BRAZIL Law and Practice Contributed by: Alberto Malta, Davi Ory, Ana Vogado and Maria Eduarda Amaral, Malta Advogados
Land use and zoning reforms are largely occur - ring at the municipal level, alongside efforts to digitise urban planning by integrating public reg - istries, municipal administrations and licensing systems.
• Financed properties involve guarantees, such as fiduciary alienation. Environmental liabilities do not prevent the transfer but bind the buyer to legal obligations. While not a direct real estate transaction, cor - porate share acquisitions often result in indirect ownership or control of real estate. These do not require Real Estate Registry Office registration but must comply with corporate law provisions. 2.3 Effecting Lawful and Proper Transfer of Title Ownership of real estate in Brazil is only trans - ferred upon registration of the title at the Real Estate Registry Office meaning mere execution of the public deed is not sufficient. The deed typ - ically precedes registration but may be waived in specific cases, such as transactions involving fiduciary sale. To enhance legal certainty prior to closing, pre - liminary agreements (eg, buying rights) may be recorded in the property’s registry. The Brazil - ian property registration system is considered robust. It is partly based on the German model. Statute No 13,097/2015 reinforced the principle of concentration of acts, ensuring that all rel - evant legal information is centralised in the prop - erty’s Registry entry. Due to this level of legal certainty, title insurance is rarely used in Brazil, although it may appear in transactions involving foreign investors through international insurers. 2.4 Real Estate Due Diligence Due diligence in real estate transactions is usu - ally led by the buyer’s legal counsel and includes a comprehensive review of legal, tax, environ - mental and urban planning matters. Key docu - ments include updated property registration,
2. Sale and Purchase 2.1 Categories of Property Rights
The Civil Code provides a closed list of rights in rem, granting powers such as use, enjoy - ment, disposal and recovery of the asset. These include: • full ownership (individual or shared, eg, time - share or fractional land ownership); • temporary rights like usufruct, use and habi - tation; • surface and airspace rights; • easements (eg, rights of way or utility instal - lations); • right of acquisition (registered sale promise); • security interests (mortgage, pledge, anti - chresis, fiduciary ownership); and • rights over public property, such as conces - sion of right to use for housing (CUEM) and concession of real right to use (CDRU), tied to housing or authorised public use. 2.2 Laws Applicable to Transfer of Title Real estate ownership transfer in Brazil follows a standardised process governed by the Civil Code and the Public Records Law, regardless of the property’s type or use. However, certain categories require additional safeguards. • Public properties require a bidding process. • Rural properties demand specific documenta - tion and must comply with environmental and land use restrictions, particularly for foreign buyers.
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