Distribution and commercial agency agreements in Brazil
Brazilian-law structuring of sales channels with a clear model for territory, exclusivity, compensation, targets, termination and associated liabilities.
5,0 · 18 Google reviewsDistribution and commercial agency are not interchangeable labels. A party that buys and resells occupies a different position from an agent that facilitates orders for another company. The document should follow the real operation because classification, compensation and termination consequences differ.
The provisions that structure the Brazilian sales channel.
- Model and responsibilitiesDefinition of purchase and resale, intermediation, inventory, invoicing, credit, after-sales and risk.
- Territory and exclusivityArea, channels, reserved accounts, direct sales, e-commerce and conditions for maintaining exclusivity.
- Targets and compensationCommission or margin, calculation basis, currency, taxes, reversals, targets and measurement periods.
- Brand, marketing and dataUse of marks and materials, campaign approval, leads, customers and personal-data processing.
- Term and terminationDuration, renewal, notice, remaining stock, open orders and transition.
- Governing law and disputesCourts or arbitration, language, notices, guarantees and coordination with cross-border contracts.
The agreement should reflect who sells, who invoices and who bears the risk.
Brazilian commercial agency is governed by Law 4,886/1965, which contains specific rules, including mandatory elements and consequences of termination. Resale distribution requires analysis of product acquisition, inventory risk and the channel’s organisation. It is not automatically the same as distribution under art. 710 of the Civil Code, where an agent has the goods available to negotiate for another party’s account.
Using a foreign template or calling an agent a distributor does not by itself change reality. Order flow, invoicing, autonomy, stock, compensation and customer interaction should be documented consistently.
This page covers distribution and commercial agency. Other commercial agreements are covered on the general Commercial Contracts page.
How we run the work.
- Channel mapWe understand orders, invoicing, stock, credit, customers, territory and support.
- Legal classificationWe compare the intended operation with the applicable Brazilian contractual models.
- Commercial matrixWe record exclusivity, targets, compensation, marketing, data and termination scenarios.
- Draft and negotiationWe draft or review the document and handle revisions with the counterparty.
- Entry and exitWe organise signing, annexes, transition, stock, orders and notices.
What to bring to the first conversation.
Documents that speed up the review
You do not need everything organised before speaking to us. These items help define scope and priorities.
- Draft or current agreement
- Description of the order flow
- Pricing and discount policy
- Intended territory and channels
- Targets and sales history
- Brand-use rules
- List of strategic accounts
- Distributor or agent documents
Informational content under Brazilian Bar Association Rule 205/2021. Engagement is subject to case review and a written proposal; no outcome is promised.
What clients say on Google.
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Who leads this area.
Partner in charge of the corporate practice (OAB/SP 344.334). Postgraduate in Business Law (FGV), advising on the drafting and negotiation of commercial contracts, corporate matters, trademarks and data protection. Member of AASP and of the AIPLA. Fluent in English.
Meet Renato FalchetHow this page relates to other services.
See also our services for general commercial agreements, trademarks and debt recovery.
Common questions.
Are distribution and commercial agency the same in Brazil?
No. A resale distributor buys and resells on its own account; a commercial agent promotes another company’s business for remuneration. Distribution linked to agency under art. 710 of the Civil Code is a separate model and does not presume purchase for resale. The actual operation, not just the contract’s label, determines the rules.
Must exclusivity be express?
Its scope should be expressly addressed. For commercial agency, art. 31 of Law 4.886/1965 provides commission on business in the territory, including direct sales, where territorial exclusivity exists or the contract is silent. An obligation for the agent to work exclusively for one principal is not presumed. Other models require review of their own rules, territory, channels and customers.
How does the agent’s termination indemnity work?
For an indefinite-term commercial agency, Law 4.886/1965 provides an indemnity of at least 1/12 of total remuneration on termination outside the grounds in art. 35. Fixed-term contracts have a separate rule under art. 27, §1; extensions and successive contracts may change the regime. Outstanding commission, notice and other amounts need separate assessment. This indemnity does not automatically apply to every resale distribution arrangement.
Can a foreign company appoint a distributor in Brazil?
Yes, but the agreement should coordinate local performance, taxes, importation, trademarks, payments, governing law and dispute resolution. Matters outside the retained legal scope require the appropriate specialists.
Can the agreement impose minimum targets?
Yes, if criteria, periods, data sources and consequences are clear and fit the model. Targets should connect with exclusivity and realistic performance conditions; missing a target does not automatically remove notice, indemnity or other statutory protections.
Can you review the counterparty’s draft?
Yes. The review identifies classification, obligations, economic risk, termination rules and points affecting performance in Brazil, subject to a written proposal before work begins.
Does your Brazilian sales channel need its own agreement?
Send us the commercial model, territory and available draft. We assess classification and the principal entry and exit risks.