BRAZIL Law and Practice Contributed by: Renata Iezzi, Nicole René Gomes e Cunha and Marcela Correa, Basch & Rameh
2.7.4 Filing/Registration of Lease Assignments/ Novations Lease assignments, assignment assumption agree - ments and novations relating to aircraft must be reg - istered with the RAB. Similar agreements relating to spare engines may be registered, but registration is not required. Failure to complete registration causes the document to be inadmissible in Brazilian courts or other governmental offices. See 2.3.8 Requirements for Documents Concerning Registration , 1.2.4 Registration, Filing and/or Con- sent From Government Entities and 2.7.6 Recog- nition of Transfer of Ownership Interests regarding possible antitrust authority authorisation required for an aircraft sale that might be connected to an assign - ment assumption agreement or novation. 2.7.5 Taxes/Duties Payable on Assignment/ Novation No taxes or duties arise in connection with an assign - ment assumption agreement or novation. There are translation costs. There is no consequence to an origi - nal or copy of any document being brought into Brazil per se. 2.7.6 Recognition of Transfer of Ownership Interests Except for antitrust considerations regarding the sale (see 1.2.4 Registration, Filing and/or Consent From Government Entities ), the transfer of ownership of an owner entity would not require any particular registra - tion or disclosure to the RAB. 2.8 Aircraft Deregistration and Export 2.8.1 Deregistering Aircraft in This Jurisdiction Brazilian operators usually obtain deregistration over leased aircraft. The current basic requirements to export and deregister an aircraft, upon either the expi - ration or termination of a lease, are as follows: • a termination agreement or relevant court order; • a single export registration issued by the customs authority (called a “DU-E”; see 2.8.12 Aircraft Export Permits/Licences ); • the return of the original register and airworthiness certificates issued by the RAB;
• certification from the authorised party that all prior interests against the object have been discharged or that interest holders have consented to the deregistration and export; and • a certificate showing that the aircraft has no amounts due in terms of taxes, expenses and airport fees. It is also possible for the authorised party under an IDERA to request deregistration. IDERAs must be granted in accordance with Cape Town Convention terms and registered with the RAB. ANAC has prom - ulgated procedures for exercising IDERAs and regu - larly honours them, even in cases of opposition from a Brazilian lessee. Some of the documents listed above are waived when deregistration is obtained pursuant to an IDERA. If no IDERA has been granted, a lessor may try to deregister by applying to ANAC and demonstrating that the circumstances of the request are similar to those of an IDERA. The Brazilian Aeronautical Code stipulates that owners have the right to deregister aircraft, but deregistering aircraft without IDERAs is less certain and a Brazilian court order confirming the leasing terminated and deregistration might become necessary. If the receiving aviation authority requires an export certificate of airworthiness, the lessor must obtain it prior to filing the deregistration request. 2.8.2 Lessee’s/Operator’s Consent Deregistration through the use of an IDERA does not require lessee or operator consent. Authorised par - ties under IDERAs can also grant certified designee confirmation letters (CDCLs) to other parties, such as a mortgagee. For a mortgagee that is not an author - ised party under an IDERA or a CDCL, it is advisable for an acknowledgement of assignment to extend to the mortgagee the ability to enforce the rights of the lessor against the lessee (see 2.3.8 Requirements for Documents Concerning Registration ). 2.8.3 Required Documentation An IDERA registered with the RAB is required so that an authorised party is able to deregister an aircraft. The applicant signing the deregistration request will
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