Nominees and Virtual Offices: The Draft Rewriting Brazil's Betting Licence Regime

Update, September 25, 2026. The draft analysed below will not become an ordinance. Provisional Measure No. 1,394 (in Portuguese), published on September 25, banned fixed-odds betting in Brazil, terminates within thirty days the authorisations granted under Law 14,790, and declared pending authorisation requests moot (art. 6). What the measure does to licences, grant fees and bettors' money is covered in The provisional measure that banned the bets also wipes out state licences — and puts the banks in charge of refunds. The text below stands as a record of what the Secretariat of Prizes and Betting was proposing.

The public consultation that will determine how a fixed-odds betting licence is obtained — and how it is lost — in Brazil closes on 9 September.

One distinction matters before anything else: what is under consultation is a draft, not a rule. Nothing that follows is in force, and the final text may look different. What deserves attention now is the direction of travel, because it is unambiguous and because the window to influence it ends on 9 September.

What is actually under consultation

Public Consultation Notice SPA/MF No. 3/2026, published in the Diário Oficial da União on 22 July 2026 and signed by the Secretary for Prizes and Betting, opened a forty-five-day comment period — from 27 July to 9 September 2026 — on the ordinance that will set out the rules and conditions for obtaining authorisation to commercially operate fixed-odds betting as a lottery modality. Any individual or legal entity may take part, through the Portal Brasil Participativo. Once the period closes, submissions are reviewed under art. 31, sole paragraph, of Decree No. 12,002/2024.

The DOU notice does not mention what the draft says in its final article: art. 41 repeals Ordinance SPA/MF No. 827 of 21 May 2024 — the rule that currently governs the entire authorisation process. This is not an amendment. It is a replacement.

The scale tells the story. Ordinance 827 has 27 articles. The draft has 42.

From two grounds for denial to twelve

If there is one thing to take away from this text, it is this.

Ordinance 827 allows an application to be denied on two grounds (art. 19): insufficient documentation, or documentation that is fraudulent, altered or untrue. Both are grounds about paperwork.

The draft allows denial on twelve (art. 31, II). And most of them are not about paperwork — they are about money and about people.

An application may now be denied for: a mismatch between the economic and financial capacity of the shareholders who paid in the capital or lent the funds for the licence fee and the resources genuinely required to build out an operator; inconsistencies in the asset growth trajectory of those shareholders; an amended annual income tax return deemed unreliable or filed "with the intent of simulating financial capacity or concealing the true source of funds"; persisting doubt as to the source of funds after every opportunity to cure has been exhausted; a finding that the applicant was already offering betting without authorisation in Brazil; and any change to the CNPJ during the proceeding, or a registration status other than "active".

And then the sub-paragraph that names what the others describe: the existence of facts, investigations or ongoing proceedings that pose an unacceptable risk to the integrity of the sector or are incompatible with the required standard of repute, "covering the applicant legal entity and its entire chain of ownership, control and ultimate beneficial ownership, including through the use of nominees or complex corporate structures".

That last line is worth reading twice. A licensing rule rarely spells out, in the operative provision itself, the concealment technique it means to catch. Here it does.

The text starts describing tests

Beware the easy reading: due diligence on shareholders is not a novelty of this draft. Since 2024, Ordinance 827 has already required declarations of good repute, declarations as to the lawful origin of funds, and clearance certificates from the CGU, the TCU, the Federal Police, the state police and the federal and state courts, covering controllers, qualified shareholders, ultimate beneficial owners and directors. Anyone writing that the requirement is new has it wrong.

What changes is what is done with it. Ordinance 827 asks for a document; the draft defines what the technical review will assess (art. 14) — the source of the funds used to pay in capital, to pay the licence fee and to acquire control in corporate restructurings; shareholders' asset growth trajectory; and the existence of facts, investigations or proceedings incompatible with the standard of repute required of relevant persons. It also expressly authorises the SPA to carry out supplementary enquiries and to consult official databases, public registries and other sources, domestic or international (art. 18, § 1).

Concrete tests are scattered through the text. Two examples, because they will be the most recognisable to anyone working in fraud:

The address. The head office must be "in effective and exclusive use", and the draft prohibits the use of a PO box, coworking space, virtual office or any shared premises — except where shared among companies in the same economic group (art. 16, § 5). Ordinance 827 asked for proof of address. The draft says what kind of address will not do.

The business activity. Ordinance 827 already required CNAE code 9200-3/99 to be registered as the primary corporate purpose (art. 8, § 5). The draft requires that same CNAE as the exclusive economic activity (arts. 11, § 5, and 16, § 7). One word of difference, and it shuts the door on any company that also does something else.

The licence fee gets a mandatory route

The fee is BRL 30 million per authorisation, unchanged from Ordinance 827. Everything around it changes.

The draft restricts where the money may come from: paid-in share capital, duly constituted profit reserves, or loans from institutions licensed to operate by the Banco Central — or by equivalent regulators in the home jurisdiction. Intra-group loans are permitted only from persons within the economic group who qualify as controllers, qualified shareholders or ultimate beneficial owners, and only where the funds are their own and do not derive, directly or indirectly, from debt owed to third parties outside the group (art. 14, §§ 5 and 11).

It requires the money to sit ring-fenced and identified: in a specific, segregated bank account or associated custody arrangement, under the accounting line "Funds earmarked for payment of the licence fee", with any other use prohibited until payment, on pain of denial (art. 14, §§ 4 and 12).

It defines how the money leaves: by GRU, through the Brazilian Payment System, transferred directly to the National Treasury Single Account from a bank account held by the applicant itself, maintained at an institution licensed by the Banco Central. Where there is doubt as to the authenticity of the payment receipt or the ownership of the originating account, the SPA may demand clarification within ten days — without extending the payment deadline (art. 29, §§ 1 and 3).

And it closes one specific door: credits arising from court proceedings, whether the applicant's own or acquired from third parties, will not be accepted as payment, even where final and unappealable (art. 28, § 2).

Taken together, these rules answer a single question — the first question any asset investigator would ask: whose money was this before it became a licence?

Existing licensees have work to do too

This is the point that usually gets missed in coverage of public consultations, because the default assumption is "new rules apply to new applications". Not here.

Art. 36 sets deadlines, running from publication of the ordinance, for operators already authorised: 60 days to register their brands with the INPI (or to record the licence agreement, where the brand belongs to a third party); 90 days for 2025 financial statements audited by an independent auditor registered with the CVM; and 180 days for a package that includes bringing the physical head office into compliance, amending the articles of association or bylaws, removing conflicts of interest affecting directors, and constituting the financial reserve at the updated minimum amount.

Within that same 180-day list, one sub-paragraph deserves separate billing: evidencing full repayment and termination of loans or any debt instruments contracted with third parties outside the economic group whose funds were used, even indirectly, to pay in capital or pay the licence fee — replaced by own funds or by one of the permitted sources.

Put plainly: if the licence was paid for with money from outside the group, the draft gives operators 180 days to unwind that and prove they have. Non-compliance may trigger supervisory and enforcement proceedings.

The bank enters the operator's licensing file

A detail of interest to readers who come to this site from the payments side, and one that Ordinance 827 does not contain.

Among the legal qualification documents, the draft requires a declaration of compliance with the general rules governing payment transactions, signed jointly by the applicant and by the financial and payment institutions licensed by the Banco Central that will provide services to the operator — accompanied by certificates from the Banco Central itself confirming those institutions are licensed, and by the instrument granting signing authority to whoever signed on their behalf (art. 16, V to VII).

It is the same architecture we described here when CMN Resolution No. 5,320 came into force, and again when we covered art. 91 of BCB Resolution No. 520: the regulator anchors the obligation to the payment rail, inside a regulated institution that can be held to account. The difference is timing. There, the duty arises later, in the course of operations; here, the institution co-signs up front, in the licensing file.

Renting out a slot becomes administrative fraud

The cap of three commercial brands per authorisation is not new — it is in Ordinance 827. What the draft does with it is.

The cap becomes cumulative over the life of the licence rather than concurrent: once three have been used, no further additions or voluntary substitutions are permitted, and removing a brand does not restore the right to add another (art. 5, §§ 1 and 3). Further, substitution is prohibited where the previous brand was removed due to an irregularity attributable to the operator (§ 5).

And art. 6 prohibits assigning, sub-licensing, leasing or otherwise making available, on any pretext, brand slots or electronic channels — stating, in its sole paragraph, exactly what that is: a violation of the personal, non-transferable nature of the licence and administrative fraud against the cap in art. 5, exposing all legal entities involved — plural — to review of their authorisations.

Two well-known behaviours addressed in writing: burning a brand and reopening under another, and operating under someone else's licence.

Status is not a snapshot — again

Anyone following what we publish on virtual asset service providers will recognise the design. Authorisation is not a stamp you obtain and file away.

Throughout the term of the licence, the operator must keep current the documentation on which approval was based, and must report within ten days any change to the conditions that justified it (art. 39). Mergers, spin-offs, acquisitions, conversions or changes in direct or indirect corporate control subject the authorisation to review (art. 34). And the simplified renewal procedure applies only if the ownership structure, direct and indirect, remains the one the SPA approved — change it and you go back to the ordinary procedure, filing everything in full (art. 23, §§ 1 and 3).

The deadlines follow the same logic and they are long — SPA notification goes from 150 days to up to 300, extendable by a further 150 where integrity enquiries require it (art. 27, § 4), and the renewal filing window moves from 180 to 360 days in advance. Anyone whose business depends on a licensed operation will now be planning in years, not quarters.

The numbers that change

The licence fee itself does not change: BRL 30 million per authorisation, under both.

What would become public

An article that has barely featured in the coverage, and that changes what can be known from the outside.

Before turning to art. 38, it is worth stating what is already out there — because a hasty reading will assume there is nothing today. The SPA maintains an active transparency page covering authorisation proceedings, grounded in Law No. 14,790 and Ordinance MF No. 2,126: in its first phase, 85 proceedings for already-licensed operators, comprising 582 documents and 2,240 pages processed. And what is there is precisely what matters for this piece — technical opinions on legal qualification, on integrity review and on source of funds, the licence-fee payment opinion, and the final analysis report. Redaction was carried out by the administration before publication.

Art. 38 changes three things about this, and none of them is the existence of public documents. It changes the timing: the public version is now filed at the moment of submission rather than after the proceeding concludes — including for renewals and additional authorisations. It changes who prepares it: redaction ceases to be the administration's job and becomes the applicant's, with a statement of responsibility signed by its legal representative. And it changes who is answerable: publication occurs "without any prior review, screening or validation" by the SPA, and the applicant bears full responsibility for the content, including data entered in the wrong field. A separate SPA act will define what is public and what is confidential.

For anyone conducting counterparty due diligence, the difference is one of timing. Today you can read what the SPA concluded about those who have already been through. Under the draft, there would be material on those who are applying, while they apply.

What cannot yet be asserted

Three things, stated plainly.

The first is that none of this is law. It is a draft under consultation, and consultations exist to change text.

The second is that the financial reserve amount, currently fixed at BRL 5 million in Ordinance 827, is removed from the ordinance itself: it will be updated annually by the IPCA and published in a specific SPA act (arts. 14 and 15). Since the draft requires paid-in share capital equal to or greater than the sum of the licence fee and the minimum reserve (art. 14, § 6), the capital floor is no longer the BRL 30 million of Ordinance 827 and now depends on a figure that has not yet been published.

The third is that the draft does not say what sanction applies to a breach of each of these duties. It refers to supervisory and enforcement proceedings. How that calibrates against the regime under Law No. 14,790 remains an open question — as it already was when we covered the freezing of illegal operators' accounts here.

Until 9 September

Submissions go through the Portal Brasil Participativo, within the consultation proceeding. After that date, the text moves into internal review at the SPA and the discussion shifts to a published rule rather than a draft — a far less productive conversation for anyone with something to say.

Sources

Public Consultation Notice SPA/MF No. 3/2026, published in the Diário Oficial da União on 22 July 2026 — subject matter, forty-five-day comment period, dates of 27 July to 9 September 2026, and legal basis in art. 29 of Decree No. 12,002/2024.

Transparência Ativa – Processos de Autorização de Apostas de Quota Fixa, SPA page grounded in Law No. 14,790 and Ordinance MF No. 2,126 — first phase, with 85 proceedings, 582 documents and 2,240 pages.

Draft Ordinance under consultation, arts. 1 to 42, available on the Portal Brasil Participativo, proceeding "Regras e condições para obtenção da autorização para exploração de apostas de quota fixa".

Ordinance SPA/MF No. 827 of 21 May 2024 — text in force, used for the article-by-article comparison; in particular arts. 5, 6, 8, 10, 11, 16, 19 and 21.

Law No. 14,790 of 29 December 2023 and Law No. 13,756 of 12 December 2018 — the statutory basis of the regime. Decree No. 12,002 of 22 April 2024 — art. 29 and art. 31, sole paragraph.