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Tender offers and stake disclosure in Brazil: tag along, delisting, squeeze out and the 5 percent rule

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

Buying control of a listed Brazilian company triggers a mandatory tender offer to the other voting shareholders at no less than 80 percent of the price paid per control share, and delisting needs a fair price offer accepted by holders of more than two thirds of eligible shares. Controllers who push free float below 15 percent must also offer, and a squeeze out is possible when less than 5 percent remains. Anyone crossing 5, 10, 15 percent and so on of a class of shares must tell the company immediately.

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

Minimum tag along price for minority voting shares on a control sale	80 % of control price per shareLei nº 6.404 art. 254-A, as of 2026-10-27 · in force
Acceptance needed for a delisting tender offer	More than two thirds of eligible shares Resolução CVM nº 215 art. 33 II, as of 2026-10-27 · in force
Outstanding shares below which the company may redeem the rest after delisting	5 %Lei nº 6.404 art. 4 § 5, as of 2026-10-27 · in force
Free float level that triggers a mandatory offer when a controller buys	15 %Resolução CVM nº 215 art. 42, as of 2026-10-27 · in force
Deadline to file a mandatory tender offer after the trigger	30 daysResolução CVM nº 215 art. 63 § 1, as of 2026-10-27 · in force
Maximum CVM review for ordinary rite tender offers	60 daysResolução CVM nº 215 art. 63 § 4, as of 2026-10-27 · in force
First stake disclosure threshold for listed shares	5 %Resolução CVM nº 44 art. 12 § 1, as of 2026-10-27 · in force

The rule

1. The direct or indirect sale of control of an open company may only be agreed under the condition that the buyer makes a public offer for the voting shares of the other shareholders at no less than 80 percent of the price paid per voting share in the control block. The buyer may instead offer minorities a premium equal to the difference between market value and the control price so they can stay.
Example: Control sold at R$50 per voting share: minimum tender price R$40 per voting share. / About US$9.37 control price, minimum offer about US$7.50 per share.Lei nº 6.404 of 15 December 1976, art. 254-A as added by Lei nº 10.303 of 31 October 2001, Art. 254-A caput, § 1 and § 4, 2001-10-31 official text · verified 2026-10-27

2. The control sale tender offer must be filed with the CVM within 30 days of signing the definitive sale agreement and covers all shares with full and permanent voting rights. CVM registration implies authorization of the control sale; refusal, late filing or failure to complete the offer means the sale is not authorized. Market value for the optional premium is the weighted average price of the last 60 trading sessions before the offer period.Resolução CVM nº 215 of 29 October 2024, as amended by Resolução CVM nº 230/25, Arts. 45 and 46, 2024-10-29 official text · verified 2026-10-27 · changed: Resolução CVM nº 215/2024 replaced Resolução CVM nº 85/2022 as the tender offer rule.

3. Registration as a company with shares traded on the market may only be cancelled if the company or its controller makes a tender offer for all outstanding shares at a fair price, at least equal to the company's value under book equity, market equity, discounted cash flow, multiples, share price or other accepted criteria. Holders of at least 10 percent of outstanding shares may, within 15 days of disclosure of the price, call a special meeting to require a new valuation, and bear its cost if the new value is not higher.Lei nº 6.404, arts. 4 § 4 and 4-A as added by Lei nº 10.303/2001, Art. 4 § 4; art. 4-A caput, §§ 1 and 3, 2001-10-31 official text · verified 2026-10-27

4. The CVM only cancels the listing if the delisting offer covers all shares, is at a fair price and is accepted, or the delisting expressly agreed, by holders of more than two thirds of the eligible shares. If after the offer less than 5 percent of the shares remain outstanding, the shareholders' meeting may redeem them at the offer price updated by Selic, depositing the amount within 15 days.Resolução CVM nº 215, arts. 33 and 41; Lei nº 6.404 art. 4 § 5, Art. 33 caput, items I and II; art. 41 caput and § 2, 2024-10-29 official text · verified 2026-10-27

5. A controller or related person whose purchases of outstanding shares reduce the free float of a class below 15 percent must launch a tender offer at a fair price for all remaining shares of that class. Acquisitions through a tender offer or subscriptions of new shares do not count.Resolução CVM nº 215, art. 42, under Lei nº 6.404 art. 4 § 6, Art. 42 caput, § 1 and § 2, 2024-10-29 official text · verified 2026-10-27

6. Mandatory offers and exchange offers follow the ordinary registration rite: the request is filed within 30 days of the trigger, the CVM flags missing documents within 10 days and decides within 60 days of the complete file. Voluntary cash offers get automatic registration without prior review. The auction takes place on the exchange between 20 and 45 days after launch.
Cost to do it: The offeror pays the CVM supervision fee on the offer (Resolução CVM nº 215 art. 66 I), plus intermediary, settlement guarantor and, where needed, valuation report costs.Resolução CVM nº 215, arts. 25, 63 and 65, Art. 25 § 5; art. 63 caput and §§ 1, 3 and 4; arts. 65 and 66, 2024-10-29 official text · verified 2026-10-27

7. Controllers, shareholders who elect board or fiscal council members, and any person or group acting together must notify the company immediately when their direct or indirect stake in a class of shares crosses 5, 10, 15 percent and each further 5 percent step, up or down, including physically settled and cash settled derivatives counted separately. The notice states the purpose and target stake; if the purchase aims to change control or triggers a tender offer, the buyer must also publish it.Resolução CVM nº 44 of 23 August 2021, Art. 12 caput, §§ 1 to 5, 2021-08-23 official text · verified 2026-10-27

Offer	Trigger	Price rule
Control sale (mandatory)	Sale of control of an open company	At least 80 percent of the control price per voting share
Delisting (mandatory)	Cancelling registration for share trading	Fair price, two thirds acceptance
Free float increase (mandatory)	Controller purchases push free float below 15 percent	Fair price
Acquisition of control (voluntary)	Bid to buy control	Set by offeror
Voluntary	Any other offer	Set by offeror; automatic registration if cash only

Types of tender offer (Resolução CVM nº 215 art. 3)

Worked example

Tag along cost. A foreign buyer acquires control paying R$50 per voting share. Minority holders own 10,000,000 voting shares. The mandatory offer must pay at least R$40 per share, so full acceptance costs R$400,000,000 (US$74,982,192), filed within 30 days of signing (Lei nº 6.404 art. 254-A; Resolução CVM nº 215 art. 45 § 1).

Step by step

1. Model the control premium against the 80 percent tag along cost before signing.
2. Make the sale agreement conditional on the tender offer and file with the CVM within 30 days of signing.
3. Hire an intermediary and a settlement guarantor; commission a valuation report where the rule requires it.
4. Disclose stake crossings of 5, 10, 15 percent immediately through the company's investor relations officer.
5. For a delisting, plan for two thirds acceptance and the possible 10 percent shareholders' request for a new valuation within 15 days.

Common traps

Signing an unconditional control sale. The law only allows it under the condition of the tender offer (Lei nº 6.404 art. 254-A), and failure to file within 30 days voids the authorization (Resolução CVM nº 215 art. 45 § 4).
Citing Resolução CVM nº 85. It was revoked by Resolução CVM nº 215/2024.
Netting derivatives. Long and short derivative positions cannot be offset when counting disclosure thresholds (Resolução CVM nº 44 art. 12 § 3 III).
Creeping up to control. Buying in the market until free float drops below 15 percent forces a fair price offer for the whole class (Resolução CVM nº 215 art. 42).

Sources

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