Lei nº 11.795, de 8 de outubro de 2008 — Dispõe sobre o Sistema de Consórcio (Law No. 11,795 of 8 October 2008 on the Consortium System)

English translation of the Portuguese text from planalto.gov.br (the Portuguese text is the official one). Retrieved 2026-10-26.

Presidency of the Republic

Civil House

Deputy Office for Legal Affairs

LAW No. 11.795, OF 8 OCTOBER 2008.

Veto Message

Effectiveness

Provides for the Consortium System.

THE PRESIDENT OF THE REPUBLIC

I make known that the National Congress decrees and I sanction the following Law:

CHAPTER I OF THE CONSORTIUM SYSTEM

Section I Of Fundamental Concepts

Art. 1 The Consortium System, an instrument of social progress intended to provide access to the consumption of goods and services, constituted by consortium administrators and consortium groups, shall be regulated by this Law.

Art. 2 A consortium is the gathering of natural and legal persons in a group, with a duration and number of quotas previously determined, promoted by a consortium administrator, with the purpose of providing its members, on an equal basis, the acquisition of goods or services, through self-financing.

Art. 3 The consortium group is an unincorporated society constituted by consortium members for the purposes established in art. 2.

§ 1 The consortium group shall be represented by its administrator, in an irrevocable and unalterable manner, actively or passively, in or out of court, in the defense of rights and interests collectively considered and for the execution of the contract of participation in a consortium group, by adhesion.

§ 2 The interest of the consortium group prevails over the individual interest of the consortium member.

§ 3 The consortium group is autonomous in relation to the others and has its own assets, which are not confused with those of another group, nor with those of the administrator itself.

§ 4 The resources of the groups managed by the consortium administrator shall be accounted for separately.

Art. 4 A consortium member is the natural or legal person who integrates the group and assumes the obligation to contribute to the full fulfillment of its objectives, observing the provisions of art. 2.

Section II Of Consortium Administration

Art. 5 The consortium administrator is the legal entity providing services with its main corporate purpose aimed at the administration of consortium groups, constituted in the form of a limited liability company or corporation, under the terms of art. 7, item I.

§ 1 The consortium administrator must appear in the contract of participation in a consortium group, by adhesion, in the capacity of manager of the groups' business and as agent of their interests and rights.

§ 2 The directors, managers, agents and partners with management functions in the consortium administrator are depositaries, for all purposes, of the amounts that the administrator receives from the consortium members in its management, until the fulfillment of the obligation assumed in the contract of participation in a consortium group, by adhesion, being personally and jointly liable, regardless of the verification of fault, for the obligations towards the consortium members.

§ 3 The consortium administrator has the right to the administration fee, as remuneration for the formation, organization and administration of the consortium group until its closure, in accordance with art. 32, as well as the receipt of other amounts, expressly provided for in the contract of participation in a consortium group, by adhesion, also observing arts. 28 and 35.

§ 4

(VETOED)

§ 5 The goods and rights acquired by the administrator in the name of the consortium group, including those arising from guarantee, as well as their fruits and income, do not communicate with its assets, observing that:

I – they do not integrate the administrator's assets;

II – they do not respond directly or indirectly for any obligation of the administrator;

III – they do not compose the list of goods and rights of the administrator, for the purpose of judicial or extrajudicial liquidation;

IV – they cannot be given as guarantee of the administrator's debt.

§ 6 The administrator shall be released from presenting a negative debt certificate, issued by the National Institute of Social Security, and a Negative Certificate of Taxes and Contributions, issued by the Federal Revenue Secretariat, regarding the company itself, when alienating a property belonging to the consortium group's assets.

§ 7 In the case of the received good being a property, the restrictions listed in items II to IV of § 5 of this article shall be recorded in the competent real estate registry.

Section III Of the Regulatory and Supervisory Body

Art. 6 The regulation, coordination, supervision, inspection and control of the activities of the consortium system shall be carried out by the Central Bank of Brazil.

Art. 7 The Central Bank of Brazil is responsible for:

I – granting authorization for operation, transfer of corporate control and reorganization of the company and canceling the authorization to operate of consortium administrators, according to the scope and conditions it establishes;

II – approving administrative or corporate acts of consortium administrators, according to the scope and conditions it establishes;

III – issuing norms regulating consortium operations, including regarding prudential supervision, accounting, offering of guarantees, financial application of the resources of consortium groups, the minimum conditions that must be included in the contract of participation in a consortium group, by adhesion, the rendering of accounts and the closure of the consortium group;

IV – setting conditions for the application of penalties in view of the gravity of the infraction practiced and the fault or intent verified, including regarding the gradation of fines provided for in items V and VI of art. 42; (Revoked by Provisional Measure No. 784, of 2017)

Effectiveness ended

(Revoked by Law No. 13.506, of 2017)

V – supervising consortium operations, consortium administrators and the acts of their respective administrators and applying sanctions;

VI – establishing the procedures related to the administrative process and the judgment of infractions to this Law, to infra-legal norms and to the terms of the contracts of participation in a consortium group, by adhesion, formalized;

VII – to intervene in consortium administrators and decree their extrajudicial liquidation in the manner and conditions provided for in the special legislation applicable to financial institutions.

Art. 8 In the exercise of the supervision provided for in art. 7, the Central Bank of Brazil may require consortium administrators, as well as their administrators, to exhibit to its expressly accredited employees documents, papers, accounting books, and access to data stored in electronic systems, and refusal to comply shall be considered an obstruction of supervision, subject to the penalties provided for in this Law, without prejudice to other applicable measures and sanctions.

Art. 9

(VETOED)

CHAPTER II OF THE CONSORTIUM CONTRACT

Art. 10. The contract for participation in a consortium group, by adhesion, is the plurilateral instrument of an associative nature whose purpose is the constitution of a pecuniary fund for the purposes provided for in art. 2.

§ 1 The contract for participation in a consortium group, by adhesion, shall create obligatory bonds between the consortium members, and between them and the administrator, to provide all with equal conditions of access to the market for the consumption of goods or services.

§ 2

(VETOED)

§ 3 The proposal for participation is the instrument by which the interested party formalizes its request for participation in the consortium group, which shall be converted into the contract, subject to the provision in § 4, if approved by the administrator.

§ 4 The contract for participation in a consortium group shall be perfected on the date of constitution of the group, subject to art. 16.

§ 5 The stipulation of a pecuniary fine due to breach of contractual obligation is permitted, which the party causing it shall pay to the other.

§ 6 The contract for participation in a consortium group, by adhesion, of a consortium member who has been contemplated is an extrajudicial enforcement instrument.

Art. 11. The contract for participation in a consortium group, by adhesion, shall imply the attribution of a participation quota in the group, numerically identified, in which the good or service is characterized.

Art. 12. The contract for participation in a consortium group, by adhesion, may have as reference a movable good, immovable property, or service of any nature.

Sole paragraph. The group contract for the acquisition of immovable property may provide for the acquisition of property in a real estate development.

Art. 13. The rights and obligations arising from the contract for participation in a consortium group, by adhesion, may be transferred to third parties, with prior consent of the administrator.

Art. 14. In the contract for participation in a consortium group, by adhesion, the guarantees that will be required of the consortium member to use the credit must be clearly provided for.

§ 1 The initial guarantees in favor of the group shall fall upon the good acquired through the consortium.

§ 2 In the case of a consortium of immovable property, the administrator is permitted to accept as guarantee another property of sufficient value to ensure the fulfillment of the pecuniary obligations of the contemplated member before the group.

§ 3 Real or personal guarantees are admitted, without linkage to the referenced good, in the case of a consortium of service of any nature, or when, on the date of use of the credit, the good is under production, incorporation, or an analogous situation defined by the Central Bank of Brazil.

§ 4 The administrator may require complementary guarantees proportional to the value of the outstanding installments.

§ 5 The administrator must indemnify the group in the event of any losses arising from:

I – approval of insufficient guarantees, including in the case of substitution of guarantees given in the manner of §§ 1, 2, and 3;

II – release of guarantees while the consortium member has not paid off its participation in the group.

§ 6 For the purposes of the provisions of this article, the provider of a guarantee by means of fiduciary alienation of immovable property shall be responsible for the full payment of the pecuniary obligations established in the contract for participation in a consortium group, by adhesion, including the part remaining after the enforcement of that guarantee.

§ 7 The annotation of the fiduciary alienation of a motor vehicle offered as a guarantee to the consortium group in the registration certificate referred to in the Brazilian Traffic Code, Law No. 9.503, of 23 September 1997, produces evidentiary effects against third parties, and any other public registration is waived.

Art. 15. The participation of the same consortium member in a consortium group, for groups constituted as of the edition of this Law, is limited to the percentage of quotas to be set by the Central Bank of Brazil.

§ 1 The consortium administrator may acquire quotas of a consortium group, including one under its administration.

§ 2 The consortium administrator, in any case, may only compete in a draw or bid after the contemplation of all other consortium members.

§ 3 The provisions of §§ 1 and 2 apply, including:

I – to the administrators and persons with management functions in the administrator;

II – to the administrators and persons with management functions in companies affiliated with, controlled by, or controlling the administrator;

III – to companies affiliated with, controlled by, or controlling the administrator.

§ 4 The percentage referred to in the caput applies cumulatively to the persons listed in §§ 1 to 3.

CHAPTER III OF THE OPERATION OF THE GROUP

Section I Of the Constitution

Art. 16. The consortium group is considered constituted upon the holding of the first assembly, which shall be designated by the consortium administrator when there are adhesions in sufficient number and conditions to ensure the economic-financial viability of the undertaking.

Art. 17. The group must choose, at the first ordinary general assembly, up to 3 (three) consortium members, who will represent it before the administrator for the purpose of monitoring the regularity of its management, with a term equal to the duration of the group, and substitution is permitted by decision of the majority of the consortium members in a general assembly.

Sole paragraph. In the exercise of their function, the representatives shall, at any time, have access to all documents and statements pertinent to the operations of the group, and may request information and represent against the administrator in defense of the interests of the group, before the regulatory and supervisory body.

Section II Of the Assemblies

Art. 18. The ordinary general assembly shall be held at the frequency provided for in the adhesion contract for participation in a consortium group, and is intended for the appreciation of accounts rendered by the administrator and the holding of contemplations.

Art. 19. The extraordinary general assembly shall be convened by the administrator, on its own initiative or upon request of 30% (thirty percent) of the active consortium members of the group, to deliberate on any other matters not pertaining to the ordinary general assembly.

Art. 20. Each quota of an active consortium member shall correspond to one vote in the deliberations of the ordinary and extraordinary general assemblies, which shall be taken by simple majority.

§ 1 The representation of the absent member by the administrator in the ordinary general assembly shall occur with the granting of powers, provided it is foreseen in the adhesion contract for participation in a consortium group.

§ 2 The representation of absent members in extraordinary general assemblies shall occur with the granting of specific powers, including to the administrator, and must obligatorily include information regarding the day, time and place and matters to be deliberated.

§ 3 Only the active non-contemplated consortium member shall participate in decision-making in an extraordinary general assembly convened to deliberate on:

I – suspension or withdrawal from production of the asset or extinction of the service object of the contract;

II – extinction of the index for updating the value of the credit and the installments, indicated in the contract;

III – early termination of the group;

IV – matters of their exclusive interests.

Art. 21. For the purposes of the provisions of arts. 19 and 20, an active consortium member is one who maintains a contractual bond with the group, except for the non-contemplated defaulting participant and the excluded one, as defined in art. 29.

Section III Of the Contemplations

Art. 22. Contemplation is the attribution to the consortium member of the credit for the acquisition of an asset or service, as well as for the restitution of the installments paid, in the case of excluded consortium members, under the terms of art. 30.

§ 1 Contemplation occurs by means of a draw or a bid, in the form provided for in the adhesion contract for participation in a consortium group.

§ 2 Only the active consortium member, referred to in art. 21, and the excluded ones, for the purpose of restitution of the amounts paid, in the form of art. 30, shall compete for contemplation.

§ 3 The contemplated member may allocate the credit for the total settlement of a financing of their ownership, subject to the prior consent of the administrator and compliance with the conditions established in the consortium contract for participation in a group.

Art. 23. Contemplation is conditioned upon the existence of sufficient resources in the group for the acquisition of the asset, set of assets or services to which the group is referenced and for the restitution to the excluded ones.

Art. 24. The credit to which the contemplated consortium member is entitled shall be the value equivalent to that of the asset or service indicated in the contract, in force on the date of the ordinary general assembly of contemplation.

§ 1 The credit referred to in this article shall be increased by the net financial income proportional to the period it remains invested, from the date it is made available until its use by the contemplated consortium member.

§ 2 In cases where the object of the contract cannot be perfectly identified, the value of the credit and its updating must be provided for in the contract, without prejudice to the addition of the net income referred to in § 1.

§ 3 The restitution to the excluded consortium member, calculated under the terms of art. 30, shall be considered a partial credit.

Section IV Of the Group's Resources and the Financial Obligations of the Consortium Member

Art. 25. For the purposes of this Law, the common fund is considered to be the resources of the group destined to the attribution of credit to the contemplated consortium members for the acquisition of the asset or service and to the restitution to the excluded consortium members of the respective groups, as well as for other payments provided for in the adhesion contract for participation in a consortium group.

Sole paragraph. The common fund is constituted by the amount of resources represented by installments paid by the consortium members for this purpose and by amounts corresponding to fines and default interest destined to the consortium group, as well as by the income from its financial investment.

Art. 26. The resources of the consortium groups, collected by the administrator, at any time, shall be deposited in a financial institution and must be applied in the form established by the Central Bank of Brazil, from their availability and while not used for the purposes provided for in the adhesion contract for participation in a consortium group.

Art. 27. The consortium member is obliged to pay an installment whose value corresponds to the sum of the amounts referring to the portion destined to the common fund of the group, the administration fee and the other pecuniary obligations that are expressly established in the adhesion contract for participation in a consortium group.

§ 1 The obligations and rights of the consortium member that have a pecuniary expression are identified as a percentage of the price of the asset or service referenced in the adhesion contract for participation in a consortium group.

§ 2 The reserve fund, if established in the consortium group, may only be used for the purposes provided for in the participation contract, including for restitution to an excluded consortium member.

§ 3 It is permitted to stipulate in the adhesion contract for participation in a consortium group the charging of an amount as an advance of the administration fee, destined to the payment of immediate expenses linked to the sale of consortium group quotas and remuneration of representatives and brokers, and it must be:

I – deducted from the value of the administration fee that composes the installment, being due only upon the signing of the adhesion contract for participation in a consortium group;

II – deducted from the total value of the administration fee during the term of the group.

Art. 28. The amount of the fine and default interest charged to the consortium member, if provided for in the adhesion contract for participation in a consortium group, shall be allocated to the group and the administrator, and the contract may not stipulate for the group a percentage lower than 50% (fifty percent).

Section V On Exclusion from the Group

Art. 29. (VETOED)

Art. 30. The excluded consortium member who has not been contemplated shall have the right to restitution of the amount paid to the group's common fund, the value of which must be calculated based on the amortized percentage of the value of the asset or service in force on the date of the contemplation assembly, plus the earnings from the financial investment to which the consortium members' funds are subject while not used by the participant, in accordance with art. 24, § 1.

§ 1

(VETOED)

§ 2

(VETOED)

§ 3

(VETOED)

CHAPTER IV ON CLOSING OF THE GROUP

Art. 31. Within 60 (sixty) days, counted from the date of the last contemplation assembly of the consortium group, the administrator must notify:

I – the consortium members who have not used their respective credits, that the same are available for receipt in cash;

II – (VETOED)

III – (VETOED)

Art. 32. The closing of the group must occur within a maximum period of 120 (one hundred and twenty) days, counted from the date of the last contemplation assembly of the consortium group and provided that at least 30 (thirty) days have elapsed since the notification referred to in art. 31, at which time the final accounting of the group must be carried out, specifying:

I – the remaining available funds of the respective consortium members and excluded participants;

II – the amounts pending receipt, subject to judicial collection.

§ 1 Once recovered, the amounts pending receipt must be distributed proportionally among the beneficiaries, and the administrator must, within 120 (one hundred and twenty) days after their receipt, notify them that the respective balances are available for return in cash.

§ 2 The claim of the consortium member or of the excluded party against the group or the administrator, and of these against those, shall prescribe in 5 (five) years, counted from the date referred to in the caput.

CHAPTER V ON UNCLAIMED FUNDS

Art. 33. The remaining financial availabilities on the date of closing of the group are considered unclaimed funds by the respective consortium members and excluded participants.

Art. 34. The consortium administrator shall assume the condition of manager of the unclaimed funds, which must be invested and remunerated in accordance with the funds of ongoing consortium groups, under the terms established in art. 26.

Art. 35. The charging of a permanence fee on the balance of unclaimed funds by the respective consortium members and excluded participants, presented at the end of each month, originating from contracts signed as of the effective date of this Law, is permitted, under the terms of the adhesion contract for participation in a consortium group.

Art. 36. Consortium administrators must arrange payment within a maximum period of 30 (thirty) consecutive days from the appearance of the consortium member entitled to unclaimed funds.

Art. 37. (VETOED)

Art. 38. Unclaimed funds, regardless of their origin, must have specific accounting treatment, independently of the accounting records of the consortium administrator.

CHAPTER VI ON SPECIAL ADMINISTRATION AND EXTRAJUDICIAL LIQUIDATION

Art. 39. The special administration and extrajudicial liquidation of a consortium administrator are governed by Law No. 6.024, of 13 March 1974, by Decree-Law No. 2.321, of 25 February 1987, by Law No. 9.447, of 14 March 1997, and by subsequent legislation applicable to financial institutions, observing the provisions of this Law.

Art. 40. The decree of temporary special administration or extrajudicial liquidation of the consortium administrator shall not prejudice the continuity of the operations of the groups it administers, and the board of directors or the liquidator must give priority to the regular functioning of the groups.

§ 1 In the case of special administration, the board of directors may convene an extraordinary general assembly to propose to the group the measures that meet its interests, including that of transferring its administration.

§ 2 In the case of extrajudicial liquidation, the liquidator, in possession of the report on the financial situation of each group, shall publish a notice, which shall contain the necessary requirements for the qualification of consortium administrators interested in administering the groups.

§ 3 Upon expiration of the qualification period, the liquidator shall convene an extraordinary general assembly of the group, in order to deliberate on the proposals received.

§ 4 The funds belonging to the consortium groups, administered by a company subject to temporary special or extrajudicial liquidation regimes, shall be mandatorily and exclusively destined to meeting the objectives of the adhesion contracts for participation in a consortium group.

CHAPTER VII ON PENALTIES

Art. 41. (VETOED)

Art. 42. Infractions of the provisions of this Law, of the infralegal norms and of the terms of the adhesion contracts for participation in a consortium group, formalized, subject the consortium administrators, as well as their administrators, to the following sanctions, as applicable, without prejudice to other applicable measures and sanctions:

I – warning;

II – suspension from the exercise of the position;

III – disqualification for a determined period from the exercise of positions of administration and fiscal council in a consortium administrator or financial institution and others authorized to operate by the Central Bank of Brazil;

IV – special supervision regime;

V – fine of up to 100% (one hundred percent) of the amounts received or to be received, provided for in the contracts as an expense or administration fee, doubled in the event of recidivism;

VI – fine of up to R$ 500,000.00 (five hundred thousand reais), doubled in the event of recidivism;

VII – immediate precautionary suspension of carrying out new operations, if risks to the consuming public are configured, for a period of up to 2 (two) years;

VIII – revocation of authorization to operate or to administer consortium groups.

Sole paragraph. Recidivism is considered to be the practice of a new infraction of the same legal or regulatory provision, within 5 (five) years in which the first administrative decision regarding the previous infraction has been judged to be well-founded.

Art. 42. To infractions of the provisions of this Law and to infra-legal norms, the provisions of Provisional Measure No. 784, of 7 June 2017, apply. (Text given by Provisional Measure No. 784, of 2017)

Validity ended

Art. 42. Infractions of the provisions of this Law, of infra-legal norms and of the terms of contracts for participation in a consortium group, by adhesion, formalized, subject the consortium administrators, as well as their administrators, to the following sanctions, as applicable, without prejudice to other applicable measures and sanctions:

I – warning;

(Repealed by Law No. 13,506, of 2017)

II – suspension of the exercise of the position; (Repealed by Law No. 13,506, of 2017)

III – disqualification for a determined period from the exercise of positions of administration and fiscal council in a consortium administrator or financial institution and others authorized to operate by the Central Bank of Brazil; (Repealed by Law No. 13,506, of 2017)

IV – special inspection regime; (Repealed by Law No. 13,506, of 2017)

V – fine of up to 100% (one hundred percent) of the amounts received or to be received, provided for in the contracts as an expense or administration fee, doubled in the event of recidivism; (Repealed by Law No. 13,506, of 2017)

VI – fine of up to R$ 500,000.00 (five hundred thousand reais), doubled in the event of recidivism; (Repealed by Law No. 13,506, of 2017)

VII – immediate precautionary suspension of carrying out new operations, if risks to the consuming public are configured, for a period of up to 2 (two) years; (Repealed by Law No. 13,506, of 2017)

VIII – revocation of authorization to operate or to administer consortium groups. (Repealed by Law No. 13,506, of 2017)

Sole paragraph. Recidivism is considered to be the practice of a new infraction of the same legal or regulatory provision, within 5 (five) years in which the first administrative decision regarding the previous infraction has been judged to be well-founded. (Repealed by Law No. 13,506, of 2017)

Art. 42. To infractions of the provisions of this Law and to regulatory norms, the punitive action of the Central Bank of Brazil applies, under the terms defined by the legislation in force. (Text given by Law No. 13,506, of 2017)

I - (repealed) ; (Text given by Law No. 13,506, of 2017)

II - (repealed) ; (Text given by Law No. 13,506, of 2017)

III - (repealed) ; (Text given by Law No. 13,506, of 2017)

IV - (repealed) ; (Text given by Law No. 13,506, of 2017)

V - (repealed) ; (Text given by Law No. 13,506, of 2017)

VI - (repealed) ; (Text given by Law No. 13,506, of 2017)

VII - (repealed) ; (Text given by Law No. 13,506, of 2017)

VIII - (repealed) .

(Text given by Law No. 13,506, of 2017)

Sole paragraph. (repealed) .

(Text given by Law No. 13,506, of 2017)

Art. 43. The application of the penalties provided for in this Law, separately or cumulatively, does not exclude liability and sanctions of a civil and criminal nature, under the terms of the respective legislation. (Repealed by Provisional Measure No. 784, of 2017)

Validity ended

(Repealed by Law No. 13,506, of 2017)

Art. 44. The fines provided for in art. 42, items V and VI, applied to the consortium administrator and its administrators, shall be graduated according to the severity of the violation.

(Repealed by Provisional Measure No. 784, of 2017)

Validity ended

(Repealed by Law No. 13,506, of 2017)

CHAPTER VIII OF THE FINAL PROVISIONS

Art. 45. The registration and annotation regarding the acquisition of real estate through the Consortium System shall be considered, for the purpose of calculating fees, emoluments and costs, as a single act.

Sole paragraph. The purchase and sale contract of real estate through the Consortium System may be entered into by private instrument.

Art. 46. The authorizations to administer consortium groups granted up to the date of publication of this Law to administrators and to associations and non-profit entities are validated.

Art. 47. (VETOED)

Art. 48. Items I and V of art. 7 of Law No. 5,768, of 20 December 1971, items I and V of art. 31 of Decree No. 70,951, of 9 August 1972, Decree No. 97,384, of 22 December 1988, art. 10 of Law No. 7,691, of 15 December 1988, and art. 33 of Law No. 8,177, of 1 March 1991, are repealed.

Art. 49. This Law enters into force after 120 (one hundred and twenty) days from its publication.

Brasília, 8 October 2008; 187th of Independence and 120th of the Republic.

LUIZ INÁCIO LULA DA SILVA

Tarso Genro Guido Mantega Carlos Lupi Miguel Jorge

This text does not replace the one published in the DOU of 9.10.2008

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