Melhores Advogados de Financiamento Estruturado em Brasil

About Financiamento Estruturado Law in Brazil

Financiamento Estruturado, or structured finance, in Brazil refers to financing arrangements built around specially crafted structures that isolate credit risk and allocate payments among investors, originators and service providers. Common vehicles include SPVs (special purpose vehicles), CRIs (Certificados de Recebíveis Imobiliários), CRAs (Certificados de Recebíveis do Agronegócio) and FIDCs (Fundos de Investimento em Direitos Creditórios). These structures enable funding for real estate, infrastructure, agribusiness and other large projects with layered risk and credit enhancement.

Brazil relies on a regulatory framework coordinated by the securities and banking authorities to govern these instruments. The main players are the CVM, which oversees securities markets and securitization structures, and the Banco Central do Brasil (BCB), which regulates banks and credit operations with asset backing. Lawyers often work on due diligence, SPV formation, trust arrangements and disclosure documents to ensure compliance.

Source: CVM - Regulation of securitization in Brazil emphasizes SPVs that isolate assets and transfer credit risk to investors, enabling structured finance transactions.

The Brazilian securitization market uses standardized instruments like CRI, CRA and FIDC to mobilize credit assets while requiring robust disclosure and risk management practices.

Why You May Need a Lawyer

Structured finance deals in Brazil involve complex contracts, regulatory considerations and risk allocations that require specialized legal oversight. A lawyer helps prevent missteps that could derail a transaction or trigger losses for investors and counterparties.

• Planning a CRI or CRA issuance for a real estate or agribusiness project. A lawyer drafts the structure, selects the SPV, and coordinates with the trustee, servicer and originator to satisfy CVM and tax requirements.
• Creating or verifying an FIDC structure. A lawyer negotiates the fund rules, credit rights transfers, ancillary agreements and disclosures to comply with CVM rules.
• Negotiating intercreditor and waterfall provisions. A lawyer ensures priority of payments, default procedures and credit enhancements are clearly defined and enforceable.
• Reviewing due diligence and risk disclosures for investors. A lawyer prepares or reviews prospectuses, term sheets and environmental or legal risks that impact value and liquidity.
• Addressing cross-border elements and tax considerations. A lawyer assesses how international investors, repatriation of funds and Brazilian tax rules interact with the deal structure.
• Handling regulatory filings and approvals. A lawyer coordinates CVM submissions, disclosures and ongoing reporting obligations to avoid penalties.

Local Laws Overview

Brazil uses specific regulatory frameworks for securitization and structured finance. The main instruments include CVM rules on securitization funds and assets, as well as general corporate and tax rules that affect structured deals.

Instrução CVM 356/2002 regulates securitization of credit rights through Fundos de Investimento em Direitos Creditórios (FIDCs) and related structures. This rule governs how credits are transferred to the fund, disclosure requirements and investors' rights. Expect to reference SPVs, trustees and servicers in deal documentation. Effective date: 2002.

Instrução CVM 480/2009 clarifies public offerings and access to the market for securitized products, including disclosure standards and registration procedures. It is a key reference for issuers seeking to offer CRIs, CRAs or FIDCs to investors. Effective date: 2009.

Brazilian corporate law and its updates Brazil's corporate framework is anchored in Lei das Sociedades por Ações (Law 6.404/1976), with significant reforms by Lei 11.638/2007 and Lei 11.941/2009 that modernized accounting and governance for listed and non-listed companies. These changes impact how financial statements and risk disclosures are prepared for securitization transactions. Effective dates: 1976; reforms implemented in 2007 and 2009.

Key terms you will encounter include sociedade de propósito específico (SPV), fiduciário (trustee), títulos de securitização (securitized notes), CRI, CRA, and FIDC.

Recent regulatory trends focus on enhanced disclosure, investor protection and prudential risk management in securitization markets. For authoritative guidance, consult CVM and BCB resources and the Planalto government pages for the texts of the cited laws.

For more information on regulatory context, see: CVM and BCB, and official law texts at Planalto.

Frequently Asked Questions

What is Financiamento Estruturado in Brazil and which assets are commonly securitized?

Financiamento Estruturado refers to financing built around SPVs and securitized instruments. Common assets include real estate receivables, agribusiness receivables and project finance assets. It involves structured payments, risk layering and investor disclosures.

How does a CRI work in practice in Brazil's market?

A CRI represents a claim backed by real estate related receivables issued to investors. An SPV buys the receivables and issues securitized notes to investors, often with credit enhancements and a trustee to manage payments.

What is a FIDC and how does it operate legally in Brazil?

A FIDC is a fund that holds credit rights and passes cash flows to investors. It is governed by CVM rules and requires a fiduciary administrator and custodian to manage and report on asset transfers and distributions.

Do CRI, CRA or FIDC investments require residency or specific eligibility in Brazil?

Investment eligibility varies by instrument and investor type. Non-residents may participate through specific funds or programs, but tax and regulatory considerations apply. Always consult a Brazilian attorney for current rules.

How long does due diligence typically take before closing a structured finance deal in Brazil?

Due diligence usually spans 4 to 12 weeks depending on asset complexity, data availability and third-party verifications. A detailed check of contracts, receivables, collateral and regulatory compliance is essential.

What costs should developers budget when engaging a lawyer for Financiamento Estruturado?

Costs include initial retainer, due diligence fees, drafting and review of SPV documents, regulatory filings and ongoing compliance work. Fees vary by deal complexity and region.

What is the role of a fiduciary and trustee in securitization transactions?

The fiduciary administers the asset pool and ensures fair distribution of payments. The trustee holds the securitized assets and enforces rights for investors under the transaction documents.

What is the difference between SPV and originator in a securitization?

The originator creates the underlying receivables, while the SPV legally owns the assets and issues securities to investors. The SPV is designed to isolate risk from the originator.

Can a debtor challenge a securitized deal after signing documents?

Yes, under certain grounds such as misrepresentation, fraud or breach of disclosure obligations. Legal remedies depend on the contract, CVM rules and applicable Brazilian law.

What steps are involved in regulatory approvals for FIDC issuance in Brazil?

Steps include preparing a disclosure package, submitting to CVM for registration, coordinating with the trustee and administrator, and ongoing reporting obligations after issuance.

Is there a tax impact on CRI/CRA and FIDC investments in Brazil?

Tax treatment varies by instrument and investor type. Brazil imposes different taxes on income from securitized assets, and some investments may benefit from specific regimes for funds or real estate credits.

How do recent accounting and governance reforms affect securitization deals?

Accounting and governance updates improve transparency and investor protection. They impact how asset pools are reported and how risk is disclosed in financial statements.

Additional Resources

Use these official sources for regulatory guidance, forms and updates related to Financiamento Estruturado in Brazil:

• Comissão de Valores Mobiliários (CVM) - Regulator of securities markets and securitization structures including FIDCs, CRIs and CRAs. Website: cvm.gov.br
• Banco Central do Brasil (BCB) - Oversees banks, credit operations and risk management frameworks that underpin securitization activities. Website: bcb.gov.br
• Receita Federal - Tax and fiscal guidance for structured finance instruments and fund distributions. Website: gov.br/receitafederal

Next Steps

1. Define the deal objective and instrument type. Decide if you will use CRI, CRA, FIDC or a combination, and outline expected liquidity and risk profile. (1-2 weeks)
2. Identify the regulatory path and key players. Determine whether CVM, Bacen or both apply, and select the SPV, trustee and fiduciary administrator. (1-3 weeks)
3. Assemble due diligence files and data room. Gather receivable pools, contracts, collateral documents, and financial projections for review. (2-6 weeks)
4. Engage a specialized structured finance attorney. Schedule an initial consultation, discuss scope, fee structure and timelines. (1 week)
5. Draft term sheets and core agreements. Prepare SPV articles, trust deeds, credit enhancement agreements and disclosure documents. (2-4 weeks)
6. Submit regulatory filings and finalize closing documents. File with CVM (if required), complete public or private offerings and execute closing documents. (2-8 weeks)
7. Plan ongoing compliance and reporting. Establish quarterly reporting, audits and investor communications for post-closing obligations. (Ongoing)