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Invoice acceptance and duplicatas: trade receivables as enforceable titles

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

Abroad, an unpaid invoice is usually just evidence in a collection suit; in Brazil a seller on credit terms can draw a duplicata, a credit instrument that the buyer must accept or refuse within 10 days for listed reasons only. An accepted duplicata, or an unaccepted one that was protested and backed by proof of delivery, can be enforced directly in court without a prior suit, and it can be discounted or sold to banks and funds. Duplicatas can now be electronic (escritural), and contract clauses that forbid or burden issuing or transferring duplicatas are void.

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

Buyer deadline to return or accept a duplicata	10 daysLei nº 5.474 art. 7, as of 2026-10-27 · in force
Deadline to protest to keep recourse against endorsers	30 days after maturityLei nº 5.474 art. 13 § 4, as of 2026-10-27 · in force
Credit terms from which an invoice must be issued	30 daysLei nº 5.474 art. 1, as of 2026-10-27 · in force
Clauses barring issuance or transfer of duplicatas	Void Lei nº 13.775 art. 10, as of 2026-10-27 · in force
Electronic (escritural) duplicata	Allowed Lei nº 13.775 art. 2, as of 2026-10-27 · in force

The rule

1. In every commercial sale between parties domiciled in Brazil with payment terms of at least 30 days from delivery or dispatch, the seller issues an invoice (fatura). When the invoice is issued, the seller may draw a duplicata to circulate as a commercial instrument; no other credit instrument may be used to document the seller's draft for the invoiced amount, and one duplicata cannot cover more than one invoice. Service providers may also issue invoices and duplicatas.
Cost to do it: No issuance fee is set by the law; banks and platforms charge for collection and registration.
Example: A supplier selling goods for R$250,000 on 60 day terms draws one duplicata for that invoice. / About US$46,864.Lei nº 5.474 of 18 July 1968 (Duplicatas Law); art. 20 as worded by Lei nº 14.206 of 27 September 2021, Arts. 1, 2 caput and §§ 1 and 2, and 20, 1968-07-18 official text · verified 2026-10-27

2. A duplicata that is not payable on sight must be returned by the buyer within 10 days of presentation, signed (accepted) or with a written statement of the reasons for refusing acceptance. The buyer may refuse only for damage to or non receipt of goods not shipped at its risk, proven defects or differences in quality or quantity, or differences in agreed terms or prices.
Cost to do it: No fee; silence or a refusal outside the listed reasons weakens the buyer's position.
Example: The buyer who simply dislikes the price cannot refuse acceptance unless it differs from the agreed price. / No statutory US dollar amount.Lei nº 5.474 of 18 July 1968, Arts. 7 and 8, 1968-07-18 official text · verified 2026-10-27

3. A duplicata may be protested for lack of acceptance, return or payment; the holder that does not protest within 30 days of maturity loses recourse against endorsers and their guarantors. It is enforced through the execution procedure for extrajudicial enforceable titles when accepted (protested or not), or when not accepted provided it was protested, is backed by proof of delivery and receipt of the goods (which may be electronic), and the buyer did not validly refuse acceptance.
Cost to do it: Notary protest fees, which vary by state; direct enforcement saves the time of a prior collection suit.
Example: An unpaid R$250,000 duplicata with signed delivery receipts is protested and then enforced directly. / About US$46,864.Lei nº 5.474 of 18 July 1968, arts. 13 (as worded by Decreto-Lei nº 436 of 27 January 1969) and 15 (as worded by Lei nº 6.458 of 1 November 1977 and Lei nº 14.301 of 7 January 2022), Art. 13 §§ 1 to 4; art. 15 items I and II, 2022-01-07 official text · verified 2026-10-27

4. A duplicata may be issued in book entry (escritural) form in an electronic system run by authorized registrars; the electronic duplicata and the extract issued by the registrar are extrajudicial enforceable titles, payment through any payment system means is proof of payment, and the electronic entries replace the duplicatas register book. Contract clauses that prohibit, limit or burden, directly or indirectly, the issuance or circulation of paper or electronic duplicatas are void.
Cost to do it: Registrar fees set by each provider.
Example: A large retailer's supply contract forbidding suppliers to discount their receivables is void on that point. / No statutory US dollar amount.Lei nº 13.775 of 20 December 2018, in force 120 days after publication, Arts. 2, 3, 5, 7, 9, 10 and 13, 2018-12-20 official text · verified 2026-10-27

Step	Deadline	Article
Invoice for credit sales of 30 days or more	At sale	Lei nº 5.474 art. 1
Send duplicata to buyer	30 days from issue	Lei nº 5.474 art. 6 § 1
Buyer accepts or states reasons	10 days from presentation	Lei nº 5.474 arts. 7 and 8
Protest for non payment	30 days after maturity to keep recourse	Lei nº 5.474 art. 13 § 4
Direct enforcement	After acceptance, or protest plus proof of delivery	Lei nº 5.474 art. 15

From sale to enforcement (Lei nº 5.474 and Lei nº 13.775).

Worked example

A Brazilian subsidiary sells R$250,000 (about US$46,864) of components to a manufacturer on 60 day terms and draws a duplicata. The buyer neither accepts nor gives reasons within 10 days. At maturity the buyer does not pay: the seller protests within 30 days and, with signed delivery receipts, enforces the duplicata directly as an extrajudicial title (Lei nº 5.474 arts. 13 and 15 item II). A clause in the buyer's purchase terms forbidding the seller to discount the receivable with a bank is void (Lei nº 13.775 art. 10).

Step by step

1. Issue the invoice for each credit sale of 30 days or more and draw the duplicata, paper or electronic.
2. Present it to the buyer within 30 days of issue and track the 10 day acceptance window.
3. Keep signed or electronic proof of delivery for every shipment.
4. At non payment, protest within 30 days of maturity.
5. Enforce through the execution procedure, or discount or sell the receivable before maturity.

Common traps

Without proof of delivery, an unaccepted duplicata cannot be enforced directly (Lei nº 5.474 art. 15 item II b).
Missing the 30 day protest window loses recourse against endorsers and guarantors (art. 13 § 4).
Only one duplicata per invoice is allowed (art. 2 § 2).
Purchase terms that block factoring of supplier receivables are void (Lei nº 13.775 art. 10).

Sources

← US dollar accounts and dollar contracts: allowed only in listed cases