What is the acao renovatoria in a Brazilian commercial lease?

It is a statutory renewal action under Articles 51 and 52 of the Tenancy Law (Lei 8.245/1991) that lets a commercial tenant compel renewal of the lease. The main conditions are that the lease is in writing with a fixed term, that the term (alone or by adding consecutive contracts) reaches at least five years, and that the tenant has run the same business for at least three uninterrupted years. It protects the goodwill a business builds at a location, which is why the fixed term matters so much.

When must a Brazilian tenant file the renewal action?

The acao renovatoria must be filed in the window from one year to six months before the current lease term ends. This is a strict deadline. A tenant who files too early or, more commonly, too late loses the right to compel renewal even if all the other conditions are met. Commercial tenants who are relying on the renewal protection should diarise this window well in advance so the action is filed in time.

How many guarantees can a Brazilian landlord require?

Only one at a time. Article 37 of the Tenancy Law allows a lease to require a single form of guarantee: a surety (fianca), a security deposit (caucao, commonly up to three months rent), or lease insurance (seguro-fianca). Requiring more than one form together, such as a deposit plus a surety, is unlawful. The parties choose which single guarantee applies, and a demand for stacked guarantees can be challenged by the tenant.

Can a Brazilian landlord refuse to renew a commercial lease?

Even where the tenant meets the renewal conditions, the landlord can resist renewal in the limited cases set out in Article 52, such as public-authority-ordered works that radically transform the property, the landlord's own use of the property, or transfer to an existing business of the landlord or close family. In some of these cases the tenant may be entitled to compensation. Outside these grounds, a qualifying tenant can generally compel renewal through the courts.

How is rent adjusted under a Brazilian commercial lease?

Rent is usually adjusted once a year by a price index chosen in the lease, commonly the IGP-M or the IPCA. Separately, after three years either party can bring a review action (acao revisional) to realign the rent to the market level if it has drifted. The parties should state the index and the adjustment date clearly in the lease to avoid disputes, since indices can move quite differently from one another over time.

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Commercial lease in Brazil: Template, Key Clauses and Local Law (2026)

Adira EditorialLegal AI desk13 October 20266 min read

What a Brazilian commercial lease is, and the law that governs it A commercial lease in Brazil (locacao nao residencial) is a contract to rent urban property for a business, such as a shop, office, warehouse or restaurant. It is governed by the Tenancy Law (Lei do Inquilinato, Lei 8.245/1991), which covers both residential and non-residential urban leases but treats them differently. The most important difference for business tenants is the renewal action (acao renovatoria), a statutory right to compel renewal of a long commercial lease if conditions are met. The law balances freedom of contract with mandatory protections. Parties can negotiate rent, term, guarantees and adjustment, but they cannot contract out of the renewal right or the statutory guarantee rules. Getting the fixed term and the business record right is what unlocks the strongest protection for a commercial tenant. This article is general guidance, not legal advice. Have a Brazilian lawyer review a lease before you sign. ## What local law requires in 2026 - The Tenancy Law applies (Lei 8.245/1991). It governs urban leases, including non-residential ones. Some property is excluded or governed by other rules, such as public property and certain parking or advertising spaces.

The renewal action (acao renovatoria, Arts. 51-52). A commercial tenant can compel renewal if the lease is in writing with a fixed term, the term (alone or by adding consecutive contracts) is at least five years, and the tenant has run the same business for at least three uninterrupted years.
The filing window. The renewal action must be filed in the period from one year to six months before the current term ends. Miss it and the right is lost.
Landlord grounds to refuse renewal (Art. 52). Even where conditions are met, a landlord may resist renewal in limited cases, such as a public-authority-ordered works that radically transform the property, the landlord's own use, or transfer to an existing business, sometimes with compensation to the tenant.
Guarantees (Art. 37). A lease may require only one form of guarantee at a time: a surety (fianca), a security deposit (caucao, commonly up to three months rent), or lease insurance (seguro-fianca). Requiring more than one is unlawful.
Rent adjustment. Rent is commonly adjusted annually by a price index (such as IGP-M or IPCA) as agreed, and a review action (acao revisional) can realign rent to market after three years. ## Brazilian commercial lease template Copy the block below and fill the bracketed fields. If you want the renewal protection, aim for a written fixed term of at least five years. ``` COMMERCIAL LEASE (LOCACAO NAO RESIDENCIAL) This lease is made on [DATE] BETWEEN: [LANDLORD NAME], [CPF/CNPJ], [address] ("Landlord") AND [TENANT NAME], [CPF/CNPJ], [address] ("Tenant") 1. PROPERTY AND USE The Landlord leases to the Tenant [address, description]. Permitted use: [business activity]. Use is limited to this purpose. 2. TERM Fixed term of [N] years from [DATE]. [A written fixed term of at least five years supports a renewal action.] 3. RENT AND ADJUSTMENT Rent: [amount] per month, due on [day]. Annual adjustment by [index, e.g. IGP-M / IPCA]. 4. GUARANTEE The Tenant provides [one of: surety (fianca) / deposit (caucao) / lease insurance (seguro-fianca)]. Only one guarantee applies (Art. 37). 5. CHARGES The Tenant pays [condominium fees, utilities, ordinary charges]; the Landlord bears [extraordinary condominium charges, structural works]. 6. MAINTENANCE AND ALTERATIONS The Tenant keeps the property in good condition; alterations need the Landlord's written consent. Fit-out and benfeitorias: [terms]. 7. ASSIGNMENT AND SUBLEASE Assignment or sublease requires the Landlord's prior written consent. 8. RENEWAL The parties record that the Tenant may seek renewal under Arts. 51-52 of Lei 8.245/1991 where the statutory conditions are met. 9. TERMINATION Grounds, notice and penalties for early termination (penalty reduced in proportion to the time served). 10. GOVERNING LAW AND FORUM Brazilian law applies. The forum is [city/state]. Signed: Landlord ____________ Tenant ____________ Name / date Name / date

- **Guarantee (clause 4).** The law allows only one guarantee form at a time. Choose surety, deposit or lease insurance, and do not stack them, because requiring more than one is unlawful.
- **Charges (clause 5).** Split ordinary and extraordinary condominium charges correctly. Tenants generally bear ordinary charges and the landlord bears extraordinary and structural ones.
- **Renewal (clause 8).** Recording the renewal right does not create it, but it signals the parties understand the regime. The tenant must still file the acao renovatoria in the one-year-to-six-months window. ## Red flags to avoid - Missing the renewal filing window. The acao renovatoria must be filed between one year and six months before the term ends, or the right is lost.
- Stacking guarantees, such as a deposit plus a surety, which Article 37 forbids.
- A short or merely verbal term where the tenant needs renewal protection, since the renewal right needs a written fixed term reaching five years.
- Misallocating condominium charges between ordinary and extraordinary.
- No penalty-reduction clause for early termination, leaving the full penalty due regardless of time served.
- Overlooking which property is excluded from the law or subject to other rules. ## Where a contract workspace helps A template gives you a workable Brazilian commercial lease. The ongoing work is everything after signing: structuring the term so the renewal right is available, diarising the one-year-to-six-months window to file the acao renovatoria, keeping to a single lawful guarantee, tracking annual index adjustments and the three-year review point, and keeping charges correctly split across a portfolio. Drafting or reviewing a lease, checking the term and guarantee rules, and tracking renewal, adjustment and review dates can sit in one AI workspace tuned to how your company leases. [Adira](https://adiralaw.com) is built around that shape: it drafts from a lease template, models the lease as linked clauses so it can flag a stacked guarantee or a term that misses the renewal threshold, lets you edit in plain language, and keeps renewal, adjustment and notice dates on one timeline. Adira is India-first today, and deeper Brazil-specific coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Brazilian property lawyer for the local-law call. The template above is enough to start a fair lease on its own. Last verified October 2026.

Frequently asked questions

What is the acao renovatoria in a Brazilian commercial lease?: It is a statutory renewal action under Articles 51 and 52 of the Tenancy Law (Lei 8.245/1991) that lets a commercial tenant compel renewal of the lease. The main conditions are that the lease is in writing with a fixed term, that the term (alone or by adding consecutive contracts) reaches at least five years, and that the tenant has run the same business for at least three uninterrupted years. It protects the goodwill a business builds at a location, which is why the fixed term matters so much.
When must a Brazilian tenant file the renewal action?: The acao renovatoria must be filed in the window from one year to six months before the current lease term ends. This is a strict deadline. A tenant who files too early or, more commonly, too late loses the right to compel renewal even if all the other conditions are met. Commercial tenants who are relying on the renewal protection should diarise this window well in advance so the action is filed in time.
How many guarantees can a Brazilian landlord require?: Only one at a time. Article 37 of the Tenancy Law allows a lease to require a single form of guarantee: a surety (fianca), a security deposit (caucao, commonly up to three months rent), or lease insurance (seguro-fianca). Requiring more than one form together, such as a deposit plus a surety, is unlawful. The parties choose which single guarantee applies, and a demand for stacked guarantees can be challenged by the tenant.
Can a Brazilian landlord refuse to renew a commercial lease?: Even where the tenant meets the renewal conditions, the landlord can resist renewal in the limited cases set out in Article 52, such as public-authority-ordered works that radically transform the property, the landlord's own use of the property, or transfer to an existing business of the landlord or close family. In some of these cases the tenant may be entitled to compensation. Outside these grounds, a qualifying tenant can generally compel renewal through the courts.
How is rent adjusted under a Brazilian commercial lease?: Rent is usually adjusted once a year by a price index chosen in the lease, commonly the IGP-M or the IPCA. Separately, after three years either party can bring a review action (acao revisional) to realign the rent to the market level if it has drifted. The parties should state the index and the adjustment date clearly in the lease to avoid disputes, since indices can move quite differently from one another over time.

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Commercial lease in Brazil: Template, Key Clauses and Local Law (2026)

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