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Secured lending and collateral in Brazil: fiduciary transfer, extrajudicial enforcement and the security agent

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

Lenders in Brazil prefer fiduciary transfer (alienação fiduciária), in which the debtor transfers resolvable title to the creditor, because it can be enforced out of court through the land registry or the deeds registry and stays outside judicial reorganization. Since the 2023 Guarantees Framework (Lei nº 14.711), mortgages can also be enforced extrajudicially, movables and vehicles can be repossessed without a lawsuit if the contract says so, and a security agent can hold and enforce collateral for a group of lenders.

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

Most used security interest	Fiduciary transfer (alienação fiduciária) Lei nº 9.514 art. 22, as of 2026-10-27 · in force
Debtor cure period after registry notice (real estate)	15 daysLei nº 9.514 art. 26 § 1, as of 2026-10-27 · in force
Deadline for the first auction after consolidation	60 daysLei nº 9.514 art. 27, as of 2026-10-27 · in force
Extrajudicial enforcement of mortgages	Allowed since 2023 Lei nº 14.711 art. 9, as of 2026-10-27 · in force
Security agent recognized by law	Yes Civil Code art. 853-A, as of 2026-10-27 · in force
Fiduciary creditor claims bound by judicial reorganization	No Lei nº 11.101 art. 49 § 3, as of 2026-10-27 · in force

The rule

1. Fiduciary transfer of real estate is the transfer to the creditor of resolvable ownership of property to secure the debtor's or a third party's obligation. Any individual or company may use it, not only real estate finance entities, and it is created by registering the contract at the real estate registry. Later fiduciary transfers of the same property rank by priority.Lei nº 9.514 of 20 November 1997, as amended by Lei nº 14.711 of 30 October 2023, Art. 22 caput, §§ 1, 3 and 4; art. 23, 2023-10-30 official text · verified 2026-10-27 · changed: Lei nº 14.711/2023 allowed successive fiduciary transfers of the same property (art. 22 §§ 3 to 8).

2. If the debt is not paid, the registry officer notifies the debtor to cure within 15 days, after any grace period agreed (15 days if none). If the debtor does not cure, ownership consolidates in the creditor, who must hold a public auction within 60 days. In the first auction the minimum is the agreed property value, never below the transfer tax base; in the second, held within 15 days, the bid must cover the debt, expenses, insurance, taxes and condominium fees, or the creditor may accept at least half of the appraised value. Any surplus goes to the debtor within 5 days.
Cost to do it: Registry and notification fees follow each state's notary fee tables plus auctioneer commission, all chargeable to the debtor as expenses (art. 27 § 3).Lei nº 9.514, arts. 24, 26 and 27 as worded by Lei nº 14.711/2023, Art. 24 sole paragraph; art. 26 §§ 1, 2 and 2-A; art. 27 caput and §§ 1, 2 and 4, 2023-10-30 official text · verified 2026-10-27

3. If the auction does not cover the debt, the debtor remains liable for the balance, except in loans to buy or build the debtor's home, where the debt is extinguished if the second auction fails to reach the minimum.Lei nº 9.514, arts. 26-A and 27 as worded by Lei nº 14.711/2023, Art. 26-A §§ 3 and 4; art. 27 § 5-A, 2023-10-30 official text · verified 2026-10-27

4. Mortgage backed claims may be enforced extrajudicially: the registry officer notifies the debtor to cure within 15 days, the creditor holds an auction within 60 days of the registration of the default, with a second auction within 15 days. If the second auction fails the creditor may take the property at the minimum value or sell it directly within 180 days.Lei nº 14.711 of 30 October 2023 (Guarantees Framework), Art. 9 caput and §§ 1 to 9, 2023-10-30 official text · verified 2026-10-27 · changed: New since Lei nº 14.711/2023: extrajudicial enforcement of mortgages, previously only judicial.

5. Fiduciary ownership of movable goods is created by registering the contract at the deeds registry of the debtor's domicile, or for vehicles at the vehicle licensing office. A clause letting the creditor keep the asset if unpaid is void; the creditor must sell and return any surplus.Lei nº 10.406 (Civil Code), Arts. 1.361 § 1, 1.364 and 1.365, 2002-01-10 official text · verified 2026-10-27

6. For fiduciary transfers of movables, default is proved by registered letter and the creditor may obtain a court order for search and seizure, after which ownership consolidates in 5 days unless the debtor pays the whole debt. If the contract has a highlighted clause, the creditor may instead consolidate ownership through the deeds registry, or for vehicles through the state traffic department, without a lawsuit.Decreto-Lei nº 911 of 1 October 1969, as amended by Lei nº 13.043/2014 and Lei nº 14.711/2023, Arts. 2 § 2, 3 caput and §§ 1 and 2, 8-B, 8-C and 8-E, 2023-10-30 official text · verified 2026-10-27 · changed: Lei nº 14.711/2023 added arts. 8-B to 8-E for extrajudicial enforcement of movable collateral.

7. Any guarantee may be created, registered, managed and enforced by a security agent appointed by the creditors, acting in its own name for their benefit with fiduciary duties. Enforcement proceeds are segregated from the agent's own assets for up to 180 days and must be paid to creditors within 10 business days.Lei nº 10.406 (Civil Code), art. 853-A as added by Lei nº 14.711/2023, Art. 853-A caput and §§ 1 to 6, 2023-10-30 official text · verified 2026-10-27

8. Claims of fiduciary owners of movable or immovable property, lessors and sellers with retention of title are not subject to judicial reorganization, but during the stay period capital goods essential to the business cannot be sold or removed.Lei nº 11.101 of 9 February 2005 (Insolvency Law), Art. 49 § 3, 2005-02-09 official text · verified 2026-10-27

Collateral	Route	Key deadlines
Real estate, fiduciary transfer	Real estate registry, then public auction	15 day cure, auction within 60 days, second auction within 15 days
Real estate, mortgage	Registry route since 2023 or court	15 day cure, auction within 60 days of registration of default
Movables and vehicles, fiduciary transfer	Court search and seizure, or deeds registry or traffic department if contract allows	Consolidation 5 days after seizure

Enforcement routes

Worked example

Enforcing a property guarantee. A lender holds a fiduciary transfer over a warehouse valued in the contract at R$2,000,000 (US$374,911) securing R$1,200,000 (US$224,947). After a 15 day cure period expires, title consolidates in the lender, who must auction within 60 days. If no bid reaches R$2,000,000 in the first auction, the second auction accepts a bid covering the debt and expenses, or, at the lender's choice, a bid of at least R$1,000,000, half the appraisal; the borrower stays liable for any shortfall because this is not a home loan (Lei nº 9.514 art. 27 §§ 1, 2 and 5-A).

Step by step

1. Prefer fiduciary transfer over pledge or mortgage where possible and register it (real estate registry, deeds registry or vehicle office).
2. Set the property value and review criteria in the contract and check it against the municipal transfer tax base, which is the floor in the first auction (Lei nº 9.514 art. 24).
3. For movables, include the highlighted extrajudicial enforcement clause (Decreto-Lei nº 911 art. 8-B).
4. In syndicated deals, appoint a security agent under Civil Code art. 853-A.
5. On default, start through the registry officer, keep the debtor's addresses including email updated, and run auctions within the statutory windows.

Common traps

Undervaluing the property in the contract. The transfer tax base becomes the minimum for the first auction if higher (Lei nº 9.514 art. 24 sole paragraph).
Home loans. For loans to buy or build the debtor's home a failed second auction extinguishes the remaining debt (art. 26-A § 4).
Expecting to remove essential equipment during reorganization. Fiduciary claims are outside the plan, but essential capital goods stay with the debtor during the stay (Lei nº 11.101 art. 49 § 3).
Keeping the asset. A clause allowing the creditor to keep movable collateral is void; it must be sold (Civil Code art. 1.365).

Sources

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