How to Get Merger Approval in Brazil (2026): CADE Thresholds, BRL 85,000 Fee, Timelines & Gun‑jumping Risks

Last updated: 21 May 2026

Understanding how to get merger approval in Brazil is a non-negotiable step for any deal team planning an acquisition, joint venture, or corporate restructuring that touches the Brazilian market. Brazil operates a mandatory, pre-merger, suspensory merger control regime administered by CADE (Conselho Administrativo de Defesa Econômica), which means that transactions meeting the statutory turnover thresholds must be notified and cleared before the parties may close. With a fixed filing fee of BRL 85,000, statutory review windows that range from roughly 30 days to 330 days, and increasingly aggressive enforcement against gun-jumping, the Brazilian filing process demands careful planning from signing through to closing.

Do You Need to File with CADE? A Quick‑Answer Overview

Brazil’s merger control regime, established by Law No. 12.529/2011, applies to any transaction that results in an economic concentration, mergers, acquisitions of control, joint ventures, and certain minority stake purchases, provided the parties meet the turnover thresholds set out in Article 88 of the Law. The regime is suspensory: the parties cannot close the transaction until CADE issues its clearance decision.

Before assembling a filing packet, every deal team should run through two threshold questions:

• Size‑of‑parties test. Does at least one economic group involved in the transaction have annual gross revenue (or turnover) in Brazil at or above BRL 750 million, and does at least one other group have annual gross revenue in Brazil at or above BRL 75 million?
• Effects‑in‑Brazil test. Does the transaction produce, or could it potentially produce, competitive effects in the Brazilian market?

If both conditions are satisfied, filing is mandatory. A foreign private-equity fund acquiring a Brazilian logistics company where the fund’s portfolio companies jointly generate BRL 800 million in Brazilian revenue and the target generates BRL 90 million would, for example, clearly trigger the filing obligation.

CADE Filing Thresholds, Who Must Notify

The merger control thresholds in Brazil are structured as a cumulative, two-limb turnover test under Article 88 of Law No. 12.529/2011. Both limbs must be met simultaneously for a CADE merger notification to be required.

The Two‑Limb Turnover Test

The first limb requires that at least one of the economic groups involved in the transaction recorded annual gross revenue or turnover in Brazil of at least BRL 750 million in the fiscal year preceding the transaction. The second limb requires that at least one other economic group involved recorded annual gross revenue or turnover in Brazil of at least BRL 75 million in the same period.

Revenue is calculated on an economic-group basis, which means it encompasses all entities under common control, parent companies, subsidiaries, and affiliates, not just the direct buyer or seller. For investment funds, CADE’s updated FAQ guidance clarifies that portfolio companies under common control may be aggregated when calculating the group’s turnover.

The Effects‑in‑Brazil Requirement

Even where turnover thresholds are met, the transaction must also have actual or potential effects in Brazil. This is particularly relevant for offshore-to-offshore deals involving global companies. Industry observers note that CADE has historically interpreted this requirement broadly, but there remains limited formal guidance on how “potential effects” are assessed in borderline cases.

CADE may also, in exceptional circumstances, require notification of a transaction that falls below the turnover thresholds if it determines that the transaction is capable of producing significant competitive effects in Brazil. This discretionary power is used sparingly but keeps an element of unpredictability for borderline transactions.

Fees and How to Pay, The BRL 85,000 Merger Filing Fee

The merger filing fee in Brazil is a flat BRL 85,000, payable by the filing parties prior to CADE’s assessment of the transaction. This fee is the same regardless of whether the case qualifies for fast-track review or proceeds to a full, in-depth analysis. It does not vary by transaction value or the number of overlapping markets.

Key practical points on the fee:

• When to pay. The fee must be paid before the filing is submitted. Proof of payment is a required component of the filing packet; CADE will not begin its review without it.
• Who pays. The obligation typically falls on the filing parties jointly. In practice, deal documents often allocate responsibility to the acquirer, but CADE is indifferent to which party makes the payment as long as it is received.
• Amendments and resubmissions. If CADE requests that the parties amend or supplement their filing, no additional fee is required. However, if a filing is withdrawn and later resubmitted as a new notification, a fresh BRL 85,000 fee is due.
• Payment method. Payment is made via a Guia de Recolhimento da União (GRU), a federal payment voucher that can be processed at authorised Brazilian banks. Foreign parties without a Brazilian bank account should coordinate with local counsel to arrange payment.

The CADE Filing Packet, Checklist and Common Pitfalls

A complete CADE merger notification must contain detailed information about the parties, the transaction structure, and the relevant markets. Incomplete filings are a common cause of delay: CADE will not formally accept (and the review clock will not start running on) a filing until all required information and documents are provided.

Required Documents

• Cover letter. A summary of the transaction, the parties, and the legal basis for notification.
• Transaction documents. Signed copies of the share purchase agreement, merger agreement, or joint venture agreement (and all annexes, schedules, and side letters).
• Corporate structure charts. Organisational charts showing the economic groups of each party (pre- and post-transaction).
• Financial statements. Audited financial statements of each party’s economic group for the most recent fiscal year, confirming turnover figures used in the threshold analysis.
• Market information. Identification of all markets (product and geographic) in which the parties’ activities overlap horizontally or are vertically related, including market share estimates.
• Power of attorney. If filed through legal representatives, a power of attorney authorising Brazilian counsel to act on behalf of the foreign party. This must typically be notarised, apostilled, and translated into Portuguese by a sworn translator.
• Proof of fee payment. A copy of the GRU receipt confirming payment of the BRL 85,000 filing fee.
• Sworn translations. All foreign-language documents must be accompanied by Portuguese sworn translations (tradução juramentada).

Optional but Recommended Supporting Items

• Economic analysis or white paper. For complex transactions, a market study or economic analysis supporting the conclusion that the transaction does not raise competition concerns can significantly accelerate the review.
• Precedent list. A compilation of prior CADE decisions approving similar transactions in the same sector.
• Integration plan summary. A high-level overview of planned post-closing integration, useful to demonstrate that integration will not begin before clearance.

Commonly Missing Items and How to Avoid Delays

The most frequent causes of CADE returning a filing as incomplete include:

• Unsigned or draft transaction documents. CADE requires executed versions; term sheets or letters of intent do not suffice.
• Inadequate market share data. Estimates based solely on the parties’ internal records, without reference to third-party market reports or methodology explanations, often trigger follow-up requests.
• Missing sworn translations. A common oversight for cross-border deals, all documents in a foreign language need a certified Portuguese translation.
• Incomplete corporate charts. Charts that stop at the immediate parent rather than tracing through to the ultimate beneficial owner are routinely flagged.

Practical Points for Foreign Parties

Foreign entities filing with CADE do not need to establish a Brazilian subsidiary or obtain a CNPJ (Cadastro Nacional da Pessoa Jurídica) solely for the purpose of the filing. However, they must appoint Brazilian legal counsel who will serve as the official representative before CADE. Local counsel will manage the filing, handle requests for information, and receive CADE communications on behalf of the foreign party.

Merger Timelines in Brazil, Fast‑Track vs Full Review

CADE’s review process operates in distinct phases, and the total time to clearance varies dramatically depending on whether the transaction qualifies for the fast-track procedure or is subjected to a full, in-depth review.

Phase 1: General Superintendence (Fast‑Track) Review

The vast majority of transactions notified to CADE are reviewed and cleared under the fast-track (rito sumário) procedure, handled by CADE’s General Superintendence (SG). Under CADE’s Resolution No. 16/2016, the SG’s decision on fast-track cases should be issued within 30 days of filing acceptance or the most recent amendment. In practice, straightforward cases are frequently cleared within this window.

Phase 2: Ordinary Procedure and Tribunal Review

Transactions that raise potential competitive concerns, significant horizontal overlaps, vertical integration in concentrated markets, or novel market structures, may be referred to the ordinary procedure. The SG conducts a more detailed investigation and issues an opinion, which is then submitted to CADE’s Administrative Tribunal for a final decision. The statutory review period under the ordinary procedure is 240 days from filing acceptance, extendable by up to 90 additional days upon request by the parties or by CADE itself, for a maximum total of 330 days.

Early indications from recent CADE activity suggest that the authority’s caseload continues to grow, 873 transactions were submitted for review in 2025 alone, yet average review times for fast-track cases have remained broadly consistent. Deal teams should nevertheless build a conservative buffer into their closing timelines, particularly for transactions in sectors where CADE has historically shown closer scrutiny, such as healthcare, financial services, and technology.

Gun‑Jumping Risk, What CADE Looks for and How to Avoid It

Gun-jumping is one of the most serious compliance risks in Brazilian merger control. It occurs when the parties to a notifiable transaction implement the transaction or engage in coordinated competitive conduct before obtaining CADE clearance. Under Article 88, §3 of Law No. 12.529/2011, consummation of a notifiable merger before CADE approval is prohibited and can trigger severe penalties.

What Constitutes Gun‑Jumping?

CADE’s published gun-jumping guideline distinguishes between two broad categories of prohibited conduct:

• Early consummation. Completing the legal transfer of shares, assets, or control before CADE’s clearance, the most straightforward form of gun-jumping.
• Premature coordination. Exchanging competitively sensitive information or engaging in joint commercial decision-making between signing and closing, even if legal title has not yet transferred. Examples include jointly setting prices, allocating customers, coordinating production decisions, or integrating sales teams.

CADE Enforcement Examples

CADE has imposed substantial fines for gun-jumping violations. In a widely cited case, CADE imposed a BRL 3 million fine against OGX for consummating a transaction before receiving clearance. The authority’s guideline notes that penalties for gun-jumping can include fines ranging from BRL 60,000 to BRL 60 million, plus a daily penalty for continuing non-compliance, and CADE retains the power to declare the transaction null and void.

Deal‑Room Checklist: Mitigating Gun‑Jumping Risk

Deal teams should implement the following safeguards from the moment a transaction is signed:

• Maintain operational independence. Both parties must continue to operate as independent competitors until clearance. Do not combine sales forces, share customer lists, or jointly bid on contracts.
• Segregate competitively sensitive information. Use clean-team arrangements and restrict access to pricing, cost, and strategic planning data through firewalled datarooms. Only authorised advisers, not commercial managers, should have access.
• Limit integration planning. While high-level planning for post-closing integration is generally permissible, detailed operational integration (such as merging IT systems, rebranding, or reassigning employees) must wait until clearance.
• Train deal team members. Ensure that all personnel involved in the transaction receive clear guidance on what can and cannot be discussed or shared before CADE approval.
• Document everything. Maintain records of all inter-party communications and demonstrate that the parties operated independently throughout the review period.
• Implement hold‑separate measures. Where the transaction involves a particularly sensitive competitive overlap, consider a formal hold-separate agreement as a condition of the SPA.

This article provides general information and does not constitute legal advice. Deal teams should engage qualified Brazilian competition counsel for transaction-specific guidance on gun-jumping compliance.

Outcomes and Enforcement, Approvals, Conditional Approvals, and Refusals

At the conclusion of its review, CADE may reach one of three outcomes:

• Unconditional approval. The transaction is cleared without remedies. This is the outcome for the vast majority of notifications, industry observers estimate that well over 90% of filings are approved unconditionally.
• Conditional approval (merger consent decree). CADE approves the transaction subject to behavioural or structural remedies, formalised in a merger consent decree (Acordo em Controle de Concentrações, or ACC). Common remedies include divestitures of overlapping business lines, commitments to maintain supply to competitors, or behavioural restrictions on pricing and market conduct. Parties can negotiate the terms of the ACC with CADE’s SG before the case reaches the Tribunal.
• Rejection (block). CADE’s Tribunal may prohibit the transaction outright if it concludes that the merger would substantially lessen competition and remedies would be insufficient. Full blocks are rare but have occurred in highly concentrated sectors.

Where CADE imposes conditions, non-compliance can result in additional penalties, including fines calculated under the framework established by CADE Resolution 24/2019, which sets parameters for pecuniary sanctions based on the severity and duration of the violation.

Practical Filing Timeline, Step‑by‑Step Playbook

The following numbered checklist summarises the key stages for obtaining merger approval in Brazil:

1. Assess whether the transaction triggers a CADE filing obligation by running the two-limb turnover test and effects-in-Brazil analysis.
2. Engage Brazilian competition counsel to prepare the notification and serve as the representative before CADE.
3. Assemble the filing packet, transaction documents, corporate charts, financial statements, market data, powers of attorney, and sworn translations.
4. Pay the BRL 85,000 filing fee via GRU and obtain proof of payment.
5. Consider a pre-filing consultation with CADE if the transaction raises novel competition issues or if there is uncertainty about filing obligations.
6. Submit the notification electronically through CADE’s filing system (SEI, Sistema Eletrônico de Informações).
7. Await the completeness review, CADE will confirm acceptance or request supplements.
8. Respond promptly to any requests for information (RFIs) from the SG. Delays in responding will pause the review clock.
9. Monitor the review track, fast-track or ordinary procedure, and adjust closing timeline projections accordingly.
10. If conditions are proposed, negotiate the merger consent decree terms with CADE’s SG before the case proceeds to the Tribunal.
11. Obtain the clearance decision and confirm that all conditions precedent in the transaction documents have been satisfied.
12. Close the transaction, only after CADE’s formal clearance has been issued.

For assistance navigating CADE filings, deal teams can find an M&A lawyer through the Global Law Experts directory.

Conclusion

Understanding how to get merger approval in Brazil comes down to disciplined preparation: confirm the filing obligation early, assemble a thorough notification packet, pay the BRL 85,000 fee, and respect the suspensory nature of the regime by avoiding any conduct that could be characterised as gun-jumping. With merger timelines in Brazil ranging from approximately 30 days for straightforward fast-track cases to up to 330 days for complex reviews, deal teams that invest in thorough upfront preparation, and engage experienced Brazilian competition counsel, will be best positioned to secure clearance efficiently and protect the transaction’s closing timeline.

Sources

1. CADE, Gun‑Jumping Guideline
2. CADE, OGX Gun‑Jumping Fine (Press Release)
3. Law No. 12.529/2011 (Brazilian Competition Law)
4. Lex Mundi, Brazil Merger Notification Guide
5. Mattos Filho, CADE FAQ Update on Merger Filing Criteria
6. Mattos Filho, Antitrust Merger Control in Brazil: Q1 2026 Update
7. International Competition Network, Brazil Merger Procedures Template
8. Baker McKenzie, Global Private M&A Guide (Brazil)
9. Lexology, Q&A: Merger Notification and Clearance in Brazil