Can private contracts to be performed in Brazil be drafted in a foreign language?

This is a frequent question from foreign parties who enter into contracts to be performed in Brazil.

“Portuguese is the official language of the Federative Republic of Brazil”, as defined in the caput of art. 13 of the Brazilian Federal Constitution.

Although there are no impediments for foreign parties, or even Brazilians, to enter into contracts to be performed in Brazil in an unofficial language, it is necessary to consider the intended effects in relation to the contract, in order to understand whether they will be considered valid if written only in a language other than Portuguese.

Accordingly, the intention and/or need for the contract to produce legal effects before third parties, in addition to the contracting parties, must be taken into consideration, as well as the intention and/or need to present or submit the contract for registration to any public agency or entity in Brazil. Ideally, in such cases, translation provided by a sworn translator will be required, in addition to registration of the original document, together with the sworn translation.

Law 6,015, of December 31, 1973, amended by Law No. 6,216, of 1975, which deals with public records, determines in art. 148 that:

“Titles, documents and papers drafted in a foreign language, provided that the common characters are adopted, may be registered in the original, for the purpose of conservation or perpetuity. In order to produce legal effects in the country and be binding upon third parties, they must, however, be translated into Portuguese and the translation must be registered, which will also be observed in regard to powers of attorney drawn up in a foreign language. Single paragraph. For the summary record, titles, documents or papers in a foreign language must always be translated.”

Demarest’s Commercial Agreements and Negotiations team is available to provide any further clarifications that may be necessary.