Contributed By Tauil & Chequer Advogados in association with Mayer Brown
Brazil’s agribusiness sector is a cornerstone of the national economy, contributing significantly to GDP, employment and exports. The sector encompasses a wide range of activities, including crop and livestock production, agro-industrial processing, and the supply of agricultural inputs and services.
The key economic indicators include the following.
Importance to the National Economy
Agribusiness plays a vital role in Brazil’s economic stability and growth, positioning Brazil as a major player in the global food supply chain. It helps to drive rural development, attracts foreign investment and supports food security both domestically and internationally. The sector’s resilience, adaptability and tireless pursuit of efficiency have allowed it to remain strong even during periods of economic uncertainty.
Main Crops in Brazil
Brazil is one of the world’s leading agricultural producers, with its main crops being:
Structure of the Agribusiness Supply Chain
The Brazilian agribusiness supply chain is highly diversified and vertically integrated, comprising the following key segments.
The supply chain benefits from public-private co-ordination and a strong presence of agricultural co-operatives, which helps to integrate production and facilitate access to markets and financing.
Central Role in Brazil’s Trade Balance
Agribusiness plays a fundamental role in Brazil’s international trade. In 2024, agribusiness exports exceeded USD153 billion, representing about 45% of all goods shipped by the country, making it the single largest contributor to Brazil’s trade surplus. This trend has continued into 2025, supported by high global demand.
Leading Export Commodities
Brazil is a world leader in several key agricultural exports, such as soybeans, sugarcane and coffee. These products are primarily exported to major markets such as China, the European Union, the Middle East and the United States. China alone receives more than one third of Brazil’s agribusiness exports, particularly soybeans and meat.
Strategic Importance
The sector not only generates foreign exchange but also enhances Brazil’s geopolitical leverage, particularly in trade negotiations and food security partnerships. Agribusiness has helped Brazil to strengthen commercial ties with emerging markets and diversify its export destinations, despite ongoing logistical and environmental challenges.
National Agricultural Policy Framework
Brazil’s agricultural development is guided by a combination of federal programmes, credit lines and long-term planning instruments, co-ordinated by the Ministry of Agriculture and Livestock (MAPA). The approach focuses on promoting productivity, environmental sustainability, rural development and export competitiveness.
Key Policy Instruments
Plano Safra (Harvest Plan) is the most important annual policy instrument of the Brazilian government. It allocates subsidised credit lines, crop insurance and price support to farmers. The 2024/25 Plano Safra earmarked over BRL400 billion in rural credit, supporting both large-scale and family farming. In recent editions, it has also included dedicated credit lines for low-carbon and sustainable agricultural practices.
The ABC+ Programme (Low-Carbon Agriculture Plan) is designed to foster sustainable practices, providing technical and financial support for activities like no-tillage farming, forest recovery and livestock integration systems. It aligns Brazil’s agricultural policy with its environmental and climate commitments, including the targets under the Paris Agreement.
The National Policy for Family Farming (Pronaf) focuses on smallholders, ensuring differentiated access to credit, technical assistance and markets. It plays a crucial role in rural income generation and food security.
Strategic Objectives
The overarching goals of Brazil’s agricultural policy include:
Overall, Brazil’s agricultural policy blends financial incentives, environmental safeguards and regional planning to sustain the country's role as an important global food supplier.
Foundational Role of the Legal Framework
Brazil’s legal framework for agribusiness finance plays a critical role in enabling access to capital, managing risk and attracting private investment. It supports a wide range of financial instruments tailored to the realities of rural production, from smallholders to large-scale exporters.
Key Legal Instruments and Structures
Rural Credit System (Sistema Nacional de Crédito Rural)
Created by federal law, this system offers subsidised financing to support the development of Brazil’s rural sector. Funds can be used for:
Rural credit is available to rural producers (individuals or legal entities), co-operatives of rural producers, and also to individuals or companies who, while not producers themselves, are engaged in activities such as:
The main funding sources include demand deposits, rural savings accounts, Agribusiness Credit Bills (LCAs), public funds such as BNDES and Constitutional Funds, and the financial institutions’ own resources.
Investment Fund in Agro-Industrial Production Chains (FIAGRO)
This is a relatively new investment fund vehicle designed to channel private capital into agribusiness, including land acquisition, infrastructure and production. It combines flexibility in portfolio allocation with tax advantages for investors.
Broader Impact
This legal architecture supports innovation in rural credit, integrates the sector into the capital markets, and helps mitigate volatility through better risk-sharing mechanisms. It is also crucial in attracting domestic and international investment, reinforcing Brazil’s position as a top global agricultural producer.
Primary Regulatory Authorities
Brazil’s agribusiness sector is overseen by a network of public authorities, each with distinct responsibilities related to production, finance, trade, environmental compliance and sustainability, and food safety.
Ministry of Agriculture and Livestock (MAPA)
MAPA is the central authority responsible for shaping and implementing agricultural policy. Its functions include:
State agricultural and livestock defence agencies
Regulatory authorities operating at the state and municipal levels are responsible for implementing and inspecting regulatory policies applicable to agribusiness activities, including:
Regional Councils of Engineering and Agronomy (CREAs)
The CREAs are regional professional councils under the supervision and co-ordination of the Federal Council of Engineering and Agronomy (CONFEA), and are responsible for:
Brazilian Health Regulatory Agency (ANVISA)
ANVISA enforces federal sanitary regulations applicable to agribusiness activities, including:
National Monetary Council (CMN) and Central Bank of Brazil (BACEN)
The CMN is responsible for setting the overall rules and policies that govern rural credit in Brazil. As a member of the CMN, BACEN supports policy decisions and ensures that financial institutions comply with rural credit regulations. These institutions are responsible for applying the rules in their daily operations with clients. BACEN also monitors the release and use of funds, to verify that rural credit is granted and used in accordance with established standards.
National Land Reform Agency (INCRA)
INCRA manages rural land governance, including:
Brazilian Securities and Exchange Commission (CVM)
CVM regulates and supervises capital markets, including any instrument used to finance agribusiness activities through the capital markets, such as:
Brazilian Institute of Environment and Renewable Natural Resources (IBAMA) and state and municipal environmental agencies
These entities enforce environmental legislation affecting agricultural practices, including:
Brazilian Agricultural Research Corporation (Embrapa)
Embrapa is not a regulator but is rather a state-owned company that plays a strategic role by:
Collaborative Oversight
These agencies often co-ordinate through inter-ministerial councils and task forces to align economic, environmental and social objectives. Their work ensures that Brazil’s agribusiness sector operates under a framework that balances competitiveness with regulatory control.
Civil Law: Contracts and Property
Agribusiness operations in Brazil are deeply rooted in general civil law principles. Contracts govern the relationships between producers, co-operatives, suppliers, traders and financial institutions. Instruments like the Rural Product Note (CPR) and leasing or partnership agreements are grounded in civil obligations and property law.
Real Estate Law: INCRA Restrictions
Agribusiness in Brazil is traditionally targeted by foreign companies. However, there are current restrictions imposed by Law No 5,709 and AGU Opinion 01/2010 that shall be considered by foreign players. Such restrictions relate to the acquisition and lease of rural land (above a certain size) by foreign individuals or entities directly or indirectly controlled by foreigners, which shall be submitted to and approved by INCRA in advance (for details, see 3.2 Foreign Ownership Regulations). As mentioned, these restrictions affect the purchase and lease of rural land; however, there are other real estate structures that are not subject to these restrictions.
Tax Law: Incentives and Sector-Specific Regimes
Agribusiness benefits from several tax exemptions and special regimes intended to encourage investment and ensure food supply. For example:
In addition, co-operatives and small family farms benefit from targeted tax relief. However, litigation frequently arises from the complexity and fragmentation of Brazil’s tax system, particularly regarding federal and state-level obligations.
Environmental Law: Compliance and Sustainability
Agribusiness is one of the most heavily regulated sectors under Brazilian environmental law. Key areas of intersection include:
Therefore, agribusiness regulation in Brazil does not function in isolation; it intersects with multiple legal domains that shape how rural activities are financed, contracted, taxed and regulated environmentally. Legal certainty in these areas is essential for the sector’s continued growth and sustainability.
Zoning and Agricultural Use
Rural land in Brazil must be used in accordance with its designated agro-economic and function, as defined by federal, state and municipal zoning regulations. Landowners are expected to ensure productive use, avoiding abandonment or misuse that may trigger penalties or expropriation procedures under agrarian law.
Land Registration and Title
All rural properties must be registered with the National Rural Environmental Registry (CAR) and the Federal Land Registry (SNCR). Proper title registration is a legal prerequisite for:
Unregistered or irregular rural properties may face legal challenges, including restrictions on financing, commercialisation, benefitting from tax exemptions/special regimes or participating in public policies.
Legal Restrictions on Foreign Ownership/Lease of Rural Land
Brazil imposes significant legal restrictions on the foreign ownership or leasing of rural land (either directly or indirectly). Under Law No 5,709/1971, as interpreted by legal opinions from the Federal Attorney General (notably AGU Opinion LA-01/2010), foreign individuals and entities – or Brazilian companies directly or indirectly controlled by foreign capital – face limitations on the following.
These rules apply even when the foreign interest is indirect, such as through majority control of a Brazilian legal entity.
No Broad Prohibition on Agribusiness Assets
It is important to note that there are no general legal restrictions on foreign ownership or lease of agribusiness companies or assets other than rural land. Foreign investors may freely acquire shares in companies that operate in food processing, logistics, exports and inputs, provided that the activity does not involve rural land ownership or lease that falls under the restricted categories.
Legislative Trends
There have been repeated attempts to modernise or relax these restrictions through new legislation, especially to encourage foreign investment in sustainable agriculture. However, as of 2025, the current framework remains in place, and any acquisition or lease of rural land by foreign interests (directly or indirectly) requires careful legal structuring and prior review.
In short, while foreign participation in agribusiness operations is generally permitted, the ownership or leasing of rural land remains tightly regulated and subject to scrutiny.
Forest Code Compliance
The Brazilian Forest Code (Law No 12,651/2012) is the primary environmental framework for rural properties. It requires landowners to maintain two key types of preserved areas:
Compliance with the Forest Code also involves the registration of rural properties in the Environmental Rural Registry (CAR) and, in some cases, the implementation of an Environmental Regularisation Programme (PRA). These instruments are essential for demonstrating legal compliance and accessing rural credit.
Licensing and Environmental Impact
Larger agribusiness operations – such as grain storage facilities, livestock feedlots or agro-industrial processing plants – often require environmental licensing. This process is managed at the state level and may involve:
Failure to obtain the proper licences can result in fines, embargoes and criminal liability. In certain cases, licensing may be subject to federal jurisdiction (eg, when impacting federal protected areas or indigenous lands), and recent developments indicate a growing integration between environmental licensing and climate policy, especially in the context of land use change and emissions control.
Use of Agrochemicals and GMOs
Producers must comply with strict rules for the registration, storage and application of pesticides and agrochemicals. Only products approved by federal regulators (MAPA, ANVISA and IBAMA) can be used. Similar controls apply to genetically modified organisms (GMOs), which require prior authorisation and proper labelling.
Brazil does not define “agribusiness” explicitly in legislation. Instead, the term is used in policy documents and economic analyses to cover the full value chain. Thus, in legal practice, “agribusiness” is interpreted functionally to include all economic agents involved in agricultural value chains, whether producing inputs and agricultural products, transforming raw materials and agricultural products, or distributing food and fibre products.
Definition of “Rural Producer”
There is no specific statutory definition of “rural producer” for regulatory or financial purposes in Brazil, but the concept is recognised in practice, with individuals or entities engaged in rural activities – such as agriculture, livestock, forestry, aquaculture and associated processing – being treated as “rural producers”. Eligibility for credit, taxation and environmental norms typically depends on that functional classification, rather than a codified legal definition.
Use of Economic and Industry Classification Systems
Brazil relies on tools like National Classification of Economic Activities (CNAE) to classify and regulate economic activities tied to agribusiness. The CNAE codes determine how tax authorities, statistical agencies and financial institutions categorise businesses.
These classifications provide a practical framework for identifying who qualifies for rural credits, environmental registration and sectoral support, filling the definitional gaps in the formal legal framework.
Regulatory Inconsistencies and Legal Fragmentation
There are notable inconsistencies across legal and regulatory instruments in Brazil regarding key agribusiness definitions, particularly around the concept of the “rural producer”.
While tax authorities such as the Federal Revenue rely on economic activity codes (CNAE) and provide tax-oriented classifications, financial and regulatory authorities like BACEN, CVM and BNDES often adopt different standards for assessing eligibility and require specific registrations and/or approval processes in the context of credit, capital markets and subsidised programmes. For example, CVM analyses the CNAE, the company's corporate purpose and whether the company's financial revenues originate from the agribusiness sector. In addition to inconsistency, the criteria used are constantly changing.
Practical Implications
Differing eligibility criteria
A producer may qualify for tax exemptions or rural credit benefits under one regulatory framework, but be ineligible for securitisation or capital market instruments under another one. In addition, its qualification directly affects the financing structure through the capital markets, which may result in additional obligations and risks of questioning by the regulatory agency.
Contractual risk
This fragmentation forces market participants to include detailed contractual representations, obligations and legal opinions to mitigate disputes over eligibility and compliance.
These inconsistencies and constant changes hinder legal certainty, raise transaction costs and may deter financial innovation, particularly in structured finance and foreign investment. As Brazil modernises its agribusiness sector, harmonising definitions across tax, financial and environmental regulations is widely viewed as a necessary next step to reduce legal risk and enhance investment flows.
Brazil has developed a sophisticated system of credit and financing instruments tailored specifically to agribusiness. These tools are used by both small and large producers, as well as co-operatives and trading companies, and serve to finance production cycles, infrastructure, equipment and commercial transactions.
Main Instruments
Rural Product Note (CPR)
The CPR is Brazil’s most iconic agribusiness instrument. It is a credit note that guarantees payment through the future delivery of agricultural products (physical CPR) or their monetary equivalent (financial CPR). Widely accepted by banks, co-operatives, trading companies and investors, CPRs are also used in barter transactions and securitisation.
Agribusiness Credit Rights Certificate (CDCA)
The CDCA is a nominative credit bond that can be freely traded, representing expected cash payments related to credit rights originating from business carried out between rural producers (or their co-operatives) and third-parties, including financing or loans. It can also be distributed in a public offering.
Rural Credit (Crédito Rural)
Governed by the National Rural Credit System, these are subsidised loans provided through public and private banks, primarily funded by demand deposits, rural savings accounts, Agribusiness Credit Bills (LCAs) and public resources such as the National Treasury, BNDES and Constitutional Funds. Loans may support production, commercialisation, investment and infrastructure.
Rural Promissory Notes (Nota Promissória Rural) and Rural Duplicates (Duplicata Rural)
These are traditional commercial credit instruments used to formalise payment obligations between private parties. They are less common in large operations, but remain useful in regional and short-term transactions.
Export-oriented agribusinesses in Brazil rely on a range of financing instruments to support production, to smooth working capital cycles and to remain competitive in global markets. These tools provide liquidity both before and after shipment, helping exporters fund operations, accelerate receivables and manage foreign exchange exposure.
Pre-Shipment Financing Strategies
Pre-export financing plays a critical role in bridging the gap between planting or processing and the receipt of export proceeds. The most widely used instrument is the Advance on Exchange Contract (ACC), which allows a bank to advance up to 100% of the export contract’s value in local currency. The exporter receives immediate funds to cover input costs, logistics and freight, while also locking in the exchange rate. The loan is repaid using export proceeds, typically within 360 days.
The Pre-Payment Facility is another important tool. It involves offshore financing, usually in US dollars or Euros, provided by an international bank or importer and secured by future deliveries. Funds are paid directly to the Brazilian exporter and can cover the full production cycle at internationally competitive rates.
In addition to bank-led instruments, development banks offer subsidised credit lines. One example is BNDES Exim Pré-embarque Indireto, which finances the production of goods intended for export. In this model, the exporter applies for financing through a BNDES-accredited financial institution. Once approved and validated by BNDES, funds are released to support the manufacturing process. The exporter fulfils the export commitment and repays the loan through the same financial intermediary.
BNDES also offers direct pre-shipment financing under the Exim Pré-embarque line, which supports on-farm or industrial investments linked to confirmed export orders. Another relevant tool is the PROEX Financing programme, which allows pre-shipment disbursements and is particularly useful for small and medium-sized enterprises that lack access to traditional credit.
Post-Shipment and Receivables Finance
Post-shipment financing includes the Advance on Delivered Exchange (ACE), where banks advance the invoice value once goods are shipped, improving cash flow while the foreign buyer settles payment. Exporters may also use Export Credit Notes (NCEs), which are domestic loans backed by future export receivables. These are frequently used by trading companies that consolidate and ship large volumes of agricultural commodities.
Among public post-shipment options, the BNDES Exim Crédito à Exportação Pós-Embarque programme offers tailored financing solutions for Brazilian goods and services. This includes lines for manufactured goods, services associated with export projects, and aircraft and aircraft engines. There is also a streamlined option through the discount of letters of credit issued by foreign banks accredited by BNDES.
These financing tools are essential to the competitiveness of the Brazilian agribusiness activities. They provide timely liquidity, reduce risk, improve pricing conditions and allow exporters to operate efficiently across long production and trade cycles.
Brazil has built a robust legal and regulatory framework to connect agribusiness with capital markets. This evolution has allowed producers, co-operatives and agribusiness companies to access long-term advantageous private financing beyond traditional rural credit lines.
Main Instruments
Agribusiness Receivables Certificates (CRAs) are fixed-income securities backed by receivables from rural production, such as CPRs or supply contracts. Issued by securitisation companies and regulated by CVM, CRAs allow institutional and retail investors to fund the sector indirectly.
Agribusiness Credit Bills (Letra de Crédito do Agronegócio – LCA) are fixed-income securities issued by financial institutions to fund agribusiness activities, and are highly attractive in the retail market. The funds raised must be allocated to rural credit portfolios.
Strategic Role in Agribusiness Finance
Investment funds and securitisation have become critical components of Brazil’s agribusiness financing ecosystem. They enable the aggregation of capital from diverse investors and the transformation of agricultural receivables into tradable, lower-risk instruments. This broadens access to cheaper funding, especially for mid-sized producers and supply-chain operators who might otherwise struggle to secure long-term or structured credit.
Investment Funds
FIAGRO
FIAGRO is a dedicated vehicle designed to channel public and private capital into all segments of the agribusiness chain. FIAGRO may be broken down into three categories, depending on the allocation of the assets raised, as follows:
FIAGRO funds are regulated by CVM and offer favourable tax treatment for individual investors, provided that certain conditions are met (WHT reduced rate or zero on income and/or gains). They have opened the door for long-term investment in land, infrastructure and supply-chain development, while giving retail and institutional investors exposure to the sector’s growth.
Securitisation Vehicles
Agribusiness Receivables Certificates
Securitisation companies pool credit rights – often arising from debt security (such as financial CPRs, CDCA and debentures) or other receivables originated from agribusiness activities (such as supply contracts or rural leases) – and issue CRAs to be acquired by capital markets investors. These credit rights are commonly backed by:
CRAs are exempt from WHT for individual investors (income) and increasingly include credit enhancements, ESG criteria and even cross-border participation.
Collateral and guarantees are essential in Brazilian agribusiness finance to manage credit risk, attract private capital and comply with lending regulations. Brazil has developed a variety of legal and contractual mechanisms to secure obligations and support both bank lending and capital markets transactions, some tailored to rural dynamics and others borrowed from corporate finance.
Common Types of Collateral
The following types of collateral are most frequently used in the market.
Agribusiness Guarantee Fund (Fundo Garantidor do Agronegócio)
The Agribusiness Guarantee Fund is a public-private guarantee fund responsible for backing rural credit operations, particularly for family farming and climate-resilient practices, thus helping producers to access both subsidised and market-based financing options.
Legal advisers play a central role in structuring agribusiness transactions in Brazil, given the sector’s regulatory complexity and contractual sophistication. They not only draft and negotiate key documents but also ensure that transactions are legally sound, tax-efficient and enforceable in both domestic and cross-border contexts.
Key Functions in Transaction Planning and Execution
The key functions of legal advisers are as follows.
Legal opinions are critical tools in building market confidence and ensuring the legal validity and enforceability of agribusiness finance structures in Brazil. They serve as formal assessments by legal counsel on key elements of a transaction, particularly when complex collateral, securitisation or cross-border elements are involved.
Core Contributions to Transaction Success
The core contributions of legal opinions are as follows.
Market Impact and Standardisation
As agribusiness finance becomes more sophisticated and corporate governance improves in the sector, legal opinions have also contributed to the standardisation and scalability of market practices. They help to establish precedents for novel structures – such as FIAGROs or ESG-linked CRAs – and enable broader adoption by institutional investors.
Due diligence is a cornerstone of any well-structured agribusiness financing. It ensures that the borrower, collateral and transaction structure comply with applicable laws and pose no hidden legal or regulatory risks. Given the rural and often informal context of many agribusiness operations in Brazil, legal due diligence plays a particularly vital role in uncovering and mitigating operational and documentation gaps.
Key Areas of Legal Diligence
The key areas are as follows.
In Brazilian agribusiness transactions, legal practices are central to how commercial, regulatory and operational risks are identified, allocated and mitigated.
Key Legal Tools for Risk Allocation
The key tools to determine risk allocation are as follows.
Risk-Shifting in Capital Markets Structures
In securitised instruments like CRAs or FIAGROs, legal teams build multi-layered risk allocation through:
These structures legally reallocate market, credit and operational risks among originators, investors and intermediaries.
Brazil’s tax regime for agribusiness is shaped by a mix of federal, state and municipal rules. While complex, it includes targeted exemptions and simplified regimes intended to encourage rural production and food security. Tax treatment varies based on the legal form of the producer (individual v legal entity), the activity performed and the location of operations.
Key Federal Taxes
The main federal taxes are as follows.
Indirect and Transactional Taxes
Value-Added Tax (ICMS) is administered by states and applies to the sale and circulation of goods, including agricultural products. However, many basic food items and exports are exempt or subject to reduced rates. Producers may also benefit from special ICMS agreements (convênios) or deferred payment structures.
Tax on Industrialised Products (IPI) applies to agro-industrial operations but is typically exempt when products are sold in natura (eg, grains, fruits or raw meat). Processing activities may trigger liability, depending on the transformation level.
Rural Land Tax (ITR) is an annual tax charged on rural landowners based on land size and productivity. Properties used efficiently may qualify for reduced rates.
Federal VAT (Tax Reform)
There are several bills on tax reforms subject to the Brazilian Congress vote, which may alter tax on goods and services, including agribusiness. Supplementary Law 214/2025 provides a complete change in the consumption taxation system, which would replace the IPI, PIS and COFINS (three federal taxes), the ICMS (state tax) and the ISS (municipal tax) with a single new Tax on Operations with Goods and Services (IBS) that would be levied on consumption, including agribusiness.
In addition, the tax reform proposes the creation of the Social Contribution on Operations of Properties and Services (CBS), to replace the PIS and COFINS federal contributions.
Brazil offers a range of tax incentives and subsidies aimed at supporting agribusiness competitiveness, reducing costs for rural producers, and encouraging investment across the agricultural value chain. These incentives apply at the federal, state and municipal levels, and benefit both smallholders and large-scale enterprises.
Key Tax Incentives
The key incentives are as follows.
Rural-Specific Subsidies and Incentives
There are also certain incentives that are specific to rural producers, as follows.
In Brazil, the tax treatment of financial and capital market instruments used in agribusiness varies depending on the type of instrument, the profile of the investor and the regulatory classification. The tax regime aims to incentivise investment in the sector – particularly by individuals – while preserving fiscal oversight through withholding and reporting obligations.
Instruments with Tax Exemption for Individuals
The following details should be noted for the relevant instruments.
Taxation of Traditional Credit Instruments
The following taxation applies.
Tax on Transactions and Collateral
IOF (Financial Transactions Tax) may apply to short-term operations or foreign exchange contracts linked to export finance, although agricultural exports often benefit from reduced or zero IOF rates.
Collateral registration and transfer (eg, fiduciary transfer of land or pledges) may incur notarial and registry fees, and in some cases ITBI (transfer tax) when ownership is effectively transferred.
General Enforcement Framework
In Brazil, agribusiness agreements are governed by the Civil Code and the Code of Civil Procedure, with strong legal protection for private autonomy and contractual freedom, particularly when the agreement is executed between legal entities. Courts routinely uphold obligations in rural credit agreements, supply contracts and collateral instruments, provided they meet formal requirements and comply with public policy.
Judicial Enforcement
In these proceedings, the creditors may request the seizure of assets (including the issuance of a court order for search and seizure), the freezing of bank accounts and/or the auction of collateral, all subject to judicial oversight.
Out-of-Court and Accelerated Enforcement
Arbitration
While less common in small-scale rural contracts, arbitration is increasingly used in high-value agribusiness transactions, particularly when involving corporate players, export contracts or foreign investment. Brazilian law fully supports arbitration, and arbitral awards (including foreign ones) are enforceable before national courts.
General Trend: Litigation Still Predominates
In Brazil, litigation remains the most common method for resolving agribusiness disputes, particularly among small and mid-sized producers, co-operatives and local financial institutions. This preference is driven by factors such as lower perceived costs, familiarity with the judicial system, and the routine enforceability of contracts like CPRs and rural credit notes through executory civil actions. Moreover, the judiciary is the only authority vested with coercive power (poder coercitivo), which reinforces its central role in enforcing obligations, compelling performance and ensuring asset recovery when voluntary compliance fails.
Growing Use of Arbitration in Complex Deals
However, arbitration is gaining ground, especially in high-value, cross-border or capital markets transactions involving:
These contracts often contain arbitration clauses, with proceedings administered by institutions such as the Arbitration Chamber of the International Chamber of Commerce (ICC), Centro de Arbitragem e Mediação da Câmara de Comércio Brasil Canadá(CAM-CCBC), the Brazilian Centre for Mediation and Arbitration (CBMA) or arbitration chambers linked to commodities exchanges.
Brazil provides a robust legal framework for creditor protection in agribusiness, with several mechanisms that enable efficient enforcement of collateral and minimise credit risk. These tools are especially important in a sector where weather, market volatility and land tenure uncertainty can affect repayment.
Key Enforcement Mechanisms
Extrajudicial foreclosure (Alienação Fiduciária)
The fiduciary transfer of ownership – used for both movable and immovable assets – allows creditors to repossess and sell collateral without court intervention, as long as the contract and registration meet the legal requirements. This mechanism is widely used for rural machinery, vehicles and land in structured finance. The Brazilian Supreme Federal Court (STF) recently confirmed the legality of the extrajudicial recovery of assets (General Repercussion for Broad Legal Impact No 982).
Pledge enforcement (Penhor Rural)
Pledges over crops, livestock, equipment or inventory can be enforced through judicial foreclosure, where the court orders the seizure and sale of the asset. Proper registration in the appropriate registry (eg, Deeds and Documents or Central Collateral Registry) is essential for enforceability and priority.
Warehouse receipts (CDA/WA)
These documents represent title to stored agricultural products and can be transferred or pledged as collateral. They offer strong legal protection and streamlined enforcement through asset seizure or transfer in case of default.
Judicial enforcement of enforceable titles
Instruments such as CPRs, promissory notes and registered credit contracts are deemed extrajudicially enforceable titles under the Civil Procedure Code, alongside contracts that establish liquid, certain and enforceable obligations (as long as they are signed by the parties and two witnesses). This allows creditors to initiate enforcement proceedings directly, bypassing lengthy ordinary lawsuits (ie, lawsuits aimed at ruling on the merits in advance).
Legal Treatment of Uncompleted Agribusiness Transactions
Disputes arising from uncompleted or partially performed agribusiness transactions are typically handled under Brazil’s general contract and civil liability rules, which emphasise good faith, proper documentation and the equitable allocation of risk. The approach depends heavily on whether the agreement was executed and whether either party acted in accordance with the expected performance.
Common Dispute Scenarios and Legal Responses
Breach of preliminary agreements
If a memorandum of understanding, term sheet or intent letter was signed, Brazilian courts will assess whether it created binding obligations.
If terms were sufficiently specific and one party acted in reliance on them (eg, made purchases or planted crops), Brazilian courts may award the specific performance, the delivery of goods (if applicable) and compensation for losses, even if the full contract was not concluded. If the documents were non-binding, claims may be limited to the recovery of direct costs or reputational harm.
Failure to deliver or accept goods
In supply agreements (eg, soy, corn, cattle), if delivery or acceptance fails without justification, the aggrieved party may:
Withdrawal from credit operations
If a financing arrangement (eg, rural loan or CPR issuance) is revoked after partial disbursement or formalisation, courts may evaluate whether the lender or borrower acted abusively or in bad faith. Liability may include return of funds, interest or indemnification.
Recent Legal and Regulatory Developments
New agrochemical regulation
Federal Law No 15.070/2024 launched a comprehensive regulatory framework for bio-inputs that addresses their full lifecycle, from production to disposal. This aims to promote sustainable agriculture and stimulate bio-input innovation.
Pesticide Law implementation gaps
After Law No 14.785/23 reformed pesticide regulation, implementing agencies have yet to issue the required regulations. This legal uncertainty has left importers and producers in a “bureaucratic labyrinth”, prompting administrative and judicial challenges.
“Self-Control Law” procedures
New Federal Decree No 12.502/2025 regulates Law No 14,515/2022 (“Self-Control Law”) by establishing unified procedures for agricultural and livestock inspections, aiming to bring legal certainty, transparency and efficiency to enforcement processes involving producers and agro-industrial establishments.
Brazilian Emissions Trading System (SBCE)
Law No 15,042/2024 established the Brazilian Emissions Trading System (SBCE), creating a regulated carbon market with sectoral emissions caps and allowance trading. Although primary agricultural production is currently excluded from the scope of the framework, other agribusiness-related sectors, such as agro-industry, may be subject to its provisions. Implementation of the system will depend on upcoming regulations.
Tax reform with agribusiness safeguards
Constitutional Amendment No 132/2023 and subsequent laws (eg, Supplementary Law 214/2025) introduced new VAT-style taxes (IBS/CBS), but provided exemptions for basic food products, inputs and small-scale rural producers. The reform also included deferrals to boost rural producers’ liquidity.
CVM guidance on FIAGRO funds
In April 2025, CVM published Joint Circular Letter No 1/2025, to clarify income distribution standards for FIAGRO investment funds and align regulatory expectations under the new fund regime.
In June 2025, CVM published Circular Letter CVM/SSE No 03/2025, providing guidelines on the application of regulations relating to other investment funds to FIAGRO.
Upcoming Reforms and Policy Proposals
Civil Code Reform (Bill 4/2025)
This proposed overhaul of Brazil’s Civil Code would modernise over 1,200 articles, including those on contract obligations and damages, potentially impacting agribusiness contract frameworks.
General Environmental Licensing Law (LGLA, Bill 2.159/21)
This is a federal initiative to streamline licensing for infrastructure and agricultural projects by introducing new licensing mechanisms, such as self-declaration processes. The bill has passed in the Brazilian National Congress amid broad public criticism and now awaits Presidential sanction.
Brazil’s agribusiness market has shown strong resilience in 2025, adapting to high interest rates and global uncertainties with increased reliance on capital markets and structured finance. Producers and trading companies are turning to instruments like CRAs, LCAs and FIAGROs to secure more flexible and long-term funding.
Investor confidence remains high, driven by strong harvests, favourable export demand and Brazil’s global leadership in commodities such as soybeans, corn and beef. However, concerns about regulatory instability, environmental pressure and currency volatility are prompting more cautious due diligence, especially from institutional and ESG-focused investors.
Market Drivers and Investor Confidence
Resilient growth despite rate tightening
Q1 2025 saw Brazil’s GDP rise by 1.4%, largely driven by agribusiness, which grew over 12% – a testament to strong harvests and export demand, especially for soybeans. Record crop values and growing export volumes are bolstering investor optimism.
Surge in agribusiness-linked capital instruments:
Demand for CRAs, LCAs, FIAGROs and credit-linked funds is robust:
These flows reflect broad investor appetite for agribusiness-backed returns and structured finance.
ESG considerations are rapidly becoming central to the future of agribusiness in Brazil, influencing everything from financing eligibility to market access and corporate reputation. As global buyers, investors and regulators impose stricter sustainability expectations, Brazilian producers and agribusiness companies are being pushed to align with ESG standards or risk exclusion from key markets and capital flows.
Key ESG Drivers
The key drivers are as follows.
Market Response and Implementation
Large agribusinesses are incorporating sustainability certifications, carbon accounting and biodiversity monitoring in order to meet international standards. Some are issuing ESG-linked bonds or investing in regenerative agriculture projects.
Mid-sized and small producers, however, face challenges in adapting due to technical barriers and limited financial resources. As a result, access to ESG-linked finance often remains concentrated in the upper-market segments.
Outlook
ESG is no longer a peripheral concern in Brazilian agribusiness: it is becoming a core requirement for long-term competitiveness, particularly in export-driven sectors like soybeans, beef and coffee. Companies that invest in sustainable practices and transparent governance are more likely to attract financing, enter high-value markets and withstand regulatory scrutiny. Conversely, those that lag may face higher costs of capital, trade exclusion and increasing legal exposure. Looking ahead, ESG integration will likely deepen through nature-based solutions, climate risk disclosures and supply chain due diligence.
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