Agricultural Law

Brazilian agribusiness credit has migrated from banks to the capital markets. Rural product notes (CPR), agribusiness receivables certificates (CRA), CDCA and barter transactions now account for a decisive share of crop financing — and they brought with them a legal structure that producers do not always fully grasp at the moment of signing.

The critical point lies in the security package. Agricultural pledges, fiduciary assignment of crops, fiduciary assignment of receivables and personal guarantees by the producer and spouse pile up across successive transactions, often with the same asset encumbered more than once. When the harvest fails, the dispute over which security prevails — and whether it is subject to a possible judicial reorganization (recuperação judicial) — determines who absorbs the loss.

Who we act for

• Rural producers, individuals and legal entities, in credit transactions and debt renegotiation
• Family-owned agribusiness groups, in asset and succession structuring
• Trading companies, dealers and input manufacturers, in barter transactions and credit recovery
• Financial institutions, securitization companies and investors, in structuring and enforcing security
• Producers in distress, in debt restructuring and the rural judicial reorganization

How we work

We analyse each transaction through the chain of security interests, not the isolated contract. For a producer with five transactions outstanding, what matters is not what each CPR says, but how the security interests overlap, which was registered first, what is ring-fenced as segregated rural assets (Law No. 13,986/2020) and what remains unencumbered. That map is what allows us to say, with some confidence, whether there is room to renegotiate or whether the path is judicial.

In the rural producer’s judicial reorganization, the initial battle is usually evidentiary: proving regular exercise of the activity for the period required by Art. 48, § 2, of Law No. 11,101/2005 (the Brazilian Bankruptcy and Reorganization Act) and delimiting which debts are genuinely rural. That is where most petitions are challenged.

Agribusiness transactions involve registering security in registries across different judicial districts and often require simultaneous action in more than one state. Our network of partner lawyers in Paraná, São Paulo and Santa Catarina covers these fronts without losing unity of strategy.

Scope of work

• Issuance, registration and enforcement of rural product notes, physical and financial (Law No. 8,929/1994, as amended by Law No. 13,986/2020)
• Structuring of CRA, CDCA and LCA transactions
• Barter agreements and forward crop purchase and sale contracts
• Creation and enforcement of agricultural pledges, fiduciary assignment of crops and fiduciary assignment of receivables
• Segregated rural assets and the Solidary Guarantee Fund (Law No. 13,986/2020)
• Rural land lease and rural partnership agreements (Land Statute and Decree No. 59,566/1966)
• Agricultural deposit certificates and agricultural warrants (Law No. 11,076/2004)
• Environmental compliance: CAR (rural environmental registry), legal reserve and permanent preservation areas (Law No. 12,651/2012)
• Corporate and succession structuring of rural family groups
• Rural debt renegotiation and out-of-court restructuring
• The rural producer’s judicial reorganization (Art. 48, §§ 2 and 3, of Law No. 11,101/2005)
• Recovery of rural credits and proofs of claim in insolvency proceedings

Related practice areas

Capital Markets · Judicial Reorganization and Bankruptcy · Corporate Law and Commercial Contracts · Probate and Succession

To discuss a specific matter, please get in touch and schedule a consultation.