BRAZIL LAW AND PRACTICE Contributed by: Alan Campos Elias Thomaz, Juliana Sene Ikeda, Ricardo Barretto Ferreira da Silva and Camila Sabino Del Sasso, Campos Thomaz Advogados
• Financial institutions are regulated by the National Monetary Council ( Conselho Monetário Nacional CMN) and BACEN. Foreign participation in banks and insurance companies requires prior authorisa - tion, which has been liberally interpreted in recent decades. Authorisations are granted through decrees following Central Bank analysis of pruden - tial and corporate governance criteria. However, regulatory reforms in the past decade fostering fin - tech innovation have significantly expanded access for foreign investors through new categories of digital financial institutions and payment service providers. • Aviation remains partially regulated, though reforms have liberalised foreign ownership. Under Law No 13,842/2019, the 20% cap on foreign voting capital in Brazilian airlines was eliminated, allowing full ownership by foreign investors subject to reci - procity and safety oversight by the National Civil Aviation Agency ( Agência Nacional de Aviação Civil ANAC). • Media and broadcasting are still restricted under Article 222 of the Constitution, which limits foreign ownership of journalistic and radio broadcast - ing companies to 30% of total and voting capital, directly or indirectly. • Mining and natural resources are subject to con - cessions and licensing from the National Mining Agency ( Agência Nacional de Mineração ANM). Although foreign participation is generally per - mitted, acquisitions of mineral rights or equity in companies operating within border areas ( faixa de fronteira ) a 150-kilometre strip along national bor - ders – require prior authorisation from the National Defence Council ( Conselho de Defesa Nacional CDN) due to sovereignty and security considera - tions. • Energy and infrastructure projects, including power generation, transmission, and oil and gas explora - tion, fall under the jurisdiction of the National Elec - tric Energy Agency ( Agência Nacional de Energia Elétric ; ANEEL) and National Agency of Petroleum, Natural Gas and Biofuels ( Agência Nacional do Petróleo, Gás Natural e Biocombustíveis ANP), respectively. These sectors are fully open to foreign capital but subject to licensing, concession or authorisation procedures ensuring compliance with
environmental, technical and public service obliga - tions. • Health services are largely open to foreign inves - tors since the passage of Law No 13,097/2015, except for blood and organ banking. • Defence and cybersecurity industries remain sensi - tive. Acquisitions of control in defence suppliers or companies engaged in dual-use technologies may trigger review by the Ministry of Defence. Foreign investors are advised to conduct prior consulta - tions when acquiring assets in these fields. Real Estate and Rural Land Restrictions While foreigners may freely acquire urban real estate in Brazil, acquisitions of rural land or property located within border zones remain subject to constitution - al and statutory limitations. These restrictions stem from Law No 5,709/1971 and its regulations, which aim to preserve national sovereignty over agricultural and strategic lands. Foreign individuals or legal enti - ties must obtain authorisation from the National Insti - tute for Colonization and Agrarian Reform ( Instituto Nacional de Colonização e Reforma Agrária INCRA), and additional approvals are required when the prop - erty exceeds certain size thresholds or is located near national borders. A Brazilian company controlled by foreign shareholders is considered a “foreign entity” for these purposes, meaning indirect control can trig - ger the same restrictions. Sanctions, Anti-Money Laundering and Compliance Regimes Brazil implements international sanctions through leg - islation and executive decrees aligning with United Nations Security Council determinations. The Cen - tral Bank, COAF and CVM all enforce financial sanc - tions and monitor suspicious transactions under the Anti-Money Laundering Law (Law No 9,613/1998), as amended by Law No 14,478/2022. Foreign investors are expected to maintain robust compliance programmes addressing AML, anti–brib - ery and sanctions screening. The Brazilian Anti-Cor - ruption Act (Law No 12,846/2013) imposes strict liabil - ity on legal entities for corruption of public officials, both domestic and foreign, and requires the imple - mentation of integrity mechanisms. These obligations are increasingly scrutinised during public procurement
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