Enforcement may be possible
Paper contract with two witnesses
A private document signed by the debtor and two witnesses may constitute an enforcement instrument, provided that the obligation is certain, of an ascertainable amount and enforceable.
For businesses · Brazilian business and civil law
A portfolio of unpaid debts requires classification before collection
Documents, maturity, security and history determine whether a claim can proceed to negotiation, formal protest, enforcement, ação monitória or another measure.
Informational content. Recovery, timing and the appropriate measure depend on the documentation, debtor and economic viability.
Each claim needs its own route
Priority combines evidence, time limits, cost and the prospect of assets being available.
Assessment first
The portfolio is classified by document and risk
Paper and electronic
The signing method can change the route
Brasília and online
Business assistance throughout Brazil
Starting point
Non-payment needs to be treated as a portfolio, rather than a list
Pursuing every claim in the same way may increase costs, miss deadlines and waste documents that could enable a more efficient route.
The assessment identifies what is overdue, who the debtor is, how the obligation was formalised, which security exists and what has already been attempted. It also distinguishes commercial disagreements from established non-payment.
Priority does not follow from the highest amount alone. Limitation periods, evidence quality, debtor location, cost and the prospect of assets being available need to be considered together.
Who this is for
Situations where an assessment may help
The initial sample reveals patterns before the work expands to the whole portfolio.
- A business with an accumulated portfolio of unpaid debts and no clear prioritisation criteria.
- A business selling on credit that needs to establish a documented collection process.
- A creditor holding older instruments with questions about limitation periods or loss of enforceability.
- A business whose contracts, orders, tax invoices and evidence are scattered across different systems.
- A finance team seeking to distinguish claims suited to negotiation, formal protest or court proceedings.
- A business with instalment agreements or acknowledgements of debt that have been breached.
- A creditor of a company in Brazilian judicial reorganisation, closed down or with no assets located.
- A business taxed under Brazil's lucro real regime that needs to assess losses with its accountant.
Document and route
The form of evidence changes the route
The options below are general references. Having a document does not remove the need to check validity, ascertainable amount, enforceability and the debtor's defence.
Enforcement may not require witnesses
Electronic contract
Since 2023, the CPC (Brazilian Code of Civil Procedure) has allowed witnesses to be waived where an electronic instrument's integrity is verified by a signature provider.
Enforcement may be possible
Accepted duplicata (Brazilian trade bill)
Formal validity, maturity, the debtor and any jointly liable parties must be checked before proceedings are commenced.
Enforcement with additional requirements
Unaccepted duplicata
As a rule, it requires formal protest, evidence of delivery of the goods or services and no valid refusal of acceptance.
Enforcement or ação monitória
Cheque or promissory note
The route depends on the instrument's own limitation period. Once direct enforceability has been lost, an ação monitória (Brazilian payment-order procedure based on written evidence) may remain available within its applicable period.
An ação monitória may be possible
Tax invoices, orders, emails and deliveries
Together, these may provide written evidence without direct enforceability, provided they demonstrate an obligation to pay a specified amount.
Ordinary debt claim or further evidence
Insufficient or disputed evidence
Where proving the obligation's existence, amount or maturity requires more extensive evidence, ordinary proceedings may be necessary.
Electronic contracts changed the witness rule
The claim that every contract without two witnesses loses direct enforceability is outdated. Article 784, § 4º, of the CPC waives witnesses for electronic instruments whose integrity is verified by a signature provider. The platform, trail and original file must be preserved.
Limitation periods
Each document has a different clock
The dates below describe general rules. Instalments, protests, acknowledgements, interruptions and special legislation may change the calculation.
Cheque
Enforcement: a specific, short period
The Lei do Cheque (Brazilian Cheque Law) provides for six months after the end of the presentment period. An ação monitória has a five-year period from the day following the issue date shown on the cheque.
Promissory note
Enforcement: generally 3 years
After direct enforceability is lost, an ação monitória has a five-year period from the day after maturity, according to Súmula 504 of the STJ (Brazilian Superior Court of Justice).
Duplicata
Drawee and its aval guarantor: generally 3 years
The period runs from maturity, but actions against endorsers, aval guarantors and other jointly liable parties have their own rules.
Debt of an ascertainable amount in an instrument
General rule: 5 years
The Código Civil (Brazilian Civil Code) provides five years for a claim to recover a debt of an ascertainable amount recorded in a public or private instrument.
Losing direct enforceability does not necessarily mean losing every right to claim payment, but another route and a new assessment of the period may be needed.
Tax considerations
Accounting losses and legal recovery need to be considered together
Lei nº 9.430/1996 contains specific rules for receivables arising from a legal entity's activities when calculating lucro real.
Tax regime
The deduction under Lei nº 9.430/1996 concerns the calculation of lucro real (actual taxable profit under Brazilian law) and must not be presented as a general benefit for every business.
Amount, time and security
Requirements vary according to the amount per transaction, period overdue and whether security exists. Older contracts may fall into different bands.
Collection or formal protest
In certain bands, the law requires administrative collection or court action. Article 9º-A allows certain requirements for court proceedings to be replaced by formal protest.
Recording and subsequent recovery
Restrictions apply to related parties, and deducted receivables subsequently recovered must be brought back into the lucro real calculation.
Tax caution
This page does not recommend an accounting entry or promise tax savings. Contract date, security, amount per transaction, tax regime, bookkeeping and later recovery must be validated with the business's accounting and tax advisers.
Portfolio risk
What is the oldest instrument still awaiting action?
Classifying claims by maturity and document helps identify the first priority.
Available measures
Recovery may combine out-of-court and court stages
The choice depends on the documents, debtor's response, cost and economic usefulness.
Out-of-court notice
Formally records the demand, organises the information and may prepare negotiation or a later measure, subject to the applicable legal effects.
Negotiation and instalments
The term, initial payment, security, acceleration and consequences of breach need to be documented.
Acknowledgement of debt
May consolidate scattered documents and create a clearer instrument, subject to signatures, representation and validity requirements.
Formal protest (protesto)
A procedure governed by Lei nº 9.492/1997. Protesto cambial (formal protest of a negotiable instrument) may interrupt limitation, but requires a valid debt and documentation.
Credit default register
Submitted data must be accurate. The register operator gives prior notice and, after full payment, the creditor must request removal within the applicable period.
Ação monitória
Used where written evidence of the obligation exists but the document does not have the status of an out-of-court enforcement instrument under Brazilian law.
Enforcement
Requires a certain, ascertainable and enforceable obligation supported by an enforcement instrument. The debtor retains the right to defend the claim and raise legally permitted issues.
Proceedings concerning liability for assets
Disregarding a company's separate legal personality is not automatic: it depends on substantive requirements and the procedure laid down in the CPC.
Protecting the business
What to avoid when collecting debts
A legitimate debt does not authorise abuse, exposure or the use of inaccurate information.
In a consumer relationship, the CDC (Brazilian Consumer Protection Code) prohibits harassment and threats. Between businesses, good faith, abuse of rights, data protection and civil liability remain relevant.
- Demanding an incorrect, not yet due or already paid amount, or an amount without a verifiable calculation.
- Exposing the debtor to clients, employees, suppliers or other third parties.
- Using threats, harassment, false statements or an abusive frequency of contact.
- Protesting an unsupported document, against the wrong party or for an unsubstantiated amount.
- Submitting inaccurate data to a credit default register or failing to request removal after payment.
- Issuing portfolio claims in bulk without checking limitation, representation, addresses and document quality.
- Seeking disregard of legal personality or asset freezes without concrete grounds, treating exceptional measures as automatic.
- Sharing more personal data than necessary or without appropriate controls during collection.
Common cases
Situations requiring a careful decision
The same balance may require different measures depending on its basis and the quality of the documents.
- Paper contracts were signed without witnesses and electronic contracts lack a verifiable integrity trail.
- Tax invoices are not linked to orders, acceptances or proof of delivery.
- Instalment agreements were breached, but the agreement did not define acceleration or security.
- Some instruments are close to limitation or their enforcement period has already ended.
- The debtor ceased trading, changed address or transferred the operation to another legal entity.
- The debtor company entered judicial reorganisation and the claim needs to be checked or submitted for admission.
- Enforcement located no assets, making it necessary to assess cost, usefulness and next steps.
- The accounting team requests evidence of collection efforts and possible recording of a loss.
Legal assistance
How the operation can be organised
The scope may begin with a sample and develop into a process suited to financial management.
- 01
Sample and assessment
Review by document type, amount, maturity, debtor, security, collection history and limitation risk.
- 02
Portfolio classification
Distinguishing claims suited to negotiation, formal protest, enforcement or ação monitória, and those requiring further evidence.
- 03
Out-of-court strategy
Defining communications, proposals, authority limits, agreement documentation and criteria for closure or escalation.
- 04
Formal measures
Formal protest, registration or court action are assessed claim by claim according to cost, evidence, time limits and the prospect of assets being available.
- 05
Reporting and prevention
Monitoring the portfolio and identifying improvements to contracts, signatures, deliveries and internal processes.
Who will assist you
Alex Rodrigues Alves
A lawyer with education in law, accounting and economics and postgraduate qualifications in Brazilian business law and out-of-court legal practice.
Multidisciplinary education helps with examining legal documents, coordinating with accounting controls and considering the economic cost of each measure.
- Postgraduate qualification in Brazilian business law
- Postgraduate qualification in out-of-court legal practice in Brazil
- Bachelor's degree in accounting
- Bachelor's degree in economics
Frequently asked questions
Questions about commercial debt recovery
The answers describe general rules. Dates, contracts and documents may change the classification.
Is commercial debt recovery the same as judicial reorganisation?
No. Debt recovery is the creditor's work to obtain payment of outstanding sums. Recuperação judicial is a Brazilian procedure used by a debtor business in financial difficulty to reorganise its obligations.
Must the assessment cover the entire portfolio?
Not necessarily. A representative sample can identify documentary patterns and help establish the scale of the work before all claims are classified.
Can a contract without witnesses not be enforced?
For a private paper document, two witnesses remain the rule under Article 784, III, of the CPC. For electronic instruments, § 4º allows them to be waived where integrity is verified by a signature provider. Other exceptions depend on the document's particular features.
What is the difference between enforcement, ação monitória and an ordinary debt claim?
Enforcement requires a legally recognised instrument and a certain, ascertainable and enforceable obligation. An ação monitória starts from written evidence without direct enforceability. An ordinary debt claim uses the ordinary procedure where the existence or amount of the obligation needs to be established more fully.
Does missing the enforcement deadline extinguish the debt?
Not necessarily. Some instruments may support an ação monitória or another claim within a different period. Calculation depends on the document, maturity, acknowledgements, protests, interruptions and other facts of the case.
Does formal protest always interrupt limitation?
The Código Civil gives this effect to protesto cambial. Its application depends on the instrument, the validity of the protest and a period still running; no assumption should be made that any entry restarts a period that has already expired.
Who must notify the debtor before a default entry?
Under Súmula 359 of the STJ, the credit protection register operator must notify the debtor before registration. The creditor business remains responsible for the accuracy of the data it submits and for requesting removal after payment.
When must removal be requested after payment?
Súmula 548 of the STJ requires the creditor to request removal within five working days after full and effective payment, in the context governed by that ruling.
Can collection give rise to a tax deduction?
Lei nº 9.430/1996 allows certain losses arising from a business's activities to be recorded under the lucro real regime, subject to requirements concerning amount, overdue period, security and collection measures. The decision must be validated by accounting and tax advisers.
Are court proceedings always necessary to record a loss?
No. Requirements vary by band and type of claim. Article 9º-A also allows certain requirements for court proceedings to be replaced by formal protest, subject to statutory conditions and expenses.
Do claims against related parties follow the same tax rule?
The law restricts loss deductions involving parent companies, subsidiaries, associated and interconnected companies and certain individuals related to the creditor business. Each case must be checked individually.
Can a company in judicial reorganisation be pursued for payment?
The claim needs to be classified by origin and date, checking whether it is subject to the reorganisation proceedings, whether it appears in the list and which admission, objection or recovery measure applies.
Does disregarding legal personality allow direct recovery from the shareholders or members?
Not automatically. The applicable substantive requirements, such as abuse of legal personality in legally specified situations, must be demonstrated, and the right to be heard must be respected in the incidental proceedings.
Can portfolios containing many claims be handled?
Yes, provided segmentation criteria, sufficiently reliable data and an approval process exist. High-volume portfolios and individually significant claims require different operating models.
How are fees determined?
Fees are set out in a written contract, with reference to the OAB fee schedule, volume, complexity, stages and form of ongoing assistance. Court costs, registry fees and expenses are addressed separately where applicable.
Can assistance be provided online?
Yes. Assessments, meetings and document organisation can take place online for businesses throughout Brazil. In-person appointments are also available in Ceilândia Sul, Brasília/DF.
Useful navigation
Related services
WhatsApp messages can be received in different languages. Telephone calls are available in Portuguese, English and Spanish.
Initial assessment
Describe the portfolio's profile
State the business sector, approximate number of claims, predominant document type and age of the oldest instruments.
Official sources and related pages
Official information