Legal instruments of structured real estate transactions

Large real estate transactions rest on a set of statutory institutions which, properly combined, segregate risks, enable financing and lend predictability to occupancy relationships.

Risk segregation in development

Development conducted through a special purpose entity is decisively reinforced by the segregated estate regime of arts. 31-A to 31-F of Law 4,591/1964, which separates the land, accessions and other assets and rights linked to the development from the general estate of the developer, shielding the project from corporate crises. The election also gives access to the special tax regime of Law 10,931/2004, with unified collection on the revenue of the segregated development.

Financing and security

The fiduciary transfer of real property, governed by Law 9,514/1997, has become the central security of real estate credit, as it allows consolidation of ownership and realization of the asset through extrajudicial auction upon default, within timeframes incomparably shorter than mortgage foreclosure. In the capital markets, the securitization framework enacted by Law 14,430/2022 unified the rules for the issuance of receivables certificates and the fiduciary regime over the underlying credits, broadening the funding alternatives of companies in the sector.

Long term occupancy agreements

In build to suit leases, art. 54-A of Law 8,245/1991 recognizes the prevalence of freely negotiated terms, allows waiver of the right to rent review and authorizes a termination penalty of up to the sum of the rents to maturity, an indispensable framework where the developer investment is sized by the contract. Sale and leaseback structures, in turn, combine the disposal of the asset with a long term lease back to the seller, releasing capital without operational discontinuity.

Time sharing ownership, regulated by Law 13,777/2018 in arts. 1,358-B et seq. of the Civil Code, created a specific registration regime for the temporal division of property, each time fraction constituting an autonomous unit.

Diligence and the new tax environment

None of these structures dispenses with registry, tax and environmental diligence over the asset, the chain of title and the seller. Supplementary Law 214/2025 added to the review the assessment of the specific IBS and CBS regime for transactions with real property, whose base and rate reductions now form part of the economic equation of any acquisition, lease or development.

This article is for general information only and does not constitute legal advice. For guidance on specific situations, please contact our team at contato@gotlibrocha.com.br.