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Brazil's new critical minerals law (Law 15,506/2026): what it means for foreign buyers
Brazil's critical minerals law, Law 15,506 of 16 September 2026, created a National Policy on Critical and Strategic Minerals and a council, the CIMCE, whose homologation is now required for changes of control of mining-right holders, for significant stakes acquired by foreign entities, for sales or encumbrances of mining titles, and for international supply contracts that may affect national security, in the minerals it designates. It also introduced revenue-based contributions and a package of incentives for local processing. Detailed rules were still pending regulation at the time of writing, so foreign buyers should plan for the review rather than assume it away.
Key takeaways
- The law took effect on 16 September 2026. Decree 13,118/2026, issued the same day, structured the CIMCE council.
- The CIMCE defines which minerals are critical or strategic. Until it publishes the list, there is no official list; rare earths, lithium and similar minerals are widely expected to be covered.
- Homologation is required for direct or indirect changes of control, for significant stakes or influence acquired by foreign entities, for sales or encumbrances of titles, and for certain international supply contracts.
- Companies in covered minerals must apply at least 0.3% of net gross operating revenue to R&D and 0.2% to a guarantee fund, under a six-year regime, with the R&D minimum rising to 0.5% afterwards.
- Incentives include a CSLL tax credit of up to 20% of processing investment, incentivised debentures, REIDI, BNDES financing and priority licensing.
In this article
For years, foreign buyers of Brazilian mining assets dealt with one main regulator for titles, the National Mining Agency (ANM), plus environmental agencies and, for large deals, the competition authority. Critical minerals now have an additional gatekeeper. The law that created the National Policy on Critical and Strategic Minerals was sanctioned without vetoes on 16 September 2026 and took effect the same day.
The law arrives at a moment of intense foreign interest. US government-backed financing has gone into Serra Verde's rare earth mine in Goiás, Gulf and Asian investors are looking at lithium and rare earths, and Australian and Canadian juniors are advancing clay projects. Brazil wants that capital, and it also wants more processing at home and a say over who controls strategic supply. The law tries to do both.
§ 01 · Overview
What does Brazil's critical minerals law actually do?
The law creates a national policy for minerals that Brazil considers critical or strategic, sets up a council to run it, adds oversight of certain transactions, imposes contributions on companies in those minerals, and offers incentives for processing and transformation in Brazil. The Mining Code of 1967 remains in force; the new law adds a layer on top.
The CIMCE council
A council linked to the Presidency defines the mineral list, approves priority projects and homologates transactions.
Homologation
Changes of control, significant foreign stakes, title transfers and some international supply contracts need the council's approval.
R&D and guarantee fund
Companies in covered minerals apply a share of revenue to R&D and to a guarantee fund.
Processing in Brazil
Tax credits, debentures, REIDI, BNDES funding and priority licensing, mostly tied to local processing.
Two definitions drive everything. Critical minerals are those whose supply is insufficient, unstable or vulnerable, posing material economic risk. Strategic minerals are those with relevant domestic reserves that are essential to the trade balance, technology, regional development or emissions reduction. The council sets the actual list and reviews it every four years.
The context explains the design. China extracts most of the world's rare earths and dominates processing, and the United States, Europe, Japan and others are racing to build alternative supply. Brazil has the resources they want and has watched foreign capital, including US government financing, flow into its projects. The critical minerals law is Brazil's attempt to keep the door open to that capital while making sure strategic assets, and more of the value chain, stay under national oversight. President Lula said in 2026 that Brazil has no preference among investors; the law gives the state a tool to review each case.
§ 02 · The council
Who is the CIMCE and how will it decide?
The CIMCE, the National Council for the Industrialisation of Critical and Strategic Minerals, is linked to the Presidency. According to law-firm summaries of Decree 13,118/2026, it has 18 voting members: 13 from the federal executive, one representing states, one representing municipalities, two from the private sector and one from a higher-education institution.
| Body | Role | Meets |
|---|---|---|
| Plenary | Policy, national plan, approval of the mineral list proposed by the Ministry of Mines and Energy | Twice a year |
| Executive Committee | Chaired by the Ministry of Development, Industry and Trade; decides individual cases, including homologations | Monthly |
| Executive Secretariat | Administrative support | — |
| Advisory group | Six members; advisory only, no decision-making power | — |
For individual transactions, the Executive Committee may decide not to apply the regime, approve unconditionally, approve with conditions or refuse. The law and the first decree did not set deadlines or procedures; those depend on the council's internal rules, still to come. One law-firm summary notes that the council was to be installed within 90 days of the law's publication.
The council works alongside the ANM, which continues to grant and supervise mining titles. The council approves projects after hearing the ANM, and the two will interact on title transfers and priority licensing. Our guide on whether foreigners can buy a mine in Brazil covers the underlying ANM rules.
§ 03 · Transactions
Which transactions need CIMCE homologation under the critical minerals law?
Four kinds of transaction need homologation when they involve covered minerals: changes of control of a mining-right holder, significant stakes or influence acquired by a foreign entity, sales or encumbrances of mining titles, and international supply contracts that may affect economic or geopolitical security.
| Transaction | What triggers review | Open questions |
|---|---|---|
| Change of control | Direct or indirect change of control of a holder of rights over covered minerals, whatever the acquirer's nationality | Procedure and deadlines |
| Foreign stake | Acquisition by a foreign legal entity of a relevant stake or significant influence | No numerical threshold yet for “relevant” or “significant” |
| Title transfer or encumbrance | Sale, assignment or pledge of mining rights over covered minerals | Interaction with the ANM's own consent process |
| International supply contract | Offtake and similar agreements that may affect economic or geopolitical security | Criteria for which contracts are caught |
Note the breadth. Change-of-control review applies regardless of the acquirer's nationality, so a Brazilian buyer taking control of a rare earth company is also covered. Foreign minority investors are caught if their stake or influence is significant, which may include board rights or veto powers once the regulation defines it. Lenders taking security over mining titles should check whether the encumbrance needs homologation.
Consider a typical case, described as a hypothetical example. A Gulf investment company agrees to buy 30% of a Brazilian company that holds rare earth exploration permits in Goiás, with two board seats and a veto over the annual budget. The seller remains the controlling shareholder, so there is no change of control. But once regulation defines “significant influence”, board seats and vetoes may well bring the deal within the foreign-stake rule. If the company later grants a lender security over its titles, that encumbrance may need homologation too. A well-drafted agreement anticipates all three possibilities.
§ 04 · Costs
What contributions does the critical minerals law impose on companies?
Companies engaged in research, mining, processing or transformation of covered minerals must apply, each year, a share of their gross operating revenue net of taxes: at least 0.3% to research, development and innovation, and 0.2% as quota subscriptions to the mineral-activity guarantee fund, the FGAM. After the initial six-year period the R&D minimum rises to 0.5%.
Law firms differ slightly on when the six-year clock starts: one summary dates it from the law's effective date, another from regulation of the obligation. Either way, these are revenue-based costs, like a royalty, and belong in every valuation model alongside the CFEM royalty. A signature bonus payable to the Union when a mining grant is executed also feeds the guarantee fund.
The FGAM itself is an opportunity as well as a cost. It is a privately governed fund, in which the Union may hold quotas up to R$2 billion, designed to offer credit guarantees and risk-mitigation tools such as price, liquidity or performance hedges, including co-investment with public and private institutions, sovereign funds and multilateral banks. Access requires priority-project status and a minimum contribution set by the council.
§ 05 · Incentives
What incentives does the law offer, and who can use them?
The law's incentives mostly reward processing and transformation in Brazil, not extraction alone. That reflects the policy goal: Brazil wants to move up the value chain from concentrates to separated products, metals and components.
- CSLL tax credit. Up to 20% of spending on processing or transformation, allocated by competitive selection with prior council approval, within an overall cap of R$1 billion a year from 2030 to 2034.
- Incentivised debentures. Eligibility extended to priority processing projects and linked mining activities.
- REIDI. The infrastructure tax-suspension regime extended to mining, processing and transformation of covered minerals; the one incentive that covers mining without a processing requirement, per one summary.
- BNDES funding. The development bank may lend resources from the National Climate Change Fund for processing and transformation.
- Priority licensing. Federal, state and municipal bodies must prioritise analysis of these projects, although the law sets no deadlines.
- Low-Carbon Mineral Certificate. A certification with commercial rather than fiscal value; rules pending.
Areas with potential for covered minerals are also to be prioritised in ANM auctions, and, per one summary, exploration permits in these areas have a ten-year term without extension except for licensing delays. Projects must register in a national registry, the CNPMCE, to access the policy's instruments.
The incentives also change the competitive picture between projects. A Brazilian project that plans to separate rare earths or refine lithium locally may qualify for benefits that a project shipping concentrate abroad does not. Over time, that could shift where processing plants are built and which projects attract financing. Buyers comparing projects should ask each one whether it has, or plans to seek, priority status and registration in the national project registry.
§ 06 · Deals
How should foreign buyers structure deals under the new law?
Foreign buyers should treat CIMCE homologation like a merger-control or foreign-investment approval: identify it early, make it a condition precedent, allocate the risk of conditions or refusal, and plan the timeline around it.
- 01
Map the mineral
Confirm whether the asset's minerals are, or are likely to be, on the CIMCE list.
- 02
Map the transaction
Identify which elements trigger review: control, foreign stake, title transfer, security over titles, offtake.
- 03
Write it into the contract
Make homologation a condition precedent, with long-stop dates, cooperation duties and allocation of conditions.
- 04
Stage the money
Use deposits in escrow and staged payments so that capital does not move before approval.
- 05
Model the levies
Add the R&D and guarantee-fund contributions to the cash flow model, with the CFEM royalty and taxes.
- 06
Look for incentives
Assess whether processing in Brazil could open access to tax credits, REIDI or BNDES funding.
Offtake deserves separate attention. Many foreign buyers prefer to secure supply through offtake and financing rather than ownership. Under the new law, international supply contracts that may affect economic or geopolitical security also need homologation, so offtake is not automatically a way around review. Our guide to rare earth offtake and financing in Brazil looks at how one major transaction was structured.
Questions to put to Brazilian counsel
- Is the asset's mineral covered, or likely to be covered, and when will the list be published?
- Which elements of our transaction trigger homologation?
- What conditions might the Executive Committee impose, and how should we allocate them?
- Does our offtake or financing need homologation in its own right?
- How do the contributions and incentives change the project's economics?
§ 07 · Open questions
What remains uncertain about the critical minerals law?
Much of the law depends on regulation that was still pending at the time of writing. Until it arrives, buyers face uncertainty on several points that matter to deal timing and value.
| Pending item | Why it matters to buyers |
|---|---|
| Official list of critical and strategic minerals | Decides whether the regime applies to your asset at all |
| CIMCE internal rules and homologation procedures | Decide timelines, documents and how conditions are set |
| Thresholds for “relevant stake” and “significant influence” | Decide whether a minority foreign investment is caught |
| FGAM bylaws and minimum contribution | Decide access to guarantees and hedging tools |
| Tax credit eligibility and selection | Decide who benefits from processing incentives |
| Traceability standards and the low-carbon certificate | May affect market access and pricing |
The political debate is not over either. Civil-society groups criticised the bill for lacking explicit provisions on free, prior and informed consultation of indigenous peoples, and proposals for a state-owned developer were rejected during passage. Implementation will be watched closely by investors, communities and foreign governments alike.
In practice, the first homologation decisions will matter more than any commentary. They will show how long reviews take, what conditions the Executive Committee imposes, and how it treats different investor countries and structures. Buyers with transactions in progress should keep close contact with counsel and with the council's publications, and should avoid fixing long-stop dates too tightly until a track record exists.
For pending transactions announced before the law, such as the acquisition of Serra Verde announced in April 2026, the interaction with homologation is a question for the parties and their counsel. Buyers in new deals should assume review applies and plan accordingly.
§ 08 · Our method
How BRAZIL MINE helps foreign buyers under the new law
We do not give legal advice, and every critical minerals transaction needs Brazilian counsel. What we do is make sure the facts a lawyer and the council will look at are in order before a buyer commits: the ANM title and its history, the boundaries and land, the corporate structure and beneficial owners, and the project's real stage.
- KYC and NDA before confidential information is shared.
- Title, boundary and corporate verification in-house; our founder is a mathematician and land surveyor.
- Early flagging of assets likely to fall under the critical minerals regime.
- Introductions to independent counsel and technical experts chosen by the buyer.
- No advance fees at any stage.
Planning a critical minerals investment in Brazil?
Tell us the mineral, stage and structure you are considering. We will tell you what the asset's documents show and what to raise with counsel.
Request a confidential reviewRelated reading: rare earth projects for sale in Brazil, lithium projects in Brazil and Gulf capital in Brazilian mining.
§ FAQ
Frequently asked questions
What is Law 15,506/2026?
It is Brazil's law creating the National Policy on Critical and Strategic Minerals, sanctioned on 16 September 2026. It created the CIMCE council, transaction oversight, revenue-based contributions and incentives for processing in Brazil.
Which minerals does the law cover?
Those the CIMCE designates as critical or strategic. The council had not published the list at the time of writing. Rare earths, lithium and similar minerals are widely expected to be covered.
Does a foreign investor need approval to buy a Brazilian rare earth company?
If rare earths are covered, a change of control, or a relevant stake or significant influence acquired by a foreign entity, requires CIMCE homologation. Thresholds and procedures were still pending regulation.
Does the law ban exports of raw critical minerals?
It does not impose a ban or mandatory processing quotas. It encourages local processing through incentives, and certain international supply contracts may require homologation.
What contributions do companies pay under the law?
At least 0.3% of net gross operating revenue to R&D and 0.2% to the FGAM guarantee fund during a six-year period, with the R&D minimum rising to 0.5% afterwards. Unapplied R&D amounts can be fined at 150%.
What incentives does the law offer?
A CSLL tax credit of up to 20% of processing investment (capped overall at R$1 billion a year from 2030 to 2034), incentivised debentures, REIDI, BNDES financing from the climate fund, priority licensing and a low-carbon mineral certificate.
Does the law replace the Mining Code?
No. The Mining Code of 1967 remains in force, and the ANM still grants and supervises titles. The new law adds a policy and oversight layer for covered minerals.
Do offtake agreements need approval?
International supply contracts that may affect Brazil's economic or geopolitical security require homologation. Which contracts are caught will depend on regulation and council practice.
Mathematician, Land Surveyor and Licensed Real Estate Broker · CRECI-TO 4631
BRAZIL MINE — Mining & Minerals
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