Corporate Law & Financial and Capital Markets
Acquiring a company in Brazil: process, timeline and key documents
Guilherme Chambarelli
Published on
3 min read
In this article
Acquiring a company in Brazil usually follows six stages: confidentiality agreement, letter of intent, due diligence, negotiation of the share purchase agreement, regulatory approvals (including CADE when thresholds are met) and closing, followed by registration of the foreign investment with the Central Bank. A straightforward deal often takes three to six months; regulated sectors and complex structures take longer.
Key points
- Most targets are LTDAs or closely held S.A.s; the deal form is usually a share or quota purchase.
- Labor, tax and consumer liabilities often follow the business, so due diligence is critical.
- CADE pre-merger approval is mandatory when turnover thresholds are met.
- Escrow, holdbacks and indemnities are the main tools to allocate risk.
- Foreign buyers must register the investment with the Central Bank.
Step 1: NDA and preliminary analysis
The parties sign a non-disclosure agreement and exchange high-level financial information. The buyer validates the investment thesis and the price range.
Step 2: Letter of intent or term sheet
The LOI sets out price, structure, exclusivity period, main conditions and timeline. Most terms are non-binding, except for confidentiality, exclusivity and governing law.
Step 3: Due diligence
Brazilian due diligence typically covers:
- Corporate: chain of title of shares, articles, shareholder agreements and powers of attorney;
- Tax: federal, state and municipal exposure, tax incentives and ongoing disputes;
- Labor: employee classification, outsourced workers and pending claims;
- Contracts: change-of-control clauses, key customers and suppliers;
- Regulatory and environmental: licenses and permits;
- Data protection: LGPD compliance;
- Real estate and IP: property titles, leases and trademarks registered with the INPI.
Step 4: The share purchase agreement
The SPA (or quota purchase agreement) defines the price and adjustment mechanisms, representations and warranties, indemnification, conditions precedent, non-compete and the rules for the interim period between signing and closing. Brazilian practice relies heavily on escrow accounts and holdbacks to secure indemnities, because many liabilities only surface years later.
Step 5: Regulatory approvals
Under Law 12,529/2011, a transaction must be filed with CADE before closing when one group had gross revenue in Brazil of at least BRL 750 million and another group at least BRL 75 million in the previous year. CADE’s fast-track procedure handles simpler deals in a few weeks. Sector regulators, such as the Central Bank, ANATEL or ANEEL, may also need to approve.
Step 6: Closing and post-closing
At closing, the price is paid, shares or quotas are transferred and corporate acts are filed with the Commercial Registry. A foreign buyer must declare the investment to the Central Bank, which will matter for future dividend payments and repatriation. Post-closing, the integration plan and governance of the new subsidiary begin.
Typical timeline
| Stage | Typical duration |
|---|---|
| NDA and LOI | 2–4 weeks |
| Due diligence | 4–8 weeks |
| SPA negotiation | 3–6 weeks, often in parallel |
| CADE (fast track) | About 30 days after filing |
| Closing | 1–2 weeks after conditions are met |
Frequently asked questions
Share deal or asset deal?
Share deals are more common. Asset deals do not always isolate the buyer, because Brazilian law can transfer tax and labor liabilities to the acquirer of a business establishment.
Is the acquisition subject to tax for the seller?
Yes. Capital gains are taxed in Brazil, including when the seller is a non-resident, and the buyer may be responsible for withholding.
Can the deal be governed by foreign law?
The SPA can choose a foreign law in some cases, but corporate acts and the transfer of Brazilian shares follow Brazilian law. Arbitration in Brazil is widely used.
Does the 2027 tax reform affect M&A?
It affects valuation and due diligence, because accumulated PIS, Cofins and ICMS credits and future CBS and IBS costs change the target’s cash flow.
How Chambarelli Advogados can help
Our Corporate Law & Capital Markets team and our Foreign Desk run due diligence, negotiate SPAs and coordinate closing for foreign buyers. Book a meeting with one of our partners.
Informational content, updated October 2026. It does not replace advice on your specific case.
