BRAZIL Law and Practice Contributed by: Mariana Cobra, Janaína Vargas, Mayara Zanini and Marcela Freire, Mattos Filho
property and this remains unchallenged by the landlord, the lease agreement will be considered renewed for an indefinite term. In such case, any of the parties may terminate the agreement at any time upon a 30-day prior written notice, without paying any penalty, except in case of leases protected by the especial regime pro - vided by the Urban Lease Law. To ensure that a tenant leaves on the date origi - nally agreed it is recommendable for the land - lord to send a written notice to the tenant of its intention to recover the property, scheduling the inspection of the property at least 30 days before the intended date of the expiry of the lease, if not provided otherwise in the lease agreement. 6.18 Right to Assign a Leasehold Interest According to the Urban Lease Law, the tenant is not entitled to sublease, assign, free lease or lend the property subject to the lease agreement without the landlord’s prior written consent, which can be authorised in advance in the lease agreement. It is common practice for the landlord to grant prior authorisation in the lease agreement for the assignment/sublease of the leased property to companies of tenant’s economic group. 6.19 Right to Terminate a Lease Pursuant to the Urban Lease Law, the tenant may terminate the typical lease agreement at any time during the lease term, provided that it pays the penalty in which a defaulting party incurs in the case of any breach of the agreement (usually equal to three monthly rents), reduced proportionally to the period of the lease already elapsed. The tenant has the right to terminate the lease agreement early, without a penalty, if
the property needs repairs that would take more than 30 days to complete. If the tenant is in compliance with its obligations pursuant to the agreement, the landlord cannot reclaim the leased property during the term of the lease. However, the landlord has the right to terminate the lease agreement to make emer - gency repairs determined by the Public Authori - ties, which cannot normally be carried out while the tenant remains in the property and provided that they take more than 30 days to complete. The lease may also be terminated by the land - lord as a result of a legal or contractual infraction by tenant, especially failure to pay rent and other charges. Lastly, if the lease agreement is not registered and the leased property is sold to a third party during the lease term, provided that tenant’s right of first refusal was duly observed, the new owner will be entitled to terminate the lease upon a 90-day prior written notice to the tenant. 6.20 Registration Requirements Registration of leases is not required by law. However, if the lease agreement is registered in the leased property’s real estate record file with the Real Estate Registration Office, which gives publicity to the lease, the tenant will have the right to claim the real property in case the land - lord does not observe its right of first refusal. If the lease agreement is not registered in the real estate record file, the tenant will only be entitled to pursue indemnification for losses and dam - ages against the landlord/seller, as the right of first refusal is a provision of public policy. Additionally, the registration of the lease agree - ment containing (i) a validity clause and (ii) a defi - nite lease term with the competent Real Estate
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