Brazil has no single, centralised register of charges and pledges that covers all asset classes and all legal entities across the country. Security interests over movables are recorded primarily at state-level cartórios (notarial offices), while real-estate mortgages go to the Registro de Imóveis in the municipality where the property sits. Additionally. Certain specialised charges. aircraft, vessels, rural credit instruments. are kept in their own federal registries. Before entering a supply contract, extending trade credit. Alternatively, acquiring a Brazilian counterparty. A buyer or lender must run parallel searches across multiple registers, many of which remain manual, paper-based. Alternatively, digitised only at the level of a single state. The absence of a clean national search platform is the single largest structural risk in Brazilian secured-credit due diligence.
Why Brazil's registration landscape is fragmented
The fragmentation is not a recent policy failure – it is embedded in Brazil's federal constitutional structure. The 1988 Constitution assigns to states broad authority over notarial and registry services. Each of Brazil's 26 states plus the Federal District maintains its own network of cartórios, which are privately managed concessions operating under state-level supervision by the Tribunal de Justiça. The federal government can legislate on the substantive law of security interests (and has done so progressively since the 2002 Civil Code and the 2013 Fiduciária reforms). However. It cannot simply consolidate the registers by decree.
The practical consequence is that a creditor or trade counterparty wishing to verify whether a São Paulo supplier has pledged its inventory or receivables must direct searches to cartórios in that city and state. With no guarantee that a lien registered in a different state where the debtor has a branch will appear. Equally, a company's national tax identifier. the CNPJ (Cadastro Nacional da Pessoa Jurídica). Administered by the Receita Federal. can confirm an entity's basic fiscal status at no cost. However, it discloses nothing about encumbrances on that entity's assets.
What the CNPJ and the Junta Comercial do and do not show
The CNPJ number and fiscal status. The Receita Federal makes a taxpayer's CNPJ status publicly available. A query returns whether the entity is active (ativa), suspended (suspensa), irregular (inapta), or cancelled (baixada), along with the company's legal name, date of incorporation, main economic activity code, and registered address. This is genuinely free of charge and publicly accessible without a login. It is the right starting point for any counterparty check – but it tells you nothing about security interests, judicial attachments, or the financial health of the business.
The Junta Comercial (commercial registry) of each state. Corporate filings. articles of incorporation, amendments. Changes of management. are registered at the Junta Comercial of the state in which the company's registered office is located, not nationally. The Departamento Nacional de Registro Empresarial e Integração (DREI) issues national standards and maintains a federal coordination function, but the underlying records sit with each state Junta. Access to certified extracts typically involves a fee at the state level. Additionally, the digitisation of historical filings varies enormously: São Paulo (JUCESP) and Rio de Janeiro (JUCERJA) have advanced online portals. While several northern and north-eastern states still require in-person or local-correspondent requests.
Critically, the Junta Comercial does not record pledges or charges on movable assets. The corporate extract will tell you who runs the company and what its share capital is. it will not reveal that a bank holds a fiduciária over the company's machinery or that a supplier has a penhor mercantil over its stock.
The cartório system: where charges on movables live
Registro de Títulos e Documentos (RTD) and Registro Civil das Pessoas Jurídicas (RCPJ). Under the Lei de Registros Públicos (Law 6.015/1973) and subsequent legislation. Pledges over movables (penhor) and certain financial security arrangements must be registered at the Cartório de Registro de Títulos e Documentos in the domicile of the debtor or the location of the asset, depending on the instrument. The registration creates erga omnes effectiveness – meaning the security interest becomes enforceable against third parties only from the date of registration. An unregistered pledge or fiduciária, however well-drafted, has effect only between the parties.
Fiduciária alienation (alienação fiduciária). Since Law 9.514/1997 for real estate and the 2002 Civil Code for movables, the fiduciária structure has become the dominant secured-lending instrument in Brazil. For movables – including vehicles, equipment, and inventory – registration is required at the RTD in the debtor's domicile. For immovables, registration is at the Registro de Imóveis in the municipality of the property. The fiduciária gives the creditor legal title (not merely a lien) until the debt is repaid. This makes Brazilian enforcement considerably faster than a traditional pledge: the creditor can consolidate title and sell the asset without going through ordinary judicial foreclosure.
What the cartório search actually returns. A certified search (certidão) from the relevant RTD will list instruments registered against a named party within the cartório's territorial competence and for a specified period. The search is name-based (by CPF for individuals, CNPJ or corporate name for legal entities). It does not automatically extend to other cartórios in the same state, let alone in other states. If the debtor has assets or branches in multiple jurisdictions, you need parallel searches in each. Some São Paulo cartórios have begun sharing data through the CNB/SP (state notarial association) platform, but national interoperability remains limited.
Judicial attachments and the Bacenjud / Sisbajud layer
A separate but equally important layer is judicial attachments (penhoras). Brazilian courts can freeze bank accounts, real estate, and movables through electronic judicial systems. The main instrument for freezing bank accounts is the Sisbajud platform (formerly Bacenjud), which allows judges to directly command the Central Bank's system to block accounts held at any Brazilian financial institution. The existence of an active penhora over a company's bank accounts or specific assets may not appear in any cartório search. it exists only in court records and is indexed at the level of the individual court proceeding (processo judicial).
Searches for judicial attachments must therefore be run separately through the portals of the relevant state and federal courts (Tribunais de Justiça, TRFs, and specialist labour courts – Tribunais Regionais do Trabalho). The labour courts (TRT) deserve particular attention in the supply context: Brazilian labour law creates powerful preferential creditor status for employees. Additionally. Unfunded labour liabilities or ongoing TRT executions can effectively subordinate trade creditors and secured lenders alike.
Real-estate mortgages and the Registro de Imóveis
Mortgages and fiduciária alienations over real estate are registered at the Cartório de Registro de Imóveis of the municipality in which the property is located. Unlike movable-asset registries, which are debtor-domicile based, the real-estate register is asset-based: each piece of real property has a matricula (title folio) that records all encumbrances, transfers, and liens in sequence. A certified extract of the matricula (certidão de inteiro teor da matrícula) is the definitive source for the encumbrance status of a specific property.
The limitation here is that a search against a company's name across all Brazilian real-estate registries is practically impossible without knowing which properties the company owns. The starting point must be the company's balance sheet or a declaration of assets, and then title searches at each relevant municipality. This is standard procedure in real-estate acquisitions and project-finance transactions but is frequently underweighted in supply-chain due diligence.
Specialised federal registers
Certain asset classes are governed by dedicated federal registration regimes that sit outside the cartório system entirely.
Aircraft. The Registro Aeronáutico Brasileiro (RAB), maintained by the civil aviation authority ANAC, records ownership and encumbrances over civil aircraft registered in Brazil. A search against a specific aircraft registration mark will disclose whether there is an international interest registered under the Cape Town Convention. Brazil acceded to the Convention and its Aviation Protocol. Making the International Registry of Mobile Assets (IRMA) directly relevant for aircraft finance.
Vessels. Security interests over vessels are registered at the Tribunal Marítimo in Rio de Janeiro. The Registro de Propriedade Naval covers ownership and hypotheca naval (maritime mortgage). This is a federal register but operates with significant procedural formality, and searches require identification of the specific vessel by registration number.
Rural credit and agribusiness instruments. Brazil has a sophisticated agribusiness credit system involving instruments such as the Cédula de Produto Rural (CPR), the Warrant Agropecuário, and the Certificado de Recebíveis do Agronegócio (CRA). These are often registered with the Cartório de RTD but may also involve depository institutions or B3 (the Brazilian stock exchange). The chain of custody for agribusiness receivables is particularly complex and is a structural blind spot in supply-chain finance due diligence involving food, soya, or other commodity supply chains.
What a supply-chain risk search should cover in practice
Given the fragmentation described above, a credible due-diligence sweep for supply risk in Brazil must combine at least the following lines of inquiry:
1. Corporate identity and fiscal status. CNPJ consultation via the Receita Federal (free, no login required). Verify that the entity is ativa and that the registered address matches what the counterparty has represented. Note the main CNAE (economic activity code) to calibrate which asset classes and regulatory regimes are most likely to be relevant.
2. Corporate structure and management. Certified extract from the Junta Comercial of the relevant state. Confirm current legal representatives (who can bind the company), share capital, and any recent amendments that might indicate a restructuring or asset transfer. If the company is part of a group, check whether the ultimate controlling entity (controlador) is domiciled in the same state or abroad.
3. Charges on movables. Certidão from the Cartório de Registro de Títulos e Documentos in the debtor's domicile (and in any other state where the debtor has significant operations or assets). Request a search for all instruments registered against the CNPJ and legal name for a lookback period appropriate to the transaction – typically at least five years, since some instruments may carry long maturities.
4. Real-estate encumbrances. If the counterparty's balance sheet reflects material real property, obtain certidões de inteiro teor da matrícula for each relevant property from the respective Cartório de Registro de Imóveis. For a supplier whose main asset is its manufacturing facility, this is not optional.
5. Judicial and labour attachments. Run name-based searches through the portals of the state courts (TJSP, TJRJ, etc.), the federal courts (Justiça Federal), and the regional labour tribunals (TRT) covering the jurisdictions where the company operates. The labour-court search is especially important: undisclosed TRT executions are among the most common sources of unexpected creditor subordination in Brazilian supply chains.
6. Protest records. Cartórios de Protesto (protest registries) record dishonoured bills, unpaid cheques, and other commercial defaults. A protesto search against the company's CNPJ is a rapid early-warning indicator. Several state associations of cartórios now offer centralised protest searches for their state, though national consolidation is still incomplete. The Instituto de Estudos de Protesto de Títulos do Brasil (IEPTB) coordinates some level of national data sharing, but coverage remains uneven.
7. Tax certificates (Certidões Negativas de Débitos). The Receita Federal and the Procuradoria-Geral da Fazenda Nacional (PGFN) issue Certidões Negativas (or Positivas com Efeitos de Negativa) for federal tax debts. State tax authorities (SEFAZ) issue equivalent certificates for ICMS and other state taxes. Municipal authorities issue certificates for ISS (services tax) and municipal fees. A full tax-clearance sweep across federal, state, and municipal levels is standard in M&A but often skipped or abbreviated in supply-contract onboarding – a material oversight for long-term supply relationships.
The gap that no search closes: informal and unregistered encumbrances
Even a comprehensive multi-register sweep leaves significant blind spots. Brazilian secured-lending practice includes several instruments that may not generate a publicly searchable registration at the time a due-diligence search is run:
Cessão fiduciária de recebíveis. The fiduciary assignment of receivables – effectively a security interest over future cash flows – is a common bank-lending tool. It may be perfected by registration at the RTD, but some structures rely instead on notification to account-debtors or on contractual representations, and may not be centrally searchable until enforcement is triggered.
Warehouse receipts and goods-in-transit. Agricultural and industrial goods in transit or storage may be subject to warrants or CPRs that are not captured by a cartório search against the debtor's CNPJ alone. Supply-chain participants who extend trade credit against inventory need to verify the location and custodial arrangements of goods independently.
Intercompany liens. Within Brazilian corporate groups, it is common for a parent or sister company to hold security over the assets of a subsidiary as collateral for intragroup loans. These may be registered at cartórios but are not always disclosed in corporate extracts. Additionally. The intragroup nature of the arrangement may make it easy to overlook in a name-based search if only the operating subsidiary's CNPJ is searched.
Foreign-law security interests. Where a Brazilian company has borrowed from foreign lenders under English or New York law. The security package may include a share pledge or account charge governed by foreign law, registered (or not) in a foreign jurisdiction. Brazilian courts will give effect to a validly perfected foreign security interest in some circumstances. However. The interaction with Brazilian insolvency law. particularly the Lei de Recuperação Judicial (Law 11.101/2005). is a specialised area where generalised statements about enforceability are unreliable.
Supply-risk implications: what this means before signing
For a buyer or financier entering a supply relationship with a Brazilian counterparty, the registration landscape described above has concrete operational consequences.
First, a counterparty that appears financially healthy on the basis of CNPJ status and a clean Junta Comercial extract may simultaneously have pledged its inventory. Assigned its receivables to a bank. Additionally, be subject to TRT executions. none of which will appear without the additional searches described. The cost of discovering this after goods have shipped or credit has been extended is typically far higher than the cost of running the searches upfront.
Second, the fragmentation means that due-diligence timelines must account for the reality of obtaining certified documents from multiple cartórios across potentially several states. Digital portals have improved turnaround significantly in the South and South-East, but cannot be assumed everywhere. Transactions with tight timetables should factor in the possibility of manual follow-up or local correspondent engagement.
Third, in a recovery-judicial (recuperação judicial) scenario. Brazil's equivalent of restructuring proceedings. a supplier of goods is an unsecured creditor unless it has either retained title under a valid and registered fiduciária or can establish a priority claim under another specific legal basis. The Lei de Recuperação Judicial creates a strict hierarchy of creditors. Trade creditors who have not verified the encumbrance landscape before extending credit routinely find themselves ranked below secured financial creditors and labour claimants in a way that leaves recovery negligible.
Fourth, for M&A transactions where a Brazilian company is the target, the encumbrance picture at the subsidiary level may be obscured by group-level financing arrangements. A thorough search requires drilling down to each operating entity's CNPJ and running the full suite of checks described above for each material entity, not just the ultimate holding company.
How Ferraz & Whitmore approaches Brazil encumbrance searches
Our cross-border practice covers secured-credit verification and supply-chain due diligence for transactions involving Brazilian counterparties from our Lisbon base. Working with a network of local correspondents in São Paulo, Rio de Janeiro. Additionally, other major Brazilian commercial centres. We coordinate multi-register searches, consolidate results into a coherent encumbrance picture, flag gaps that cannot be closed by registry data alone. Additionally. Advise on the legal consequences under both Brazilian law and the governing law of the transaction.
We do not perform searches ourselves at individual cartório counters. that work is done by trained local correspondents. but we design the search protocol. Review the resulting certificates. Additionally, provide the legal analysis that connects registry findings to transaction risk. For supply-chain onboarding programmes where multiple Brazilian suppliers require periodic re-screening, we can establish a systematic monitoring protocol rather than one-off spot checks.
If you are assessing a Brazilian supplier, extending trade credit to a Brazilian buyer, or acquiring a business with Brazilian operations, the encumbrance search is not a formality. It is the layer of due diligence most likely to reveal a problem that changes the economics of the transaction. Contact us at info@ferrazwhitmore.com or visit our contacts page to discuss your specific situation.
Disclaimer: This article is provided for informational purposes only and does not constitute legal advice. The law and registry practices described reflect the position as understood at the publication date and are subject to change. Access conditions, fees, and digitisation levels at individual cartórios and state registries vary and should be confirmed locally before relying on them for any specific transaction. Ferraz & Whitmore accepts no liability for decisions taken on the basis of this article without prior legal consultation.