The transfer of quotas in Brazil looks simple on paper: an assignment, an amendment to the articles and a filing. In practice, it moves through five registers (Board of Trade, CNPJ, beneficial owners, Central Bank and banks) and may trigger capital gains tax withheld in Brazil even when both parties are abroad. This guide covers intra-group and third-party transfers of a Brazilian limited company (Ltda), including the Central Bank reporting that Resolution BCB 410/2024 removed for transfers between non-residents.
In brief
- Legal basis
- Civil Code, art. 1,057
- Effective against third parties
- On Board of Trade registration
- e-BEF update
- Within 30 days
- Non-resident to non-resident
- No SCE-IED event
- Unless the articles say otherwise, quotas pass freely between quotaholders, and to outsiders if holders of more than a quarter of the capital do not object.
- The assignor remains jointly liable with the assignee for its obligations as quotaholder for two years after registration.
- A gain on the sale by a non-resident is taxed in Brazil, and the buyer, or the buyer’s attorney in Brazil, withholds the tax.
- The incoming foreign quotaholder needs its own CNPJ and a resident legal representative before the filing.
Legal rules for the transfer of quotas in Brazil
The default rule is in article 1,057 of the Civil Code. If the articles of association are silent, a quotaholder may assign quotas, in whole or in part, to another quotaholder without the others’ consent. An assignment to an outsider is allowed unless holders of more than one quarter of the capital object. The articles may set different rules, such as a right of first refusal, unanimous consent or tag-along rights, and a quotaholders’ agreement often adds more.
Three further rules shape every transaction:
- Registration makes it effective. The assignment takes effect for the company and third parties from the registration of the instrument at the Board of Trade (Junta Comercial), signed by the consenting quotaholders.
- Two-year tail. For two years after registration, the assignor remains jointly liable with the assignee for the obligations it had as a quotaholder (Civil Code, art. 1,003, sole paragraph). Buyers should price this, and sellers should seek indemnities.
- Contract first, articles second. The share or quota purchase agreement governs price and warranties. The amendment to the articles is the registry act, and it should not repeat commercial terms.
When the articles state that the company is governed supplementarily by the corporations law (Law 6,404/1976), check the articles for transfer rules modelled on share transfers. In addition, look for pledges or liens over the quotas, which are registered at the Board of Trade and must be released first.
Single-member companies
In a single-member limited company (SLU), the sole quotaholder can transfer all quotas to a new owner by amendment. If it transfers only part, the company simply becomes a regular Ltda with two quotaholders. There is no consent issue, but the registry and tax steps are the same.
Four transfer scenarios compared
| Scenario | Corporate act | Brazilian tax on gain | SCE-IED event | e-BEF |
|---|---|---|---|---|
| Foreign parent to foreign affiliate (intra-group) | Amendment with assignment | Yes, if there is a gain | No | Update if beneficial owners change |
| Foreign seller to foreign third-party buyer | Amendment with assignment | Yes, withheld by buyer’s attorney in Brazil | No | Update within 30 days |
| Foreign seller to Brazilian resident buyer | Amendment with assignment | Yes, withheld by the Brazilian buyer | Yes: disposal to resident | Update within 30 days |
| Brazilian resident seller to foreign buyer | Amendment with assignment | Seller’s own Brazilian taxation | Yes: acquisition from resident | Update within 30 days |
An indirect transfer, such as a sale of the offshore holding that owns the quotas, needs no Brazilian amendment. Nevertheless, it may still change the beneficial owners and open the 30-day e-BEF clock, as our guide on beneficial ownership explains.
Central Bank reporting after Resolution BCB 410/2024
Foreign direct investment is registered in the Central Bank’s SCE-IED module under Resolution BCB 278/2022. Resolution BCB 410/2024, in force since 1 October 2024, changed the treatment of quota transfers in two ways.
- Between non-residents: no event. Transfers, exchanges and contributions of quotas between non-resident investors are no longer reported as SCE-IED events. The same applies to corporate reorganizations. The 30-day duty to update each investor’s capital after a change in the shareholding was also removed.
- With residents: two defined events. The Resolution defines “disposal to resident” (a non-resident transfers its holding to a resident) and “acquisition from resident” (a resident transfers its holding to a non-resident). When paid through an FX contract, the event is captured from the FX system. When not, the company reports it within 30 days (art. 36, VI), for amounts of US$ 100,000 or more.
In both cases, the new ownership shows in the next periodic declaration of the Brazilian company. If a foreign investor leaves entirely, the investor-investee code can be deactivated. Many English guides, and some bank checklists, still describe the old rules, so expect to explain the change. Our SCE-IED guide covers the periodic declarations.
From signing to registration
Check the articles and agreements
Identify consent, first refusal, lock-up and tag-along rules, and any pledge over the quotas.
Prepare the incoming quotaholder
A foreign buyer needs its own CNPJ and a resident legal representative with powers to receive service of process. Start early, because this is often the longest step.
Sign the purchase agreement
Agree price, warranties, indemnities, the tax withholding mechanism and closing conditions.
Sign the amendment
The amendment records the assignment, the new distribution of quotas, the waivers of other quotaholders and, ideally, consolidated articles.
Withhold and pay the tax
The buyer, or its attorney in Brazil, withholds capital gains tax on the seller’s gain under the applicable rules.
File at the Board of Trade
File within 30 days of signature so that effects run from the signature date (Law 8,934/1994, art. 36).
Update the other registers
CNPJ partners table (QSA), e-BEF within 30 days, Central Bank if a resident is involved, banks and powers of attorney.
Document checklist
- Current registered articles and certificate of the company from the Board of Trade.
- Purchase agreement or, intra-group, the board resolutions of seller and buyer.
- Amendment to the articles with the assignment, signed by assignor, assignee and consenting quotaholders.
- Waivers of first refusal or consent, if the articles require them.
- Buyer’s CNPJ card and power of attorney to its Brazilian representative.
- Proof of authority of each foreign signatory, apostilled, with sworn translation unless bilingual.
- Pledge release, if the quotas were encumbered.
- Tax payment evidence for the capital gains withholding.
- Updated ownership chain up to individuals for the e-BEF.
Since IN DREI 01/2024, foreign parties may sign electronically with advanced or qualified signatures that the Board of Trade can validate, and bilingual documents do not need a sworn translation, except for foreign stamps and apostille seals. See our guide on apostille and sworn translation and on CNPJ for foreign companies.
Capital gains tax on a transfer of quotas
A non-resident that sells quotas of a Brazilian company with a gain is taxed in Brazil. The rates are progressive: 15% on the portion of the gain up to R$ 5 million, 17.5% from R$ 5 million to R$ 10 million, 20% from R$ 10 million to R$ 30 million and 22.5% above R$ 30 million. Sellers resident in low-tax jurisdictions pay 25%. A tax treaty may change the outcome, so check the seller’s country.
Under Law 10,833/2003, article 26, the buyer resident in Brazil, or the buyer’s attorney in Brazil when the buyer is abroad, is responsible for withholding and paying the tax. In other words, an offshore-to-offshore sale of Brazilian quotas still has a Brazilian tax collector, and that person carries the liability. Therefore, buyers usually make the closing conditional on agreed tax calculations and evidence of payment.
For the buyer’s side of a third-party deal, see our guide on buying a company in Brazil.
Updates after registration
| Register | Action | Deadline or trigger |
|---|---|---|
| CNPJ (QSA) | Replace the outgoing quotaholder with the incoming one | Together with or right after the Board of Trade filing, through REDESIM |
| e-BEF | Report new beneficial owners, or confirm no change | Within 30 days of the change |
| SCE-IED | Event only if a Brazilian resident buys or sells and no FX contract was used | Within 30 days |
| Banks | Update KYC and beneficial owners | On receipt of the registered act |
| Powers of attorney | Revoke the outgoing quotaholder’s powers; grant new ones | At closing |
| Seller’s CNPJ | Close or keep the foreign seller’s CNPJ if it has no other assets in Brazil | After closing |
Common mistakes when you transfer quotas
- Buyer not ready: the incoming foreign quotaholder has no CNPJ or representative, so the Board of Trade cannot register the amendment.
- Ignored consent rules: the articles require unanimous consent or first refusal, and one waiver is missing.
- No tax collector: both parties are abroad and nobody in Brazil withholds the capital gains tax.
- Old Central Bank checklist: teams report a non-resident to non-resident transfer as an SCE-IED event, or fail to report a sale to a resident made without FX.
- Forgotten e-BEF: the QSA changes, but the beneficial-owner form does not, risking CNPJ suspension.
- Commercial terms in the amendment: price and warranties copied into the public registry record.
- Encumbered quotas: a registered pledge is not released before the transfer.
- Late filing: the amendment is filed after 30 days and takes effect only from registration.
LegalBR handles quota transfers for foreign groups across all Brazilian states, including the buyer’s CNPJ, resident representation and the downstream filings, as part of our entity management work. Legal and tax opinions remain with your counsel and tax advisers.
Questions investors ask
Can a foreign company buy quotas of a Brazilian Ltda?
Yes. The foreign buyer needs its own CNPJ and a legal representative resident in Brazil with powers to receive service of process. The transfer is made by amendment to the articles filed at the Board of Trade.
Do other quotaholders have to approve a quota transfer?
Under the default rule, a transfer to an existing quotaholder needs no consent, and a transfer to an outsider goes ahead unless holders of more than a quarter of the capital object. The articles can set stricter or looser rules.
Is a quota transfer between two foreign companies reported to the Central Bank?
Not as an SCE-IED event since Resolution BCB 410/2024. The change appears in the company’s next periodic declaration. Transfers involving a Brazilian resident are still reported.
Who pays the tax when both seller and buyer are abroad?
The seller bears the tax on the gain, but the buyer’s attorney in Brazil is responsible for withholding and paying it under Law 10,833/2003, article 26.
When does a quota transfer take effect?
For the company and third parties, from registration of the amendment at the Board of Trade. Filing within 30 days of signature keeps the effects from the signature date.
Is the seller still liable after the transfer?
Yes, for two years after registration the assignor remains jointly liable with the assignee for its obligations as quotaholder. Purchase agreements usually allocate this risk through indemnities.