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Merger control in Brazil: CADE filing tests, minority stakes, timelines and gun jumping

Argentina. For full detail on Argentina, go to The Argentine Thread.

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

A deal must be cleared by CADE before closing when one group has R$750,000,000 and another R$75,000,000 of Brazilian revenue and the deal is a merger, an acquisition of control or of a qualifying stake, or a joint venture or associative contract. Minority stakes of 20 percent, or 5 percent between competitors or vertically related firms, can be notifiable. The fee is R$85,000, simple cases run under a 30 day summary procedure, and closing early risks nullity and fines up to R$60,000,000.

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

Target period for CADE decision in summary merger cases	30 daysResolução CADE nº 33/2022 art. 7 § 2, as of 2022-04-19 · in force
Extension of merger review available at the parties' request	60 daysLei nº 12.529 art. 88 § 9 I, as of 2011-11-30 · in force
Extension of merger review by reasoned Tribunal decision	90 daysLei nº 12.529 art. 88 § 9 II, as of 2011-11-30 · in force
Notifiable minority stake in a non competitor, non vertically related target	20 %Resolução CADE nº 33/2022 art. 10 I a, as of 2022-04-19 · in force
Notifiable minority stake in a competitor or vertically related target	5 %Resolução CADE nº 33/2022 art. 10 II a, as of 2022-04-19 · in force
Minimum duration for a notifiable associative contract	2 yearsResolução CADE nº 17/2016 art. 2, as of 2016-10-18 · in force
Window for CADE to call in a deal below thresholds after closing	1 yearsLei nº 12.529 art. 88 § 7, as of 2011-11-30 · in force
CADE fee for a consultation on conduct in progress	15000 BRLLei nº 12.529 art. 23 as worded by Lei nº 13.196/2015, as of 2016-01-01 · in force
Merger cases decided by CADE in 2025	849 casesCADE DEE Working Paper nº 002/2026, as of 2026-01-01 · in force
Share of 2025 merger cases decided under the summary procedure	94 %CADE DEE Working Paper nº 002/2026, as of 2026-01-01 · in force

The rule

1. A concentration must be filed when, cumulatively, at least one group involved had gross annual revenue or total business volume in Brazil in the year before the deal of at least R$400,000,000 and at least one other group had at least R$30,000,000, in the statute's wording. The amounts may be adjusted by interministerial order on the recommendation of the CADE Plenary, and Portaria Interministerial nº 994 of 30 May 2012 raised them to R$750,000,000 and R$75,000,000, the figures CADE applies.
Cost to do it: No filing is required below the thresholds; above them the R$85,000 fee applies to every filing.
Example: A group with R$900,000,000 of Brazilian revenue buys a company whose group has R$80,000,000: both tests are met and a filing is mandatory. If the target group had R$70,000,000, no filing would be mandatory, although CADE can still call the deal in within 1 year. / Thresholds about US$140,591,609 and US$14,059,161; in the example, buyer about US$168,709,931 and target about US$14,996,438.Lei nº 12.529 of 30 November 2011 (Competition Law); Portaria Interministerial MJ/MF nº 994 of 30 May 2012, Lei nº 12.529 art. 88 caput items I and II and § 1; Portaria nº 994 art. 1, 2012-05-30 official text · verified 2026-10-27

2. For the revenue tests, the parties are the entities directly involved and their economic groups. A group includes companies under common control and companies in which any of them holds at least 20 percent of the capital or voting capital. For investment funds, the group includes the group of each quotaholder with 50 percent or more of the fund's quotas and the companies the fund controls or in which it holds 20 percent or more.Resolução CADE nº 33 of 14 April 2022, Art. 4 §§ 1 to 3, 2022-04-14 official text · verified 2026-10-27

3. A concentration exists when two or more independent companies merge; when one or more companies acquire, directly or indirectly, control or parts of other companies through shares, quotas, convertible securities or tangible or intangible assets, by contract or any other means; when a company incorporates another; or when two or more companies sign an associative contract, consortium or joint venture. Consortia and joint ventures formed to bid in public tenders, and the resulting contracts, are not concentrations.Lei nº 12.529 of 30 November 2011 (Competition Law), Art. 90 items I to IV and sole paragraph, 2011-11-30 official text · verified 2026-10-27

4. Acquisitions of shareholdings are notifiable when they confer sole or shared control, or when they meet minority tests. Where the target is neither a competitor nor active in a vertically related market, acquiring 20 percent or more of the capital or voting capital is notifiable, and so is an acquisition by an existing 20 percent holder of at least 20 percent from a single seller. Where the target is a competitor or vertically related, acquiring 5 percent or more is notifiable, and so is the latest acquisition that alone or with others raises a holding of 5 percent or more by 5 points or more. Acquisitions by the sole controller are not notifiable. Subscribing convertible securities is notifiable when the conversion would meet these tests and the instrument gives board or veto rights over competitively sensitive matters.
Example: A fund with a portfolio company in the same market buys 6 percent of a listed competitor; both groups pass the revenue tests, so the 6 percent stake must be filed before closing.Resolução CADE nº 33 of 14 April 2022, Arts. 9, 10 and 11, 2022-04-14 official text · verified 2026-10-27

5. An associative contract is notifiable when it lasts 2 years or more, sets up a joint enterprise to exploit an economic activity, provides for sharing of the risks and results of that activity, and the parties are competitors in the relevant market concerned. Contracts shorter than 2 years or of indefinite term must be notified once 2 years from signature are reached, and must be notified before any renewal that takes them to 2 years or more.Resolução CADE nº 17 of 18 October 2016, Arts. 2 and 3, 2016-10-18 official text · verified 2026-10-27

6. Review is prior and must end within 240 days of the filing or its amendment. The period may be extended once by up to 60 days at the parties' request, or by up to 90 days by reasoned decision of the CADE Tribunal. Until the final decision the parties must preserve the conditions of competition between them. Closing before clearance makes the acts null and triggers a fine of R$60,000 to R$60,000,000 plus an administrative proceeding. False or misleading information is fined R$60,000 to R$6,000,000 and can lead to review of the approval.
Cost to do it: Gun jumping exposure from R$60,000 to R$60,000,000; misleading information from R$60,000 to R$6,000,000.
Example: Maximum gun jumping fine R$60,000,000; maximum fine for misleading information R$6,000,000. / About US$11,247,329 and US$1,124,733.Lei nº 12.529 of 30 November 2011 (Competition Law), Art. 88 §§ 2, 3, 4 and 9; art. 91 sole paragraph, 2011-11-30 official text · verified 2026-10-27

7. CADE runs a summary procedure for simpler deals, with a short Annex II form. The General Superintendence must decide summary cases within 30 days of the filing or its amendment unless it reclassifies them as ordinary. Typical summary cases are classic joint ventures entering an unrelated market, a buyer replacing another without prior presence in the market, horizontal overlaps below 20 percent, vertical links where no party holds over 30 percent, and horizontal overlaps with an HHI increase below 200 where the combined share stays at or below 50 percent. Classification is discretionary.
Cost to do it: Same R$85,000 fee; the shorter form lowers advisory cost.Resolução CADE nº 33 of 14 April 2022, Arts. 1 sole paragraph, 5 to 8, 2022-04-14 official text · verified 2026-10-27

8. Filing fees are R$85,000 for each merger filing under art. 88 and R$15,000 for a consultation to the Tribunal on conduct in progress, in force from 1 January 2016.
Cost to do it: R$85,000 (about US$15,934) per merger filing; R$15,000 (about US$2,812) per consultation.Lei nº 12.529 of 30 November 2011, art. 23 as worded by Lei nº 13.196 of 1 December 2015, Art. 23; art. 9 § 4, 2015-12-01 official text · verified 2026-10-27

9. Deals that eliminate competition in a substantial part of a relevant market, or may create or strengthen a dominant position, are prohibited unless they are limited to what is strictly needed to raise productivity or competitiveness, improve quality, or foster efficiency and technological or economic development, and pass a relevant part of the benefits to consumers. CADE may also require notification of deals below the thresholds within 1 year of closing. The securities regulator and the commercial registry must report changes of control of listed companies and merger registrations to CADE within 5 business days.Lei nº 12.529 of 30 November 2011 (Competition Law), Art. 88 §§ 5 to 8, 2011-11-30 official text · verified 2026-10-27

10. CADE opened a public consultation on 23 September 2026 to amend Resolução nº 33/2022, with contributions until 6 November 2026. The draft would limit the 20 percent group rule to companies in which commonly controlled firms invest, set a specific revenue method for transfers of companies or business units with safeguards against successive operations within 2 years, systematize control presumptions, count non controlling increases of 20 percent or more alone or with prior acquisitions, and require a reasoned decision to move a case from summary to ordinary. The rules for investment funds would not change at this stage. Until approved, Resolução nº 33/2022 applies as published.CADE public consultation on Resolução CADE nº 33/2022, Resolução nº 33 arts. 4, 8, 9 and 10 (proposed changes), 2026-09-23 official text · verified 2026-10-27 · changed: Pending: public consultation opened 23 September 2026, contributions until 6 November 2026; no amendment adopted yet.

Situation	Target not a competitor and not vertically related	Target a competitor or vertically related
Acquisition of sole or shared control	Always notifiable	Always notifiable
First minority stake	20 percent or more of capital or voting capital	5 percent or more
Holder increasing its stake	Existing 20 percent holder buying at least 20 percent from one seller	Holder of 5 percent or more whose latest acquisition, alone or summed, adds 5 points or more
Acquisition by the sole controller	Not notifiable	Not notifiable

Which share acquisitions must be filed with CADE (both revenue thresholds must also be met). Source: Resolução CADE nº 33/2022 arts. 9 and 10.

Outcome	Cases
Approved without restrictions	818
Approved with a merger control agreement (ACC)	7
Not known (filed though not notifiable)	18
Archived for loss of object	3
Archived for lack of information	3
Blocked	0
Total	849

How CADE's 2025 merger docket ended. Source: CADE Department of Economic Studies, Working Paper nº 002/2026.

Worked example

Foreign buyer, Brazilian target. A group with R$3,000,000,000 (about US$562,366,438) of Brazilian revenue in 2025 agrees in 2026 to buy 100 percent of a company whose group had R$120,000,000 (about US$22,494,658). Both thresholds of Portaria nº 994 are met, so the parties file and pay R$85,000 (about US$15,934). If the overlap is below 20 percent, the case is a candidate for the summary procedure with a 30 day target; otherwise the 240 day statutory clock applies, extendable by up to 90 days.
Minority investment between competitors. A strategic investor active in the same market buys 5 percent of a rival with R$200,000,000 (about US$37,491,096) of revenue. Under Resolução nº 33 art. 10 II a the stake is notifiable even without control, and voting the shares before clearance would be gun jumping (Lei nº 12.529 art. 88 § 3).
Cross border deals. A transaction between foreign groups is assessed only on their Brazilian revenue; a deal that also needs approval in Argentina or elsewhere should align closing conditions so that no step is completed in Brazil before CADE clears it.

Step by step

1. Compute the prior year Brazilian revenue of each economic group, including companies under common control and 20 percent holdings (Resolução nº 33 art. 4).
2. Classify the deal: control, minority stake (20 or 5 percent tests), associative contract of 2 years or more, or joint venture.
3. Prepare the Annex I form, or the Annex II short form if a summary hypothesis applies, and pay the R$85,000 fee.
4. Agree with the counterparty on hold separate rules: no exchange of competitively sensitive information, no joint pricing and no management transfer before clearance.
5. Budget timing: about a month for summary cases; up to 240 days, plus 60 or 90, for ordinary cases. The parties may consider remedies through a merger control agreement if concerns arise.
6. Close only after the clearance decision; then monitor any remedy obligations.

Common traps

Using the statutory R$400,000,000 and R$30,000,000 figures. The thresholds in force are R$750,000,000 and R$75,000,000 under Portaria nº 994.
Forgetting the 5 percent test. Small stakes in competitors or vertically related companies can be notifiable (Resolução nº 33 art. 10 II).
Long term commercial contracts between competitors. A shared risk and result contract of 2 years or more can be an associative contract that needs prior clearance (Resolução nº 17 art. 2).
Integration before clearance. Exercising control, voting shares or coordinating commercial strategy before approval is gun jumping, with nullity and fines up to R$60,000,000 (Lei nº 12.529 art. 88 §§ 3 and 4).
Assuming a non notifiable deal is safe. CADE may call in deals below the thresholds within 1 year of closing (art. 88 § 7).
Relying on the draft amendments. The September 2026 consultation is not law; apply Resolução nº 33/2022 as published until a new resolution is adopted.

Sources

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