Question 1

What is an SCP, and what are the roles of the managing and silent partner?

Accepted Answer

In a Sociedade em Conta de Participação (a Brazilian silent partnership), the managing partner — usually the developer — runs the venture and is the only one who appears before suppliers, the bank, and clients. The silent partner (the investor) contributes capital and shares the result in proportion to their stake, without managing or signing contracts. The SCP has no legal personality: it exists internally, between the partners, governed by contract.

Question 2

How far does my risk go as a silent partner?

Accepted Answer

As a rule, your liability is limited to the amount you contribute — you don't answer to suppliers, the bank, or clients. But article 993 of the Civil Code is clear: if the silent partner interferes in external management (signs contracts, negotiates with third parties), they become jointly liable. The protection is real, as long as the investor stays out of the venture's administration.

Question 3

How are the profits I receive from an SCP taxed?

Accepted Answer

The SCP is treated as a legal entity by the tax authority: corporate taxes (IRPJ, CSLL, PIS, COFINS) are assessed and paid by the managing partner. Profits distributed to the silent partner are usually income-tax exempt at the investor's end — but only when there is formally booked accounting profit; an unsupported distribution can be reclassified as taxable compensation. SCPs in development may also use the RET regime (a unified 4% rate). Always confirm with a tax advisor.

Question 4

Does the SCP need a tax ID? And how do I receive the return?

Accepted Answer

Yes — even without legal personality, the SCP must register a CNPJ (tax ID), tied to the managing partner, who handles the ancillary obligations. The return follows the contract: it can be distributed during sales or at closing, in cash or in units. The milestones and the form of distribution are defined before capital enters.

Question 5

Do I pay tax when I swap my land for units (a physical swap)?

Accepted Answer

In a pure physical swap — units for units only, by public deed and with no cash involved — an individual books no capital gain; this is the traditionally exempt case. The tax authority, however, reads that exemption narrowly: swapping a residential property for future commercial units, for instance, was deemed taxable (Cosit 128/2024). The treatment depends on what the deed actually says.

Question 6

What if there is "torna" (a cash top-up)?

Accepted Answer

If there is torna, tax falls only on the cash portion, at capital-gains rates of 15% to 22.5%. The part actually swapped for property remains untaxed. In other words, it's the cash top-up that's taxed, not the swap itself.

Question 7

What is a "financial swap" and why did it change in 2025?

Accepted Answer

It's when the landowner, instead of receiving units, becomes entitled to a percentage of sales revenue — cash only. Tax ruling Cosit nº 89/2025 determined this is not a swap but a deferred sale, fully subject to capital gains (15% to 22.5%) for individuals. Anyone who structured this arrangement expecting it to be exempt was caught off guard — hence the importance of an up-to-date opinion.

Question 8

When do I pay the tax on a swap?

Accepted Answer

For units yet to be built, capital-gains tax is paid by the last business day of the month following receipt of each unit — not on the date of the deed. In a financial swap, it follows the receipt of each cash installment. For a developer under the RET regime, taxation stays unified at 4% of revenue.

Question 9

What is real estate co-investment?

Accepted Answer

It means pooling several investors' capital to take part in the same development, sharing the contribution, the risk, and the result. You don't hold a specific property, but a stake in the project. To be clear: "co-investment" describes the logic of investing together — the actual legal vehicle is usually an SCP, an SPE (project company) with shares, or a listed real estate fund (FII).

Question 10

What's the difference between co-investing (via SCP/SPE) and a listed real estate fund (FII)?

Accepted Answer

An FII is regulated by the securities commission, has exchange-traded shares, a professional manager, and high liquidity — but the share price swings like any equity. Co-investment via SCP/SPE is private, illiquid, and tied to a single project with few investors — higher concentrated-return potential, in exchange for a difficult exit and less regulation. It's the trade-off between liquidity and regulation on one side and concentrated return on the other.

Question 11

How do I receive the return in a co-investment?

Accepted Answer

Per the vehicle's contract: distribution of profits during sales or at the project's closing, in cash or in units. Unlike an FII, there is no guaranteed periodic distribution and no tradable share — the return is tied to the performance of that specific development.

Question 12

What are the main risks of private co-investment?

Accepted Answer

Illiquidity (it's hard to exit before the end), dependence on the competence and integrity of whoever structures it, project-execution risk, and less transparency than a regulated vehicle. No structure eliminates risk — which is why assessing who runs the venture matters as much as assessing the property.

Question 13

Why is it said that value is created before construction?

Accepted Answer

Because it's during structuring — approvals, design, making the land viable, and opening sales — that the development gains value, before construction reflects it in the price. Those who enter early usually access terms below the future price table, taking on part of the development risk in return. It's performance-based return, not fixed income.

Question 14

What are the main risks of entering before construction?

Accepted Answer

Construction delays, slow sales, buyer cancellations, and — most seriously in the recent cycle — the developer's financial health: in 2024 the sector led judicial-recovery filings. Any promise of fixed, guaranteed return should raise a flag. "Before construction" is not a guaranteed gain.

Question 15

Is there liquidity? Can I exit before the end?

Accepted Answer

Liquidity is low. Unlike an FII with exchange-traded shares, exiting an SCP or a co-investment depends on a contract clause and on someone to take over your position. It's best to plan for capital committed until the project concludes — generally a medium- to long-term horizon (2 to 4 years or more).

Question 16

What protects me if the developer runs into trouble?

Accepted Answer

The main instrument is the patrimônio de afetação (ring-fencing, Law 10.931/2004): it segregates the development's land, construction, and receivables from the rest of the developer. In a bankruptcy, those assets stay out of the insolvency estate and the project can be completed. Checking whether the specific development has ring-fencing in place is a critical due-diligence item.

Question 17

What guarantees can I have in the venture?

Accepted Answer

Beyond ring-fencing, the contract may provide collateral (a mortgage or fiduciary lien on the land), guarantees from the partners, fiduciary assignment of receivables, and preference clauses. None of them eliminates project-execution risk, but they all reduce the risk of total loss.

Question 18

What should I check in due diligence before investing?

Accepted Answer

The land's title record and chain of ownership (liens, mortgages, encumbrances), zoning and permits, the development's registration filing, whether ring-fencing is in place, and — the most underestimated point — the financial health and integrity of the developer and its partners. Today the practice spans legal, engineering, and accounting review. Analyze the company, not just the property.

Question 19

How do I track the venture and its governance?

Accepted Answer

Through periodic reporting on construction and sales progress (sold vs. budgeted), the vehicle's financial statements, and movement in the project's segregated account. In an SCP, the silent partner has the right to oversee but not to manage — and that right should be stated in the contract. A lack of transparency is, in itself, a warning sign.

Question 20

What's the horizon, and how is the return taxed at my end?

Accepted Answer

The horizon follows the development's cycle — generally 2 to 4 years or more, until construction is finished and sales are settled; there is no guaranteed fixed date. Taxation depends on the structure: SCP profits tend to be exempt at your end (where there is booked profit), an FII has its own exemption for individuals, and a swap/sale follows capital gains. Always confirm with a tax advisor before investing.

Reading the opportunity

Market intelligence

EVTL

Financial structuring

Real estate development

Pre-launch

Launch

Construction start

Key handover

Remunerated capital return

Value is born before ground is broken.
So is the chance to invest, too.

We enter early.

We understand the market.

We guide it to the end.

Structures defined
by the venture — not the other way around.

Silent partnership

Land as capital

Capital alongside the venture

The entire venture,
under a single lead.

Our own intelligence

Defined roles and milestones

Step-by-step reporting

A single lead

Transparency at every stage

Ventures under guidance.

Hits Cupecê

Start Park Jabaquara

Oh Freguesia

Hits Santa Catarina

Guarulhos

Jabaquara

HUM Bela Vista

HUM Granada

VIP Vila Prudente

Rooftop Perdizes

The First Jardim

Immensitta Jardim

PINA 1875

Investing before construction,
no fine print.