Estrutura contratual e societária das operações de permuta por área a ser construída e permuta financeira em negócios imobiliários

Resumo

The development of a real estate project involves several negotiations, among which the acquisition of the land is one of the most important. With regard to land acquisition, this study focuses on acquisition through exchange agreements: namely, physical exchange—the exchange of land for future autonomous units to be constructed on the exchanged land—and the transaction commonly referred to in the real estate market as financial exchange—the exchange of the property on which the development will be built for a percentage of the financial revenue generated from the commercialization of the development. These operations consist of the landowner contributing the property to the transaction, while the developer contributes the work and capital required for the development of the project. In exchange for the property, the landowner is entitled to receive either a portion of the total private built area in the development—physical exchange—or a percentage of the Gross Development Value (GDV) of the project, usually subject to deductions of direct costs arising from the commercialization of the autonomous units—such as applicable taxes on the sale price, brokerage commissions, marketing expenses, and administrative costs—characterizing the financial exchange. In this study, the term Financial Exchange Operation will be used whenever referring to the transaction described above as financial exchange, even though its legal nature may differ from that of a traditional exchange agreement, as will be discussed later. The relevance of this study lies in the scarcity of academic works addressing the subject, despite its practical importance and the recurring uncertainties surrounding the legal recognition of such transactions, given the absence of specific legislation and the limited case law on the matter. In this context, this research aims to analyze the contractual and corporate arrangements used to structure the legal framework underlying both physical exchange and the Financial Exchange Operation.

Ficha do documento

Tipo

Dissertação

Ano

2026

Instituição

Fundação Getulio Vargas

Fonte

Repositório da FGV

Idioma

Português

Acesso

Acesso aberto

Identificador

oai:repositorio.fgv.br:10438/38510

Palavras-chave

Incorporação imobiliáriaPermuta físicaPermuta por unidades futurasPermuta financeiraArranjos contratuais e societáriosReal estate developmentPhysical exchangeExchange for future unitsFinancial exchangeContractual and corporate arrangementsDireitoSociedades comerciais - LegislaçãoContratos