The Brazilian National Agency for Waterway Transportation (ANTAQ) published Resolution No. 128/2025 (RN 128/2025), revising the procedures for the transfer of corporate control under port authority concession contracts, lease agreements, and adhesion contracts for the operation of port facilities. The RN 128/2025 was published in May 20, 2025 and amends ANTAQ's Resolution No. 57/2021.
The key changes introduced by RN 128/2025 include:
Deadline for Completion of the Transaction
The deadline for completing the transfer of corporate control must be previously defined by transferor and transferee during the technical review phase. The countdown begins on the date of publication of ANTAQ's authorization in the Federal Official Gazette (DOU).
Is allowed an extension of the original deadline, for an equivalent period, if a formal justification is submitted within the initial term.
The previous fixed deadline of 180 days for completing the transaction, under penalty of revocation, has been revoked by RN 128/2025.
Registration with the Board of Trade
Transfers of corporate control will only be considered valid upon registration with the competent Board of Trade.
Transactions that are not registered within the agreed deadline, or that are registered retroactively to the date of execution, shall not take effect.
Proof of registration must be submitted to ANTAQ within 30 days of completion. If any restrictions are imposed by other public authorities, these must also be reported.
Suspension or Revocation of Authorization
In the event of total or partial unfeasibility of the transfer of corporate control, the parties must formally request the suspension or revocation of authorization from ANTAQ, providing the corresponding justification.
For further information, please see the full text of ANTAQ Resolution No. 128/2025.
The Ports and Maritime team at Tauil & Chequer Advogados in association with Mayer Brown is available for any clarifications.
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