for a 6 to 12 week timeline.
- Conduct an initial consultation to review the proposed SPV, asset pool, and risk allocation. Prepare a list of 15 targeted questions.
- Agree on the engagement terms and begin drafting core documents: SPV charter, transfer agreements, servicing agreements, and offering documents.
- Coordinate with regulators for required filings and disclosures. Maintain a regulatory calendar to track CVM and CMN deadlines.
- Kickoff ongoing compliance monitoring and periodic reviews every 6 to 12 months after closing. Schedule updates for regulatory changes as needed.
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