Landowners as partners, not counterparties.
Swap, profit participation or hybrid structures — designed around the landowner's actual constraints rather than the developer's convenience.
The structure usually arrives already decided.
When a Brazilian landowner receives a proposal, the structure has usually been decided already — typically some form of swap — and the negotiation reduces to the percentage. Percentage is price. Structure determines when proceeds arrive, against what risk, and what happens if execution fails.
In many cases it is also the right answer. What rarely happens is the conversation that should precede it: the swap assumes every landowner can wait out the full cycle without receiving anything. Many can. Some cannot. Three questions establish which.
Liquidity before completion
High asset value in land with limited cash liquidity is the most common landowner position in Brazil. Where project viability supports it, a capital advance can be structured within the partnership and offset against future participation. It is not a purchase of the land, and it is not available on every parcel.
Timing of proceeds
Approval, licensing, construction and sales span years. The relevant question is not only how much, but when — and how proceeds are distributed across the cycle rather than concentrated at its end.
Ownership complexity
Estates in probate, family co-ownership, multiple heirs with divergent horizons. Applying a single structure to a plural ownership base is the origin of much of the sector's litigation.
Three ways to participate.
None is superior in the abstract. Each protects something and costs something.
| Structure | Consideration received | Protects | Costs |
|---|---|---|---|
| Swap | An agreed percentage of serviced lots, registered in the landowner's name. | Tangibility and simplicity. Assets are held directly, independent of the developer's commercial performance. | Transfers sales effort and risk to the landowner. Concentrates proceeds at the end of the cycle. |
| Profit participation | A percentage of project revenue or profit, distributed as sales occur. | Cash flow through the cycle and full alignment of interest between the parties. | Requires governance, reporting discipline and precise definition of the calculation base. |
| Hybrid | A tailored combination of capital advance, physical lots and profit participation. | Addresses immediate liquidity without forfeiting future upside, and accommodates divergent positions within one ownership group. | Requires materially more structuring work, and balance-sheet capital on the developer's side. |
Why counterparty quality is a balance-sheet question.
Until 2021, partnership agreements existed only in the contractual sphere; registries frequently declined to record them against title. Law 14,118/2021 introduced Article 2-A into Law 6,766/1979, recognising the developer-partner and requiring the agreement to be recorded against the property title.
The same provision establishes a regime of joint and several liability between landowner and developer for implementation of the subdivision. Where infrastructure is not delivered, exposure is not the developer's alone.
Partnership questions
Which structure works best: swap or profit participation?
It depends on the counterparty's liquidity needs, time horizon and governance appetite. A swap delivers tangible assets and is simpler to contract, but concentrates sales risk and defers all proceeds to the end of the cycle. Profit participation tracks actual performance and distributes cash through the cycle, but requires robust governance and precise contractual definitions.
Hybrid structures — combining an upfront capital advance, physical lots and profit participation — are frequently the most appropriate answer, particularly where multiple family members hold divergent positions.
Is title transferred to the developer?
Not under the partnership model. Title remains registered in the landowner's name; the developer receives the possession required to execute infrastructure works. Since Law 14,118/2021, the partnership agreement must be recorded against the property title at the land registry, giving the arrangement public effect.
What liability does the landowner carry?
Brazilian law establishes joint and several liability between landowner and developer for the implementation of the subdivision. In practice this means the developer's execution capacity and capitalisation are a matter of the landowner's own balance-sheet exposure, not solely the developer's.
Do you provide capital advances before sales begin?
Where the project's viability supports it — not as a matter of course. Advances are structured within the partnership and offset against future participation under a formula fixed in the agreement. They are neither a purchase of the land nor additional consideration. This requires the partner to deploy its own capital rather than rely on sales proceeds, which is why few market participants offer it.
What is a typical project timeline?
Feasibility and structuring: 2 to 7 months. Municipal guidelines, design, environmental licensing and final approval: commonly 6 months to 2 years. Land registry recording: 2 to 6 months, with a 180-day statutory deadline after approval. Infrastructure works: 12 to 30 months. Sales cycle: 3 to 7 years.
Do you require exclusivity to assess a land parcel?
No. Assessment is free, non-binding, non-exclusive and confidential.
Your land. Our project.
A future built together.
Submit a land parcel in confidence, at no cost and with no exclusivity. We assess the municipality and the site context and respond within 48 hours — including when the answer is no.