If you’re opening a Brazilian company with one or more partners — local or foreign — the shareholders agreement is the document that protects you when things go sideways. The social contract you file with the Junta Comercial covers the bare minimum the State demands. The shareholders agreement covers everything else: vesting, exit terms, deadlock resolution, what happens if a partner dies, gets divorced, or wants out.

Brazilian law (Lei 6.404/76 art. 118 for SA, applied analogously to sociedades limitadas) explicitly recognizes shareholders agreements as enforceable. A well-drafted one can be specifically performed in court — meaning a judge can compel a partner to vote a certain way, sell shares, or refrain from an act, not just award damages.

This guide walks through what to put in yours.

Shareholders agreement vs. social contract

Document	Filed publicly?	Covers
Social contract (contrato social)	Yes — Junta Comercial	Capital split, administration, basic governance
Shareholders agreement (acordo de sócios)	No — private between parties	Vesting, transfers, exit, deadlock, non-compete

The social contract is the State’s view of your company. The shareholders agreement is the partners’ view of each other. Have both.

Must-have clauses for 2026

1. Capital, percentages, and roles

State each partner’s contribution (capital, sweat equity, IP) and their percentage. If equity is for sweat or future contribution, define vesting.

2. Vesting

Standard market terms:

• 4-year vest with a 1-year cliff
• After cliff: monthly or quarterly vest
• Acceleration on change of control (single or double trigger)

In Brazil, unvested equity should be held in escrow or subject to mandatory transfer back to the company at nominal value if the partner leaves.

3. Drag-along (cláusula de drag-along)

If a majority of partners (define the threshold: 50%+1, 66%, 75%) wants to sell the company, the minority is forced to sell on the same terms. Critical for acquirers who refuse to leave minority shareholders behind.

4. Tag-along (cláusula de tag-along)

The reverse: if a partner sells, the others can join the sale on the same terms. Protects minority from being left with a new, unknown majority partner.

5. Right of first refusal (ROFR / direito de preferência)

Before selling to an outsider, the partner must offer the shares to existing partners on the same terms. Standard 30-60 day response window.

6. Reserved matters

List decisions that require unanimity or supermajority — not just simple majority. Typical list:

• Issuing new equity
• Selling major assets
• Taking on debt above a threshold
• Hiring/firing the CEO
• Approving annual budget
• Changing the business plan materially

7. Deadlock resolution

When the board can’t agree on a reserved matter, you need a tie-breaker. Options ranked by aggression:

1. Mediation (cheap, slow)
2. Russian roulette — one partner names a price; the other chooses to buy or sell at that price
3. Texas shoot-out — both submit sealed bids; highest wins
4. Forced sale of the company

8. Non-compete and non-solicit

Brazilian courts will enforce non-competes if they are limited in scope, geography, and time (typically max 2 years) and proportionally compensated. A non-compete without compensation often gets struck down.

9. Confidentiality

Survives termination of the agreement. Cover trade secrets, customer lists, financial information.

10. Dispute resolution: arbitration vs. court

For shareholder disputes, arbitration (Lei 9.307/96) is usually faster and more confidential than Brazilian courts. Specify:

• Arbitral body (CAM-CCBC, CAM-FGV, ICC)
• Seat (city)
• Language
• Number of arbitrators (1 or 3)

11. Governing law

Brazilian law for a Brazilian company. Foreign founders sometimes try to pick New York or English law — courts will usually disregard for matters about the Brazilian entity itself.

12. Term and termination

Default: until the company is dissolved or one partner exits. Some agreements include a 10-year sunset triggering renegotiation.

Enforcing the agreement

Lei 6.404/76 art. 118 §3º allows specific performance — the court can force a partner to vote shares per the agreement, abstain, or transfer shares. This is unusual in Brazilian civil law and is one of the strongest reasons to use a formal shareholders agreement instead of a “gentleman’s agreement.”

To preserve enforceability:

• File the agreement with the company (registered at the company’s headquarters)
• For SA: register with the share registry agent
• Notify all transfers and changes promptly

If you skip filing, the agreement is still valid between parties — but third parties (new investors, acquirers) can claim ignorance, weakening your position.

Common mistakes by foreign founders

1. Copying a US template wholesale. Concepts like “stock options” and “vesting cliffs” need translation to Brazilian corporate law. A direct translation often creates unenforceable clauses.
2. No procurador clause. If a foreign partner can’t physically sign documents in Brazil, the agreement should grant a Brazilian-based procurador the power to do so (with explicit scope).
3. Currency ambiguity. State whether buy-sell prices are in BRL or USD, and what FX reference applies. The BRL/USD spread over a 4-year vest is meaningful.
4. No exit valuation method. When a partner leaves before vesting completes, how is the company valued? Specify: last round, book value, EBITDA multiple, or third-party appraisal.
5. Skipping dispute resolution. Without an arbitration clause, you default to Brazilian courts — which on average take 4-7 years to resolve commercial disputes.

When you don’t need one (yet)

If you’re a solo founder with no co-founders, no investors, and no advisors with equity, you don’t need a shareholders agreement. A clean social contract is enough.

Add a shareholders agreement the moment you bring on a co-founder, an advisor with equity, or any external capital.

Cost

A solid shareholders agreement from a Brazilian corporate lawyer runs R$ 5,000 to R$ 25,000 depending on complexity. Templates from internet sources cost nothing but are usually too generic to enforce in court without modification.

Next steps

1. Draft your social contract first — that’s required for the CNPJ. The shareholders agreement comes after, as a private document between partners.
2. Negotiate it before any equity changes hands. Once shares are issued, your leverage to ask for vesting drops fast.
3. If you’re a foreign founder, follow the full setup checklist in the foreign founders playbook.

For partners who want to leave or be added later, see partner changes.