The Agribusiness Newsletter brings information and news about the main regulations and legal texts relating to the regulation of agribusiness in Brazil. This initiative seeks to cover the agribusiness industry on its transactional, litigation, tax and regulatory levels, and is an invitation for all of those working in this market to both access important news and comments on vital topics from the sector.

This material is for informative purposes only, and should not be used for decision-making. Specific legal advice can be provided by our legal team.

Brazilian Securities and Exchange Commission and MAPA enter into technical cooperation agreement

The Brazilian Securities and Exchange Commission (“CVM”) and the Ministry of Agriculture and Livestock (“MAPA”) have entered into a technical cooperation agreement to strengthen the capital markets as a source of financing, with the aim of promoting the development of the agriculture and livestock sector. 

The initiative recognizes the growing role of securities transactions in capital raising for agribusiness, highlighting the importance of coordinated action between the CVM – which regulates the capital markets – and MAPA, which is responsible for agricultural policy.

The agreement establishes the following:

• Sharing of technical knowledge between institutions;
• Improving diagnoses and analyses of the sector’s financing;
• Conducting joint studies between the institutions; and
• Developing initiatives aimed at expanding access for agricultural producers and companies to capital market financing instruments.

MAPA’s Secretariat of Agricultural Policy will be responsible for coordinating the work, with support from the Department of Agricultural and Livestock Sector Financing Policy and CVM’s Superintendence of Securitization and Agribusiness. The agreement will initially be valid for two years, effective from its publication in the Federal Official Gazette, and may be extended by means of an amendment.

For more information: Brazil’s CVM and Ministry of Agriculture and Livestock (MAPA) enter into Technical Cooperation Agreement.

Carbon and Capital Markets: ANBIMA assumes a central role in consolidating the SBCE

The advancement of the regulated carbon market in Brazil has recently gained momentum with two complementary initiatives led by the Brazilian Association of Financial and Capital Market Entities (“ANBIMA”):

DIRECT PARTICIPATION IN THE PUBLIC GOVERNANCE OF THE BRAZILIAN EMISSIONS TRADING SYSTEM (“SBCE”)

Initially, ANBIMA has taken a full seat on the SBCE’s Permanent Executive Technical Committee, organized by the Ministry of Finance’s Special Secretariat for the Carbon Market (“SEMC”), which began its activities on March 23, 2026. The committee’s mission is to lay the groundwork for Brazil’s regulated carbon market and guide its sustainable development, bringing predictability to a system that tends to interact closely with the financing and price-setting mechanisms of the capital markets.

ANBIMA’s seat corresponds to the position in the sector of financial institutions operating in environmental markets, obtained through a joint application with the Brazilian Federation of Banks (“FEBRABAN”) and the National Confederation of Insurance Companies (“CNSEG”) as alternates. The collegiate body also gathers representatives from sectors directly impacted by carbon pricing, such as energy, industry, transportation, waste, as well as the agriculture, livestock, forestry, and land-use sectors.

In this context, ANBIMA emphasizes the need for robust criteria to ensure the integrity, traceability, and ownership of traded carbon credits – an essential condition for building market confidence and enabling these assets to be credibly incorporated into the economic and environmental decisions of companies and investors.

IN-DEPTH TECHNICAL ANALYSIS IN COLLABORATION WITH MARKET ENTITIES

This agenda is part of a broader initiative: Since 2021, ANBIMA has been working with government agencies and regulators to develop Brazil’s regulated market, including contributions aligned with international practices that have helped shape the sector’s legislative framework. Among the key points is the classification of carbon credits and permits as securities (Law 15,042, of December 11, 2024, as amended), based on the reasoning that the Brazilian capital market already has the infrastructure, governance, and processes in place to support large-scale trading with transparency standards.

In parallel with its seat on the committee, ANBIMA launched a series of “Carbon Market Meetings” to bring the private sector and the public authorities closer together to develop a viable operational framework for the SBCE. The two previous editions brought together the Ministry of Finance, the CVM, market infrastructure providers, and financial market institutions, with a focus on mapping regulatory developments, implementation challenges, and the role of the capital market in consolidating negotiations. 

At the first meeting, held on March 27, 2026, the discussion focused on key topics for the SBCE, such as the complexity of the regulatory process, the interconnections between systems, compliance costs, and the need for legal certainty to enable a market with liquidity in a safe environment.

At the second meeting, on April 8, 2026, the discussion moved toward aspects more closely related to “execution” in the market, including public offerings, trading, and retirement of carbon credits within the capital markets, with the participation of B3.

Thus, these two initiatives – formal governance within the SBCE and in-depth technical analysis along with market participants – indicate a coordinated agenda to transform the legal framework into a functional infrastructure, facilitating the channeling of capital toward transition and decarbonization projects in Brazil.

For more information: Carbon market meetings advance debate on market development in Brazil and ANBIMA joins Ministry of Finance committee to develop the carbon market

TAX REGULATION

Management Committee approves IBS and CBS regulations

The Management Committee of the Goods and Services Tax (“IBS”) unanimously approved the regulations for the IBS and the Goods and Services Contribution (“CBS”), which will serve as an operational manual for the new “dual VAT” – marking a significant step forward in the implementation of the Brazilian Tax Reform.

The publication marks the start of a three-month period for the application of a 1% penalty for failure to complete the IBS and CBS fields on tax documents. Although the text seeks to provide greater legal certainty and assist companies in adapting, we emphasize that it is merely another step in the implementation process, which must still be supplemented by means of subordinate regulations and adjustments throughout the transition period. In this regard, significant operational challenges remain, such as the definition of tax rates, the implementation of credits, refunds, and split payment, as well as the details of specific regimes and the residual role of the Tax on Industrialized Products (“IPI”).

For more information: Brazilian Tax Reform: IBS and CBS regulations published

Soy Moratorium: Brazil’s Federal Supreme Court to receive settlement proposals; committees to debate issue at public hearing

After the first contextualization hearing conducted by the Consensual Conflict Resolution Center (“NUSOL”) of Brazil’s Federal Supreme Court (“STF”), the parties involved in the disputes related to the Soy Moratorium – a private agreement that prevents the purchase of crops grown in areas deforested after 2008 in the Amazon biome – were able to submit settlement proposals until the end of April. The STF is expected to schedule a new hearing thereafter to discuss potential settlement terms.

In general terms, the dispute pits:

• Agribusiness producers and associations advocating for compensation payments on the grounds that the Soy Moratorium imposed a “purchasing cartel”; against
• Trading companies and exporters rejecting compensation and arguing that the pact, though private, had government endorsement and environmental objectives.

The matter reached the STF through lawsuits challenging state laws that prohibit tax benefits for companies that enter into trade agreements restricting the expansion of agricultural and livestock activities. These regulations allegedly undermined the moratorium and led trading companies to withdraw from the agreement.

Direct Unconstitutionality Actions (“ADI”) No. 7774 and No. 7775 had their trials suspended in an attempt at settlement, as reported by Justices Dias Toffoli and Flávio Dino, who also ordered the suspension of related proceedings. In addition, the Committee on Agriculture and Agrarian Reform approved a request for a public hearing, in conjunction with the Committee on Economic Affairs, which will focus on debating the economic implications and repercussions of the matter.

Brazilian Federal Revenue Service exempts individual farmers without a business structure from education allowance

On April 27, 2026, the General Taxation Coordination Office (“COSIT”) of the Brazilian Federal Revenue Service (“RFB”) published COSIT Consultation Ruling No. 65/2025. COSIT concluded that the mere registration of an individual rural producer with the Corporate Taxpayer Registry (“CNPJ”) does not render them liable for the education allowance when such registration was carried out solely to comply with state regulations – as is the case in São Paulo for invoice issuance – and no commercial activity is involved.

In this perspective, COSIT stated that tax liability must be determined based on material criteria, assessing the actual nature of the activity (business organization, assumption of risks, structure, employees, etc.), and not by mere registration formality.

REGULATION – MINISTRY OF AGRICULTURE AND LIVESTOCK (“MAPA”)

MAPA establishes Technical Working Group to remodel the Registration and Compliance System for Small-Scale Animal Feed Agro-Industries

On April 1, 2026, MAPA published SE/MAPA Ordinance No. 65/2026, which established the Technical Working Group (“GTT”) to remodel the Registration and Compliance System for Small-Scale Animal Feed Agro-Industries.

The collegiate body aims to advise the Public Administration in proposing normative and procedural adjustments to promote regulatory proportionality, taking into account the scale of production and the health risk associated with these agro-industries.

Among its responsibilities, we highlight:

• Analyzing critical operational and infrastructural issues;
• Reviewing inspection and oversight criteria; and
• Proposing simplifications to the mandatory registration procedure via the Integrated System for Agricultural and Livestock Products and Facilities (“SIPEAGRO”), as well as preparing draft regulations to update the current model.

The GTT will have 120 days, from the appointment of its members, to accomplish its activities. After this deadline – which may be extended for an additional 120 days – the GTT will submit a normative proposal to both the Executive Secretariat and MAPA’s Secretariat of Agricultural and Livestock Defense to amend existing regulations and streamline the mandatory registration process for small‑scale animal feed agro‑industries.

MAPA regulates the Phytosanitary Certification of Origin and establishes the National System of Phytosanitary Certification of Origin (“SINFITO”)

On April 7, 2026, MAPA published SDA/MAPA ORDINANCE No. 1,578/2026, providing for the phytosanitary certification of origin, which governs the transit of regulated articles across the national territory, and establishes pest risk management options for export certification of plant products and other regulated articles. The system covers farm registration, certification, and product transportation.

The ordinance provides for:

• The Phytosanitary Certification of Origin (“CFO”) and the Consolidated Phytosanitary Certification of Origin (“CFOC”);
• The Plant Transit Permit (“PTV”);
• The qualification of technical managers;
• Pest risk management options under official control;
• Traceability, inspection, and the use of risk criteria in handling and exporting plant products.

The regulation aims to strengthen oversight mechanisms, directly affecting regulated entities in the sector, while enhancing plant health protection across production chains as well as modernizing and simplifying certification rules to improve sanitary control over plant products.

Brazil’s Ministry of Fisheries and Aquaculture and MAPA define Fish Invoice as the official document of origin

On April 10, 2026, MAPA and the Ministry of Fisheries and Aquaculture (“MPA”) published Interministerial Ordinance No. 54/2026, which establishes the Fish Invoice as the official document attesting to the origin of fish from fishing and aquaculture activities, for the purposes of traceability of raw materials intended for facilities subject to the Official Inspection Service.

The Fish Invoice must contain the number of the General Fishing Activity Register (“RGP”), the registration identification number of the destination facility with the Official Inspection Service, as well as the common name and quantity of the fish species.

In addition, the Fish Invoice must be accompanied by a copy of the RGP registration document, including the following:

• The Professional Fisherman’s License, for professional artisanal or industrial fishermen;
• The Fishing Authorization, for fishing vessels; and 
• The Aquaculturist’s License, for aquaculturists.  

The regulation came into force on the date of its publication, repealing MPA/MAPA Interministerial Normative Instruction No. 4/2014.

MAPA initiates public consultation on technical regulations for the registration of generic and interchangeable veterinary medicines

On April 14, 2026, MAPA initiated a public consultation on the draft ordinance establishing the technical regulations for the registration of generic and interchangeable veterinary medicines, under MAPA’s jurisdiction.

The initiative was publicized by means of SDA/MAPA ORDINANCE No. 1,590/2026, with the aim of gathering technical contributions from the regulated sector and society regarding the criteria and requirements applicable to demonstrating the quality, safety, and efficacy of these products.

The public consultation will remain open for 45 days, until May 29, 2026, and contributions must be submitted through the Regulatory Act Monitoring System (“SISMAN”). At the end of the period, the contributions will be consolidated and reviewed by the Secretariat of Agricultural and Livestock Defense to refine the proposed regulatory text.

Bill amending minimum cocoa content requirements for chocolate products submitted for presidential sanction

Bill No. 1,769/2019 establishes mandatory minimum cocoa content percentages for products such as chocolate and cocoa powder, as well as specific rules for the proper classification of these categories in the market.

The bill requires products labeled as “chocolate” to indicate, on the label, the percentage of cocoa present in their composition, in a clear, prominent, and objective manner, in compliance with the minimum requirements established by law.

The bill also establishes definitions to distinguish product categories, such as cocoa mass, paste, liqueur, and butter, among others. The measure aims to reduce ambiguities in labeling, curb potentially misleading practices, and strengthen the distinction between different product categories, thereby contributing to the enhancement of Brazil’s cocoa production chain.

The deadline for presidential sanction expired on May 11, 2026.

REAL ESTATE REGULATION

Federal Supreme Court confirms constitutionality of restrictions on the purchase and lease of rural real estate by foreigners

On April 23, 2026, the STF rendered its final decision on Motion for Noncompliance with a Fundamental Precept (“ADPF”) No. 342 and on Original Civil Action (“ACO”) No. 2,463, upholding the constitutionality of restrictions on the acquisition and leasing of rural real estate by foreigners and by Brazilian companies controlled by foreign capital, in compliance with Law No. 5,709/1971.

ADPF No. 342, filed by the Brazilian Rural Society (“SRB”), challenged the constitutionality of Law No. 5,709/1971 under the Federal Constitution of 1988. ACO No. 2,463, filed by the Federal Government and the National Institute for Colonization and Agrarian Reform (“INCRA”), aimed to ensure that these restrictions were also applied in the context of real estate registration.

At the conclusion of the trial, the STF recognized the full validity and constitutionality of Law No. 5,709/1971, affirming its incorporation into the 1988 Constitution, as well as the validity of the interpretation established in CGU/AGU Opinion No. 01/2008-RVJ, dated September 03, 2008, published on August 23, 2010.

As a result, the STF reaffirmed the current restrictive legal regime applicable to the acquisition and leasing of rural real estate by foreign legal entities or entities treated as such.

Highlights of the decision:

• ADPF No. 342:

The STF unanimously dismissed the petition, in accordance with the opinion of the reporting justice, Justice Marco Aurélio. The decision will be drafted by Justice Gilmar Mendes. Justice André Mendonça, the successor to the reporting justice, did not attend the hearing, and Justice Cármen Lúcia submitted a leave of absence. The session was chaired by Justice Edson Fachin. 

• ACO No. 2,463:

The STF also unanimously granted the petition to declare Opinion No. 461/12‑E of the General Inspectorate of Justice of the State of São Paulo null and void on grounds of illegality, in light of the constitutional incorporation of Article 1, paragraph 1, of Law No. 5,709/1971. The decision reaffirms the competence of the Federal Government and INCRA to authorize the acquisition of rural real estate by foreign legal entities or entities treated as such. 

Practical implications:

With the final decision, the legal uncertainty surrounding the issue has been resolved. The STF definitively consolidated the constitutionality of the restrictive regime and preserved the role of the Federal Government and INCRA in regulating the acquisition and leasing of rural real estate by foreigners, maintaining the model currently applied in the administrative and registry spheres.

It will be necessary to await the publication of the decision and any subsequent developments, including to assess the advisability of filing motions for clarification, particularly with the aim of urging INCRA to exercise its powers within a reasonable timeframe – a point expressly noted by Justice Cristiano Zanin and that may have practical relevance during the implementation phase of the ruling.

For more information: Brazil’s STF decides for the first time on land purchases by foreigners 

 Brazil’s STF confirms constitutionality of restrictions on acquisition and leasing of rural real estate by foreigners

Federal Supreme Court invalidates Tocantins law on rural real estate records

The Plenary of the STF unanimously declared Tocantins State Law No. 3,525/2019 unconstitutional, as it validated registrations of rural real estate lacking a title of conveyance or a government‑issued concession. The decision was handed down in ADI No. 7,550. 

The STF held that the state legislation violated the exclusive authority of the Federal Government to legislate on civil law, agrarian law, and public records, and undermined the federal system of public records by allowing the validation of real estate records without valid proof of ownership distinct from public assets.

According to the reporting officer, Justice Nunes Marques, the requirements for the regularization and sale of public lands are governed by federal regulations, such as the Public Records Law (Law No. 6,015/1973) and Law No. 11,952/2009. Thus, they cannot be relaxed by state legislation.

In addition to Law No. 3,525/2019, the STF also invalidated state laws addressing procedures for validating rural real estate records in Tocantins (Law No. 3,730/2020 and Law No. 3,896/2022). In this context, the STF emphasized that land regularization programs must strictly observe the public interest, social justice guidelines, environmental protection, and the preservation of public assets, in compliance with the Federal Constitution.

Thus, real estate records based solely on state laws that were declared unconstitutional may have their legal validity challenged, requiring a reassessment of the ownership status.

Brazil’s Superior Court of Justice addresses repetitive appeal on termination of real estate contracts involving unregistered fiduciary sales

The Second Section of Brazil’s Superior Court of Justice (“STJ”) has referred the dispute registered as Theme 1,420 to the repetitive appeals procedure. This matter addresses which legislation applies to the termination of real estate purchase and sale contracts involving fiduciary sales that were not registered with a notary public.

The STJ will determine whether, in such cases, the rules of Law No. 9,514/1997 (fiduciary sale) or the provisions of Brazil’s Consumer Protection Code (“CDC”) should prevail, particularly regarding the refund of amounts paid by the purchaser. The matter continues to generate divergent decisions in the courts, which has led to its designation as a repetitive appeal.

The Court has already established its understanding (Theme 1,095) that, in the event of default, duly registered contracts must follow the procedure addressed in Law No. 9,514/1997. Theme 1,420 addresses unregistered contracts exclusively, which is a common situation in real estate negotiations.

The aim of this measure is to ensure uniformity, predictability, and legal certainty in the application of the interpretation to be adopted.

The decision on Theme 1,420 is especially relevant for:

• Developers, construction companies, and land subdividers that frequently enter into contracts containing fiduciary sale clauses prior to registration; 
• Financial institutions, with respect to determining the applicable legal regime in cases of default; 
• Real estate purchasers, particularly consumers, regarding their right to a refund of amounts paid; and
• M&A transactions, corporate reorganizations, and real estate audits, in which unregistered contracts may pose significant legal risk.
  

Until the repetitive appeal is decided, caution is recommended in structuring and terminating real estate contracts with fiduciary sales that have not yet been registered, as well as in reassessing risks in transactions in progress.