Shareholders agreement in Brazil: Template, Key Clauses and Local Law (2026)

What a Brazilian shareholders agreement is, and the article that governs it A shareholders agreement in Brazil (acordo de acionistas) is a contract among the shareholders of a corporation (sociedade anonima, S.A.) about how they will hold, vote and transfer their shares and exercise control. It is expressly recognised and regulated by Article 118 of the Corporations Law (Lei 6.404/1976), which gives a properly filed agreement unusual force: the company itself must observe it. This is stronger than in many jurisdictions, where a shareholders agreement binds only the signatories. For a limited liability company (sociedade limitada, Ltda) there is no equivalent statutory article. A quotaholders agreement (acordo de quotistas) rests on general contract and the Civil Code, and on the company's bylaws (contrato social). The guidance below focuses on the S.A. regime under Article 118, which is the model most people mean. This article is general guidance, not legal advice. Have a Brazilian lawyer review a shareholders agreement before you sign. ## What local law requires in 2026 - Article 118 recognises the agreement. It covers agreements on the purchase and sale of shares, pre-emptive rights to acquire them, the exercise of voting rights, and the exercise of control.

• The company must observe a filed agreement. Once the agreement is filed (arquivado) at the company's head office, the company must respect it. This is what makes a Brazilian shareholders agreement bind the company, not just the signatories.
• Effect on third parties (Art. 118, paragraph 1). Obligations or charges under the agreement bind third parties only after they are recorded in the company's share registers and, where issued, noted on the share certificates.
• No shield from control liability (paragraph 2). The agreement cannot be used to excuse a shareholder from responsibility for abusive voting (Art. 115) or abuse of control (Arts. 116 and 117).
• Specific performance (paragraphs 3, 8 and 9). A party can seek specific performance of the agreed obligations. The chair of a meeting must disregard a vote cast in breach of a filed agreement, and a party may vote in place of a defaulting or absent party in the cases the law allows. This makes voting arrangements genuinely enforceable.
• Term and conditions (paragraph 6). An agreement tied to a term or to a resolutory condition can only be ended on its own terms, which supports stability of control arrangements. ## Brazilian shareholders agreement template Copy the block below and fill the bracketed fields. File the signed agreement at the company's head office and record the relevant charges in the share registers. ``` SHAREHOLDERS AGREEMENT (ACORDO DE ACIONISTAS) This agreement is made on [DATE] BETWEEN the shareholders of [COMPANY NAME] S.A. ("the Company"): [SHAREHOLDER A], [SHAREHOLDER B], [SHAREHOLDER C] (the "Shareholders") 1. PURPOSE The Shareholders regulate the exercise of voting rights, control, and the purchase, sale and pre-emption of shares under Art. 118 of Lei 6.404/1976. 2. GOVERNANCE AND VOTING Board nomination rights: [terms]. Reserved matters needing [qualified majority / unanimity]: [list]. The Shareholders vote in line with the agreed decisions. 3. TRANSFER OF SHARES Right of first refusal (pre-emption): [terms]. Lock-up: [period]. Tag-along and drag-along: [terms]. 4. FILING AND REGISTERS This agreement is filed at the Company's head office. The relevant restrictions are recorded in the share registers (and certificates, if issued) to bind third parties. 5. FUNDING Future funding and consequences of not following on: [terms]. 6. DIVIDEND POLICY [Distribution policy, as agreed.] 7. DEADLOCK Deadlock resolution: [escalation, buy-sell mechanism, as agreed]. 8. CONFIDENTIALITY AND NON-COMPETE Confidentiality; any non-compete limited to [scope, area, duration]. 9. TERM The agreement runs for [period] and may be ended only on its own terms (Art. 118, paragraph 6). 10. GOVERNING LAW AND DISPUTES Brazilian law applies. Disputes go to [arbitration / the courts of (city/state)]. Signed: Shareholder A ______ Shareholder B ______ Shareholder C ______

- **Voting (clause 2).** Because the chair must disregard a vote cast against a filed agreement, voting arrangements are genuinely enforceable here, unlike in many countries where the vote still counts. Draft the reserved matters and voting blocs carefully.
- **Transfer of shares (clause 3).** Pre-emption, tag-along and drag-along are standard and are within the matters Article 118 recognises, so they can be enforced, including by specific performance.
- **Term (clause 9).** An agreement tied to a term or condition can only end on its own terms, which protects long-term control arrangements from unilateral exit. ## Red flags to avoid - Not filing the agreement at the company's head office, which leaves it binding only between the signatories and not on the company.
- Not recording transfer restrictions in the share registers, so they do not bind third parties.
- Trying to use the agreement to shield a controller from liability for abuse of control, which paragraph 2 forbids.
- Treating an Ltda quotaholders agreement as if Article 118 applied; the Ltda regime rests on general contract and the bylaws.
- A non-compete too wide in scope, area or time to be enforceable.
- No deadlock mechanism in a company with evenly matched blocs. ## Where a contract workspace helps A template gives you a workable Brazilian shareholders agreement. The ongoing work is everything around it: filing the agreement at the head office and recording the right charges in the registers so it binds the company and third parties, keeping voting blocs and reserved matters precise so specific performance can be relied on, tracking lock-up, pre-emption and funding windows, and keeping the agreement aligned with the bylaws. Drafting from a shareholders-agreement template, checking the filing and registration steps, reviewing voting and transfer terms, and tracking key dates can sit in one AI workspace tuned to how your company is held. [Adira](https://adiralaw.com) is built around that shape: it drafts from a template, models the agreement as linked clauses so a change to the transfer or voting terms can be traced through the document, lets you edit in plain language, and keeps funding, lock-up and notice dates on one timeline. Adira is India-first today, and deeper Brazil-specific corporate coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Brazilian corporate lawyer for the local-law call. The template above is enough to start a fair agreement on its own. Last verified October 2026.