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Brazil is the largest and most active market for venture capital secondaries in Latin America. Here's what founders, early employees, and investors need to know.
Brazil's startup ecosystem has the longest track record and the deepest bench of companies old enough to generate secondary demand — founders and early employees who have been holding equity for six, eight, or ten years with no exit event. That backlog is exactly what a secondaries market exists to unlock.
In 2025, Spectra and Beacon published the State of the Startup Secondaries Market in Brazil report, the first study to size and document the market formally. It confirmed what had been visible anecdotally in fund deal flow for several years: Brazilian secondaries are a real, growing category, not a fringe activity.
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A secondary sale usually starts with an existing shareholder — an early employee, a seed investor, or a founder — looking to sell some or all of their stake outside of a formal fundraising round. A buyer, often a dedicated secondaries fund or a growth-stage investor, negotiates a price directly with the seller, subject to the company's transfer restrictions and right of first refusal.
Private-company share transfers in Brazil are governed by the company's corporate documents — and the corporate form matters. Most startups begin as a limitada (Ltda.), where transfers can require amending the articles and partner approval, and convert to anS.A. as they raise institutional capital, which makes share transfers cleaner but still subject to shareholder-agreement restrictions like rights of first refusal and tag-along provisions. The securities regulator, the CVM, oversees public offerings rather than private transfers — though its crowdfunding rules (Resolution 88) opened the door for authorized platforms to host secondary transactions in crowdfunding-issued securities, a small but real regulated venue.
On tax, individuals pay capital gains tax on share sales at progressive rates —15% on gains up to R$5 million, stepping up to 22.5% on very large gains — generally self-assessed and paid by the month following the sale. Non-residents selling Brazilian shares are also within the Brazilian tax net, typically via withholding. Always confirm current treatment with a Brazilian tax adviser; this is orientation, not advice.
The reference point every Brazilian holder knows is Nubank — its 2021 NYSE listing at a ~$41 billion valuation turned early angel checks into the region's most famous venture returns and proved the depth sitting in Brazilian cap tables. Behind it stands a generation of unicorns — QuintoAndar, Creditas, Loft, Wildlife Studios, EBANX— now old enough that early employees and seed investors actively seek liquidity ahead of any listing. On the buy side, São Paulo-based Spectra Investments is the region's best-known dedicated secondaries investor (and co-author of the market's first formal study), while Patria Investments has publicly explored continuation vehicles to hold Brazilian "champions" longer — the same GP-led structures reshaping global private equity. Recent transactions are tracked with sources on the Secondaries Deal Tracker.
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