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Debentures, commercial notes and bank credit notes in Brazil: how companies borrow locally

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

An S.A. borrows in the local market mainly through debentures, which its board or officers can now approve when they are not convertible, while Ltdas. and cooperatives use the nota comercial, a book entry note that can be enforced without court proceedings on the merits. Debentures distributed in the market need a fiduciary agent for the holders, and holders vote in their own meetings. Bank loans are usually documented as a cédula de crédito bancário, which can even be issued to a foreign lender if Brazilian law and courts govern it.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.3346 per US dollar for 27 October 2026. Conversions are for orientation only.

Key facts

Body that may approve non convertible debentures	Board of directors or executive officers unless bylaws provide otherwise Lei nº 6.404 art. 59 § 1, as of 2026-10-27 · in force
Holding needed for debenture holders to call a meeting	10 % of outstanding debenturesLei nº 6.404 art. 71 § 1, as of 2026-10-27 · in force
Entities that may issue a nota comercial	S.A., Ltda. and cooperatives Lei nº 14.195 art. 46, as of 2026-10-27 · in force
Bank credit note in favor of a foreign lender	Allowed, also in foreign currency, if governed by Brazilian law and courts Lei nº 10.931 art. 26 §§ 1 and 2, as of 2026-10-27 · in force

The rule

1. A company may issue debentures giving holders a credit right against it on the terms of the issue deed. It may make several issues, each divided into series with equal nominal value and rights. The nominal value is in Brazilian currency unless the law allows the obligation to be payable in foreign currency.Lei nº 6.404 of 15 December 1976 (Corporations Law), Arts. 52, 53 and 54, 1976-12-15 official text · verified 2026-10-27

2. The shareholders' meeting decides on debentures, setting amount, series, number, nominal value, guarantees, indexation, convertibility, maturity, interest and placement. The board of directors or the executive officers may approve non convertible debentures unless the bylaws say otherwise, and the issuing body may set an undetermined amount and number of series within its limits.Lei nº 6.404, art. 59 as worded by Lei nº 14.711 of 30 October 2023, Art. 59 caput, items I to IX, §§ 1 and 3, 2023-10-30 official text · verified 2026-10-27 · changed: Lei nº 14.711 of 30 October 2023 extended to all companies, not only listed ones, the power of the board or officers to approve non convertible debentures and allowed issues with undetermined value and number of series.

3. The issue deed of debentures distributed or admitted to trading in the market must have a fiduciary agent representing the holders. No issue may be made before the corporate act approving it is filed with the commercial registry and published, and any real guarantees are created; managers are liable for losses caused by breaches. The fiduciary agent may be an individual qualified to be a manager or a financial institution authorized to administer third party assets.Lei nº 6.404, arts. 61 and 62 as worded by Lei nº 14.711/2023; art. 66, Art. 61 § 1; art. 62 caput, item I and § 1; art. 66 § 1, 1976-12-15 official text · verified 2026-10-27

4. Holders of the same issue or series may meet at any time. The fiduciary agent, the issuer, holders of at least 10 percent of the outstanding debentures or the CVM may call the meeting, which is quorate on first call with holders of half of the outstanding debentures and on second call with any number.Lei nº 6.404 of 15 December 1976, Art. 71 caput and §§ 1 and 3, 1976-12-15 official text · verified 2026-10-27

5. The nota comercial is a security that is not convertible into shares, freely negotiable and issued only in book entry form through institutions authorized by the CVM to provide bookkeeping. Sociedades anônimas, limitadas and cooperatives may issue it on a decision of their management bodies or administrator. It is an extrajudicial enforcement title that can be enforced without protest on a certificate from the bookkeeper or central depository, and the CVM may require a fiduciary agent.
Cost to do it: Bookkeeping agent fees are contractual; if publicly offered, the CVM supervision fee of 0.03 percent of the offering applies (see Capital markets and finance).Lei nº 14.195 of 26 August 2021, Arts. 45, 46, 48 and 50, 2021-08-26 official text · verified 2026-10-27

6. The cédula de crédito bancário is a credit instrument issued by an individual or company in favor of a financial institution, with or without real or personal guarantees. It may be issued in favor of an institution domiciled abroad, also in foreign currency, if the obligation is governed exclusively by Brazilian law and courts. It is an extrajudicial enforcement title for the amount stated or the balance shown in a calculation sheet, and may provide for capitalized interest and indexation or FX variation as allowed by law.Lei nº 10.931 of 2 August 2004, Arts. 26 §§ 1 and 2, 27 and 28 caput and § 1, 2004-08-02 official text · verified 2026-10-27

Instrument	Who issues	Who approves	Enforcement	Norm
Debênture	S.A.	Shareholders; board or officers for non convertible	Deed with fiduciary agent when distributed in the market	Lei nº 6.404 arts. 52 to 71
Nota comercial	S.A., Ltda., cooperative	Management bodies or administrator	Extrajudicial title, no protest needed	Lei nº 14.195 arts. 45 to 50
Cédula de crédito bancário	Any borrower, in favor of a financial institution	Borrower's management	Extrajudicial title on the stated amount or balance sheet	Lei nº 10.931 arts. 26 to 29

Local debt instruments compared

Worked example

Choosing the instrument. A foreign owned Ltda. needs R$30,000,000 (US$5,623,664) for three years. It cannot issue debentures, which are reserved to companies under Lei nº 6.404, so it issues a nota comercial approved by its administrator through a CVM authorized bookkeeper (Lei nº 14.195 arts. 45 and 46). If instead it borrows from its foreign parent's bank abroad, it can sign a cédula de crédito bancário in US dollars as long as Brazilian law and courts govern it (Lei nº 10.931 art. 26 §§ 1 and 2), and must also register the loan under the FX rules.

Step by step

1. Confirm the entity type: debentures need an S.A.; Ltdas. use the nota comercial.
2. Approve the issue in the right body (shareholders, board or officers for debentures; administrator for notes) and file and publish the act before issuing (Lei nº 6.404 art. 62).
3. Hire a fiduciary agent where required and a bookkeeper; create any real guarantees before the issue.
4. If the notes or debentures will be offered publicly, follow the CVM offering rules and pay the CVM fee (see Capital markets and finance).
5. For foreign currency bank funding, use a cédula de crédito bancário governed by Brazilian law and courts and register the inflow under the FX rules.

Common traps

Issuing before filing. Debentures issued before the approving act is filed and published, or before real guarantees are created, expose managers to liability (Lei nº 6.404 art. 62 § 1).
Foreign law cédula. A cédula de crédito bancário to a foreign lender must be subject exclusively to Brazilian law and courts (Lei nº 10.931 art. 26 § 1); a New York law facility should use a loan agreement instead.
Thinking a nota comercial is paper. It exists only in book entry form, and title is proved only by the bookkeeper or depository records (Lei nº 14.195 arts. 45 and 49).
Forgetting the holders' meeting quorum. On first call half the outstanding debentures must attend (Lei nº 6.404 art. 71 § 3), so plan waivers early.

Sources

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