BRAZIL Law and Practice Contributed by: Mariana Cobra, Janaína Vargas, Mayara Zanini and Marcela Freire, Mattos Filho
6. Commercial Leases 6.1 Types of Arrangements Allowing the Use of Real Estate for a Limited Period of Time A person or entity may occupy and use a prop - erty for a limited period – without buying it out - right – pursuant to the following arrangements: • leases; • free leases; • rural partnership (only for rural land); • surface rights; • easements; • usufruct; and • assignment of use. 6.2 Types of Commercial Leases Commercial/non-residential leases may be clas - sified as follows. • Typical urban lease agreement for property located in the urban areas (except for public properties, hotels, parking lots, and areas intended for advertisement), which is regu - lated by the Urban Lease Law. • Typical lease agreement for urban properties not included in the Urban Lease Agreement (except for hotels and public properties), which is regulated by the Civil Code. • Atypical urban lease agreements: the fol - lowing qualify as atypical urban lease agree - ments, as per the Urban Lease Law: (i) build-to-suit (BTS) agreements; and (ii) leases of stores located in shopping centres. Atypi - cal Urban Lease Agreements allow the parties to waive certain rights that would otherwise have the nature of public policy. 6.3 Regulation of Rents or Lease Terms The Urban Lease Law contemplates general rules for the landlord and tenant relationship
or solely by a board of officers. The board of directors is optional, except for listed compa - nies or privately held companies with authorised capital. LLCs The management of an LLC is carried out by one or more individuals, appointed as managers in the company’s articles of association or in a separate document. Managers may or may not be partners of the company. If an LLC elects to be supplementarily ruled by Federal Law No 6,404/1976, then it may also elect to have a board of directors. In both cases, mechanisms such as the creation of committees, internal audit and independent audit are commonly used to monitor and control the company’s activities. FIIs and FIAGRO Their management is carried out by a fiduci - ary agent, authorised by the Brazilian Securi - ties Commission, who serves as the fiduciary owner of the real estate assets and rights of the funds. Additionally, other authorised third-party financial services providers are allowed, such as investment advisers, asset managers (to oversee portfolio asset management) and consultants. 5.6 Annual Entity Maintenance and Accounting Compliance Annual entity maintenance and accounting com - pliance costs are determined on a case-by-case basis. Please refer to 5.2 Main Features and Tax Implications of the Constitution of Each Type of Entity for further information on costs.
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