05 — Complementary capability
Public Tax Receivables
Complementary Law 208/2024 enabled Brazilian municipalities to securitise tax claims registered as active debt. It is a new asset class, carrying municipal sovereign risk within a framework still consolidating — which demands proportionally greater diligence.
01The problem
Municipalities accumulate material stocks of registered tax debt that do not convert into cash within the horizon they need. Complementary Law 208/2024 opened the path to anticipation — and technical structuring is what separates legal permission from an executable transaction.
02Why it is complex
- 01
The assignment reaches the proceeds of the tax claim, preserving the public entity's ownership and collection authority.
- 02
The quality of registered stock varies widely: it requires stratification by age, type of tax and collection history.
- 03
The municipality's fiscal capacity and governance determine flow predictability more than the registered nominal amount.
- 04
The legal framework is recent, and structuring must track regulatory consolidation and emerging case law.
- 05
The transaction requires specific municipal legislative authorisation, with its own procedure.
03Who can engage us
We act under mandate. Fit is assessed case by case, before any commitment.
Municipalities with material registered tax-debt stock
Municipal attorneys' offices and public-sector legal advisers
Investors mandated for subnational sovereign risk
Securitisation companies and special purpose vehicle structurers
04How we work
Advisor, structurer and intermediary. We do not acquire the asset we advise on.
- 01
Assessment of the active-debt stock and stratification by recoverability.
- 02
Modelling of projected collection flows and sensitivity analysis.
- 03
Structuring of the securitisation vehicle and investor protections.
- 04
Coordination with the municipality's legal advisers and oversight bodies.
- 05
Intermediation with qualified investors mandated for subnational sovereign risk.
Conduct
Senior and direct conduct, with counsel specialised in public finance law engaged according to the debtor entity and the applicable framework.
05Framework and references
- Legal framework
- Complementary Law 208/2024
- Object of assignment
- Proceeds of the tax claim
- Vehicle
- Special purpose entity or receivables fund
- Risk
- Municipal sovereign
This material does not constitute: (i) a public offering of securities; (ii) a legal opinion; (iii) an investment recommendation; (iv) a promise of returns; nor (v) a guarantee of any nature. Investment decisions rest exclusively with the investor, based on their own analysis and independent due diligence.
07How to start
Start a confidential conversation.
A first approach requires no documents, counterparty names or transaction data. The context in broad terms is enough for us to assess whether there is mandate fit.
- 01
Preliminary contact
You describe the context in general terms. We assess fit and come back with an initial reading.
- 02
Confidentiality
Where there is fit, an NDA is executed before any sensitive information is shared.
- 03
Analysis and mandate
With documentation available, we define the scope of work and the terms of the mandate.
Preliminary contact does not constitute a mandate, a binding proposal, a commitment to structure or any guarantee of execution. Accepting any engagement depends on prior analysis and a formal agreement between the parties.
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