Diego Castro and Carol Paranhos
Lawyers in charge · direct contact with who signs the work
English speaking contract lawyer in Brazil: review and drafting of cross border contracts, bilingual versions, governing law, arbitration and enforcement.
Review of contracts with Brazilian customers, suppliers, partners and distributors, explained in English.
Bilingual English and Portuguese versions with a clear rule on which language prevails.
Governing law, forum and arbitration clauses that hold up if you ever need to enforce them in Brazil.
E-signature, witnesses and enforceability checked before signing, not after a default.
Online meetings in English · Attorney client confidentiality · Brasília time business hours
A contract lawyer in Brazil reviews and drafts agreements between foreign companies and Brazilian parties so they work under Brazilian law. The key points are a Portuguese version (courts require a sworn translation), a governing law and dispute clause Brazil will respect (arbitration or an exclusive foreign forum under CPC art. 25), signatory powers, e-signature formalities and penalty and termination clauses a Brazilian judge will enforce.
English only contract with a Brazilian customer
Risk ·Delay and cost of sworn translation when you need to sue.
Action ·Bilingual version with a prevailing language clause.
Foreign governing law and courts
Risk ·Judgment that still needs STJ recognition and may meet resistance.
Action ·Arbitration clause or exclusive foreign forum chosen deliberately.
Brazilian party signs by e-signature
Risk ·Signer without powers or a contract that is not an enforceable instrument.
Action ·Check bylaws and set e-signature formalities under Law 14,620/2023.
Distributor or reseller in Brazil
Risk ·Termination dispute and claims for investments made by the partner.
Action ·Clear term, notice period and post termination rules.
Yes, between the parties. To use it in a Brazilian court or registry, you will need a sworn Portuguese translation, so bilingual drafting saves time.
You can, but Brazilian courts may not apply it. Arbitration with a chosen law and seat is the more predictable option for cross border contracts.
Yes, when the parties accept that signature method. Since 2023, an electronically signed contract can be an enforceable instrument without witnesses, if the provider attests integrity.
No. We advise on Brazilian law and work alongside your home counsel, so each lawyer covers their own jurisdiction.
As a penalty clause, yes, but the judge can reduce it if it is excessive or the obligation was partly performed, and it cannot exceed the main obligation.
If your country is part of the Apostille Convention, an apostille plus a sworn Portuguese translation is usually enough. Consular legalization is no longer needed in that case.
If your company is already dealing with any of these situations, the next step is a short call about the facts.
Online meetings in English · Attorney client confidentiality
A contract with a Brazilian party is often negotiated in English and enforced in Portuguese. The work is to make sure the document you sign abroad still works in a Brazilian court, arbitration or registry.
We read the contract against Brazilian law and send a short memo in English with the clauses that may not work in Brazil and the suggested wording.
New agreements drafted from your deal terms, either fully governed by Brazilian law or as a Brazilian addendum to your global template.
English and Portuguese versions side by side, consistent in substance, with a language clause that says which version prevails.
Dispute resolution clauses chosen for where you will actually need to enforce: Brazilian courts, foreign courts or arbitration.
Execution formalities that decide whether you can collect a debt directly or must first sue to prove it.
When the Brazilian party stops paying or performing, we review the contract, send notices in Portuguese and assess collection or termination options.
Material your team can act on the same day, in English, with the Portuguese wording ready when the Brazilian party needs it.
Scope and fees are set in an individual written proposal, as required by the Brazilian Bar (OAB).
The clauses that may not work under Brazilian law, why, and what to propose instead.
Tracked changes in English, Portuguese or both, ready to send to the other party.
Which points to hold, which to trade and which are standard in the Brazilian market.
Signatory powers, e-signature method, witnesses and annexes to collect before signing.
When requested, a Portuguese version aligned clause by clause with the English text.
A video call to explain the points to your legal, sales or finance team.
Most problems are invisible until the Brazilian party defaults. That is when the court or the arbitrator reads the contract, and when a weak clause costs months.
English only, so a sworn translation is needed before any court filing.
Foreign governing law chosen without checking whether Brazil will apply it.
Penalty and liability clauses copied from a common law template.
Signature by a person without powers to bind the Brazilian company.
No clear address for notices in Brazil.
Bilingual version with a prevailing language clause.
Arbitration or forum clause chosen for where enforcement will happen.
Penalties and caps that a Brazilian judge will recognize.
Signatory powers checked in the Brazilian company's bylaws.
Notice addresses and email channels that serve as proof.
Use this list before the signature. Each item without a clear answer is a point to raise with the Brazilian party or with us.
Brazil is a civil law jurisdiction. Contracts are read against the Civil Code, and some common law concepts work differently or not at all. These points come up in almost every cross border deal.
Brazilian law does not require private contracts to be written in Portuguese, so an English contract binds both parties. To produce legal effects before Brazilian authorities, however, foreign language documents must be translated into Portuguese (Civil Code, art. 224), and courts require a translation by a sworn translator (Code of Civil Procedure, art. 192). A bilingual contract prepared from the start avoids delay and disputes about translation.
Under the Law of Introduction to the Norms of Brazilian Law (LINDB, art. 9), obligations are governed by the law of the country where they were constituted, and courts are cautious about party autonomy on governing law. In arbitration, the parties can choose the applicable rules of law freely (Arbitration Act, art. 2). That is one reason many cross border contracts with Brazilian parties use arbitration.
Since 2016, article 25 of the Code of Civil Procedure prevents Brazilian courts from hearing a case when an international contract sets an exclusive foreign forum and the defendant raises it. A foreign judgment or arbitral award still needs recognition by the Superior Court of Justice (STJ) before enforcement in Brazil. Brazil is a party to the New York Convention, which makes foreign awards a predictable route.
Electronic signatures are valid in Brazil (Provisional Measure 2,200-2/2001 and Law 14,063/2020), including platforms like DocuSign when the parties accept them. Since Law 14,620/2023 added paragraph 4 to article 784 of the Code of Civil Procedure, an electronically signed contract can qualify as an enforceable instrument without the two witnesses that paper contracts need, as long as the signature provider attests the document's integrity. That allows direct collection proceedings instead of a full lawsuit.
If your counterparty is a Brazilian consumer, the Consumer Defense Code applies. Clauses that waive the consumer's rights or impose a foreign forum are generally void, and the consumer can sue at home. For online services, the Brazilian Internet Act also voids adhesion clauses that do not offer a Brazilian forum for services provided in Brazil.
Contracts involving personal data need LGPD processing terms and, for transfers to countries other than the EU, the Brazilian standard contractual clauses. Contracts with individuals in Brazil carry employment risk. Cross border payments carry withholding taxes and exchange rules, which we flag so your tax advisor can confirm the numbers.
Common law liquidated damages and Brazilian penalty clauses (cláusula penal) look alike but behave differently. Under the Civil Code, the penalty cannot exceed the value of the main obligation (art. 412), and the judge must reduce it equitably when the obligation was partly performed or the amount is manifestly excessive (art. 413). Damages beyond the penalty can only be claimed if the contract says so (art. 416). Caps, penalties and indemnities should be written with those rules in mind.
Contracts for an indefinite term can be terminated by notice, but article 473 of the Civil Code suspends the effect of the notice when the other party made considerable investments that have not had time to pay off. Distribution, reseller and partnership agreements with Brazilian companies should therefore set a clear term, notice periods and what happens to stock, customers and brand use at the end.
Brazil is a party to the Hague Apostille Convention since 2016. Public documents from other member countries, such as certificates of incorporation or notarized powers of attorney, are accepted in Brazil with an apostille instead of consular legalization, plus a sworn translation into Portuguese. Planning this early avoids delays when a Brazilian bank, registry or court asks for proof of your company's existence and signatory powers.
A Brazilian customer, distributor or supplier sent you their contract in Portuguese.
You are about to sign a reseller, partnership or licensing deal for the Brazilian market.
Your global template has never been checked against Brazilian law.
The Brazilian party wants a Portuguese version and you need to know which one prevails.
Payments from a Brazilian customer are late and you need a formal notice.
You are expanding to Brazil and need local versions of your core agreements.
Share the draft, the deal terms and what matters most to you. We confirm scope and deadline in writing.
Fees and turnaround time in an individual proposal, before any work starts, as Brazilian Bar rules require.
A memo in English with the Brazilian law issues and tracked changes in the contract, in English, Portuguese or both.
A call to walk through the points and, if needed, support in the negotiation with the Brazilian party.
Not every contract with a Brazilian party needs local review. These criteria help you decide.
Answers for foreign companies that sign contracts with Brazilian parties.
It is not mandatory, but a Brazilian lawyer checks what your home counsel cannot: whether clauses are enforceable in Brazil, whether the signatory has powers to bind the company, how the contract will be read by a Brazilian court and which formalities let you collect a debt directly.
No. A contract in English is valid between the parties. Documents in a foreign language must be translated into Portuguese to have legal effect before Brazilian authorities (Civil Code, art. 224), and courts require a sworn translation (Code of Civil Procedure, art. 192). Bilingual contracts with a prevailing language clause are common.
The parties can choose it, but Brazilian courts follow the connecting rules of the LINDB and may apply Brazilian law. In arbitration, the parties can freely choose the rules of law, which is why arbitration is often recommended for international contracts with Brazilian companies.
In international contracts, yes in most cases. Article 25 of the Code of Civil Procedure says Brazilian courts cannot hear the case when there is an exclusive foreign forum clause and the defendant raises it, except in matters of exclusive Brazilian jurisdiction. Consumer contracts are treated differently.
Foreign judgments and arbitral awards must be recognized by the Superior Court of Justice (STJ) before enforcement. Brazil has ratified the New York Convention, so foreign arbitral awards follow a well established recognition procedure.
Yes. Provisional Measure 2,200-2/2001 accepts electronic signatures, including those outside the ICP-Brasil certificate system, when the parties agree to them. Law 14,620/2023 allows electronically signed contracts to be enforceable instruments without witnesses, provided the signature provider attests the integrity of the document.
A standard commercial contract is usually reviewed within a few business days. Complex deals with several annexes, negotiation rounds or a Portuguese version to prepare take longer. The deadline is confirmed in the written proposal before the work starts.
Brazilian Bar (OAB) rules require fees to be agreed individually and do not allow generic price lists. After a short call about the contract and the deal, we send a written proposal with scope, deadline and fees.
They work as a penalty clause (cláusula penal) under the Civil Code. The penalty cannot exceed the value of the main obligation, the judge must reduce it if it is manifestly excessive or if the obligation was partly performed, and further damages require an express clause.
Cross border contracts with non resident parties commonly set prices in foreign currency, and Brazilian exchange law (Law 14,286/2021) lists the situations in which obligations payable in Brazil may be stated in foreign currency. Define the currency, the exchange rate date and who bears taxes on the remittance.
Brazil joined the Hague Apostille Convention in 2016. Public documents from other member countries need an apostille instead of consular legalization, and a sworn translation into Portuguese when presented to Brazilian courts, registries or banks.
// about the firm
Diego Castro Advogado is a Brazilian law firm focused on data protection (LGPD), contracts and technology law for digital businesses. The lawyer in charge is Diego Castro, admitted to the Brazilian Bar under OAB/PI 15.613, with a postgraduate degree in Digital Law and author of the book "Termos de Uso sem mistério" on terms of use. The firm has an office at Av. Brigadeiro Faria Lima, 1181, São Paulo, and a base in Teresina, Piauí, and works with foreign companies by video call in English. It advises on Brazilian law only and coordinates with the client's home counsel when the matter also involves foreign law.
By Diego Castro, OAB/PI 15.613 · Published · Updated · 17 min read
// legal sources
Reviewed against the Brazilian Civil Code, the Code of Civil Procedure, the Arbitration Act and the Law of Introduction to the Norms of Brazilian Law (LINDB). Information only. The effect of each clause depends on the parties, the deal and the facts; get advice from a Brazilian lawyer before signing.
Tell us what you sell, who your users in Brazil are and which document or decision is on the table. We reply in English with the next step and, when it makes sense, a written proposal before any work starts.
Online meetings in English · Video calls across time zones
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