BRAZIL Law and Practice Contributed by: André Menescal Guedes, Raissa Freire de Almeida and Bruno Paiva, André Menescal Advogados
The timeframe for full licensing may range from six months to two years, depending on project complex- ity and environmental sensitivity. In transport and port infrastructure, concessions and leases fall under the National Land Transport Agency (ANTT) and the National Waterway Transport Agency (ANTAQ), respectively. In sanitation, regulatory author- ity lies primarily with the National Water and Sanita- tion Agency (ANA) and local regulators under the new federal sanitation framework. Environmental approvals under the National Environ- mental Policy (Law No. 6,938/1981) and CONAMA regulations are mandatory for nearly all infrastruc- ture projects. For large-scale developments, impact assessments (EIA/RIMA) and public hearings are required, often extending approval timelines. While the incorporation of a company can be com- pleted within weeks, the operational licensing phase is far more time-consuming and determinative of pro- ject feasibility. Co-ordination among environmental, energy and sectoral authorities is therefore essential to mitigate delays and regulatory risks. 5.2 Primary Securities Market Regulators The CVM is the primary regulator overseeing M&A transactions involving publicly traded companies in Brazil. The CVM is responsible for enforcing disclo- sure, transparency and minority shareholder protec- tion rules under the Brazilian Securities Law (Law No. 6,385/1976) and the Corporate Law (Law No. 6,404/1976). B3, the country’s stock exchange, operates as a self- regulatory organisation under CVM supervision. It monitors compliance with listing rules, corporate gov- ernance standards and trading procedures. B3 also manages the public auction and settlement processes for tender offers (OPAs). In addition to these market regulators, CADE may review M&A transactions that meet antitrust thresh- olds, while sectoral regulators, such as ANEEL for electricity, ANTAQ for ports and ANA for sanitation, must approve ownership changes involving conces- sion or regulated assets.
Together, these authorities ensure that transactions are transparent, competitive, and compliant with both market and sector-specific regulations. 5.3 Restrictions on Foreign Investments In general, Brazil maintains an open regime for foreign investment, and there are no broad restrictions on for- eign ownership of companies, including in the energy and infrastructure sectors. Foreign investors may hold up to 100% of the equity of Brazilian entities, pro- vided that the investment is properly registered with the Central Bank through the RDE-IED system. This registration is mandatory but not suspensory, mean- ing it does not require prior approval, as it primarily serves statistical, foreign exchange and repatriation purposes. However, specific restrictions apply in certain sen- sitive areas. The most notable limitation concerns ownership of rural land and land located within the border strip ( faixa de fronteira ), an area extending 150 kilometres inland from national borders, under Law No. 5,709/1971 and its regulations. Foreign indi- viduals, foreign companies, and Brazilian companies controlled by foreign capital are subject to size and location restrictions when acquiring rural property. Such transactions may require prior approval from the National Institute for Colonisation and Agrarian Reform (INCRA) or even from Congress if the acquisi- tion exceeds statutory limits. Additionally, sectors related to aerospace, nuclear energy, postal services and certain media activities remain restricted or reserved for Brazilian ownership. In all other sectors, including electricity, sanitation, ports and transport, foreign investment is permitted, subject to the same licensing and concession require- ments as domestic investors. 5.4 National Security Review/Export Control Brazil does not have a formal national security review mechanism comparable to regimes such as CFIUS in the United States or FIRB in Australia. However, acquisitions that may affect national sovereignty, strategic infrastructure or defence-related assets are subject to scrutiny under general laws and by specific government bodies.
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