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Selling quotas or shares of a Brazilian company as a foreign seller

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Last verified: 2026-10-27 · Status: Stable

A foreign investor exits most often by selling its quotas (Ltda.) or shares (S.A.). The transfer is a registry act: a Ltda. sale counts only once the amendment is filed at the Junta Comercial, and the seller stays jointly liable for two years. The gain is taxed in Brazil at 15 to 22.5 percent (25 percent from favored tax jurisdictions), withheld by the buyer or by a foreign buyer's attorney in Brazil, and the sale may need a Central Bank record within 30 days.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.3346 per US dollar for 27 October 2026 (PTAX had moved from 5.0377 on 23 October to 5.5007 on 26 October). Conversions are for orientation only; the rate on the day of each FX contract will differ.

Key facts

Ltda. quota sale to an outsider is blocked if holders of more than this share of capital object (absent a contract clause)	25 % of capitalCivil Code art. 1.057, as of 2026-10-27 · in force
Selling partner's joint liability after the quota sale is registered	2 yearsCivil Code art. 1.003 sole paragraph, as of 2026-10-27 · in force
Window for labor suits reaching a partner who has left	2 yearsCLT art. 10-A, as of 2026-10-27 · in force
Days to file an act at the Junta Comercial for effects from signature	30 daysLei nº 8.934 art. 36, as of 2026-10-27 · in force
Top bracket on a non resident's capital gain (above R$30,000,000)	22.5 %Lei nº 9.249 art. 18; Lei nº 8.981 art. 21 IV, as of 2026-10-27 · in force
Withholding agent when both seller and buyer are abroad	Buyer's attorney in Brazil Lei nº 10.833 art. 26, as of 2026-10-27 · in force
Deadline to declare a sale to a resident settled without an FX contract (US$100,000 or more)	30 daysResolução BCB nº 278 arts. 32 II and 36 VI, as of 2026-10-27 · in force

The rule

1. Selling quotas of a Ltda. Unless the articles say otherwise, a partner may sell quotas to another partner freely, and to an outsider unless holders of more than one quarter of the capital object. The sale binds the company and third parties only from registration of the instrument signed by the consenting partners, so the buyer is not a partner, and the seller is not out, until the amendment is filed at the Junta Comercial.
Cost to do it: Junta Comercial fee for the amendment: R$273.55 (about US$51) in São Paulo in 2026, R$218.99 for a company classed as ME or EPP (Portaria JUCESP nº 146/2025, item 2 and 2.1); legal fees for the quota purchase agreement are extra and set by the market.Lei nº 10.406 of 10 January 2002 (Civil Code), Art. 1.057 caput and sole paragraph, 2002-01-10 official text · verified 2026-10-27

2. For two years after the amendment is registered, the selling partner stays jointly liable with the buyer, toward the company and third parties, for the obligations the seller had as a partner. Until the amendment is registered, the transfer has no effect toward the other partners and the company.Lei nº 10.406 (Civil Code), Art. 1.003 caput and sole paragraph; art. 1.057 sole paragraph, 2002-01-10 official text · verified 2026-10-27

3. Selling shares of a closed S.A. Ownership of registered shares is presumed from the Registered Shares book, and a transfer is made by a term in the Share Transfer book, dated and signed by seller and buyer. The bylaws of a closed company may restrict share transfers (for example rights of first refusal) only if they regulate them in detail and do not prevent the sale or leave the shareholder to the discretion of management or the majority; a restriction added by amendment binds only shareholders who expressly agreed to it.Lei nº 6.404 of 15 December 1976 (Corporations Law), Art. 31 caput and § 1 (wording of Lei nº 10.303 of 31 October 2001); art. 36, 1976-12-15 official text · verified 2026-10-27

4. Registry timing. Acts filed at the Junta Comercial within 30 days of signature take effect from the signature date; filed later, they take effect only from the registry decision. An amendment of a Ltda. is decided by a single examiner within 2 business days of receipt, failing which the interested party may require it to be treated as filed.Lei nº 8.934 of 18 November 1994, arts. 36 and 42 § 2 (§ 2 added by Lei nº 13.874 of 20 September 2019), Arts. 36 and 42 § 2, 1994-11-18 official text · verified 2026-10-27

5. Capital gains tax on a foreign seller. A non resident's gain on assets located in Brazil, including quotas and shares of a Brazilian company, is computed and taxed under the rules for residents, at 15 percent on the part of the gain up to R$5,000,000, 17.5 percent from R$5,000,000 to R$10,000,000, 20 percent from R$10,000,000 to R$30,000,000 and 22.5 percent above R$30,000,000. A seller resident in a favored tax jurisdiction (Lei nº 9.430 art. 24) pays 25 percent on the gain.
Example: Gain of R$18,000,000 on the progressive scale: R$3,225,000 of tax. / About US$604,544 of tax on a gain of about US$3,374,199.Lei nº 9.249 of 26 December 1995, art. 18; Lei nº 8.981 of 20 January 1995, art. 21 as worded by Lei nº 13.259 of 16 March 2016; Lei nº 10.833 of 29 December 2003, art. 47, Lei nº 9.249 art. 18; Lei nº 8.981 art. 21 items I to IV; Lei nº 10.833 art. 47, 2016-03-16 official text · verified 2026-10-27

6. Selling in slices does not reset the brackets: from the second sale of parts of the same asset, if made by the end of the calendar year after the first sale, the gain is added to the earlier gains to find the rate, and the tax already paid is deducted.Lei nº 8.981, art. 21 § 3 (added by Lei nº 13.259 of 16 March 2016), Art. 21 § 3, 2016-03-16 official text · verified 2026-10-27

7. Who withholds. The buyer resident in Brazil, or the buyer's attorney in Brazil when the buyer is resident abroad, is responsible for withholding and paying the income tax on the gain of a non resident seller of assets located in Brazil. A sale between two foreign parties is therefore still taxed in Brazil, through the buyer's attorney.Lei nº 10.833 of 29 December 2003, Art. 26, 2003-12-29 official text · verified 2026-10-27

8. Labor tail for the seller. A partner who leaves answers subsidiarily for the company's labor obligations from the period in which the partner was a member, only in lawsuits filed up to two years after the amendment is registered, and only after the company and the current partners; the seller answers jointly with the others if fraud in the transfer is proven.Decreto-Lei nº 5.452 of 1 May 1943 (CLT), art. 10-A, added by Lei nº 13.467 of 13 July 2017, Art. 10-A items I to III and sole paragraph, 2017-07-13 official text · verified 2026-10-27

9. Central Bank record. When the price is paid through an FX contract, the transfer is captured in SCE-IED from the FX system. A sale to a resident settled without an FX contract (paid abroad or in reais in Brazil) of US$100,000 or more must be declared by the Brazilian company within 30 days. Transfers of quotas or shares between non residents were removed from the list of events to declare from 1 October 2024.Resolução BCB nº 278 of 31 December 2022, as amended by Resoluções BCB nº 348/2023 and nº 410 of 11 September 2024, Art. 32 items I and II; art. 35; art. 36 caput, item III (revoked) and item VI, 2022-12-31 official text · verified 2026-10-27 · changed: Resolução BCB nº 410 of 11 September 2024 revoked, from 1 October 2024, the separate duty to declare transfers of quotas or shares between non residents and folded sales to residents into art. 36 item VI.

Part of the gain	Rate	Tax on a full bracket
Up to R$5,000,000	15%	R$750,000 (about US$140,592)
R$5,000,000 to R$10,000,000	17.5%	R$875,000 (about US$164,024)
R$10,000,000 to R$30,000,000	20%	R$4,000,000 (about US$749,822)
Above R$30,000,000	22.5%	Open ended
Seller in a favored tax jurisdiction	25% on the whole gain	Flat

Capital gains tax on a non resident's sale of Brazilian quotas or shares (Lei nº 8.981 art. 21 via Lei nº 9.249 art. 18; Lei nº 10.833 art. 47).

Worked example

A foreign parent outside any favored tax jurisdiction sells all quotas of its Ltda. for R$30,000,000 (about US$5,623,664). Its tax cost is R$12,000,000, so the gain is R$18,000,000 (about US$3,374,199). Tax: R$750,000 on the first R$5,000,000, R$875,000 on the next R$5,000,000 and R$1,600,000 at 20 percent on the remaining R$8,000,000, total R$3,225,000 (about US$604,544), an effective 17.9 percent. The Brazilian buyer, or the attorney of a foreign buyer, withholds it (Lei nº 10.833 art. 26) and the seller nets R$26,775,000 (about US$5,019,120). From a favored tax jurisdiction the tax would be R$4,500,000 (about US$843,550). A tax treaty with the seller's country may change the result.
Registry and record cost: the quota transfer amendment costs R$273.55 at JUCESP (about US$51); filed within 30 days of signing, it takes effect from signature (Lei nº 8.934 art. 36). If the price is paid abroad to the seller by a Brazilian resident buyer, the company declares the sale in SCE-IED within 30 days (Resolução BCB nº 278 art. 36 VI).

Step by step

1. Read the articles of association or bylaws and any shareholders' agreement for rights of first refusal, tag along and drag along clauses; absent clauses, Civil Code art. 1.057 gives holders of more than 25 percent a veto over a sale to an outsider in a Ltda.
2. Agree the tax cost basis in writing with the buyer: the buyer (or its attorney) withholds and pays, so it needs the seller's acquisition cost evidence (capital contributions registered in SCE-IED, purchase contracts) before closing.
3. Sign the quota purchase agreement and the amendment to the articles (Ltda.) or the transfer term in the Share Transfer book (S.A.); in a Ltda. the consenting partners sign the instrument (Civil Code art. 1.057 sole paragraph).
4. File the amendment at the Junta Comercial within 30 days of signing (Lei nº 8.934 art. 36); a single examiner decides within 2 business days (art. 42 § 2). Update the partners' list (QSA) of the CNPJ through Redesim.
5. Pay the price: through an FX contract the remittance is captured in SCE-IED automatically; if paid abroad by a resident buyer or in reais in Brazil, the company declares the sale within 30 days when it is US$100,000 or more (Resolução BCB nº 278 arts. 32, 35 and 36).
6. Keep a two year diary: the seller's joint liability for partner obligations (Civil Code art. 1.003) and the labor claims window (CLT art. 10-A) both run for two years from registration.
Realistic timeline: signing to registered amendment in one to two weeks when the documents follow the DREI standard; diligence and price negotiation set the real pace.

Common traps

Buyer abroad, tax still due. The tax applies whoever the buyer is; when the buyer is abroad, its attorney in Brazil is the withholding agent (Lei nº 10.833 art. 26). Sellers who skip this leave a liability for the buyer's attorney and a dispute in diligence.
Selling in tranches to stay at 15 percent. Sales of parts of the same holding until the end of the next calendar year are added together for the rate (Lei nº 8.981 art. 21 § 3).
Holding through a favored tax jurisdiction. The rate becomes 25 percent on the whole gain (Lei nº 10.833 art. 47).
Unregistered transfer. A quota sale not filed at the Junta Comercial has no effect toward the company and the other partners (Civil Code art. 1.003), and filed after 30 days it takes effect only from the registry decision (Lei nº 8.934 art. 36).
Walking away from the two year tail. The seller of quotas answers jointly for partner obligations for two years (Civil Code art. 1.003) and subsidiarily for labor claims filed within two years (CLT art. 10-A); price retentions or escrow are the usual protection.
Argentine counterparties. When the seller or buyer is in Argentina, check the Brazil and Argentina tax treaty and the Argentine side of the deal at a high level before pricing; see the Argentine guide at theargentinethread.com/guide/.

Sources

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