In today’s landscape of complex commercial transactions, such as mergers and acquisitions or large-scale real estate negotiations, the need for predictability, legal certainty, and financial security is constantly growing. The Legal Framework for Guarantees, enacted through Law n° 14.711/2023, and regulated by CNJ Regulation n° 197/2025, has introduced the Notarial Guarantee Account (also referred to as the Escrow Account) as an essential instrument for ensuring neutrality, security, and efficiency in private legal transactions.
The Notarial Guarantee Account allows parties to deposit funds in an account managed exclusively by a notary public. These funds can only be released upon the objective verification of conditions pre-agreed between the parties, ensuring increased control, transparency, and integrity in the transaction process. In this framework, the notary acts as an impartial third party, safeguarding that transactions proceed securely and in compliance with the negotiated terms.
The notary’s role is strictly neutral, ensuring that the terms of the contract are clear, objective, and verifiable, leaving no room for subjective interpretation. Should the agreed conditions not be met or disputes arise, the notary will issue a notarial deed, suspending any movement of the funds until the parties resolve the conflict, either judicially or amicably, as provided in Article 9 of the Regulation.
Beyond providing legal certainty, CNJ Regulation n° 197/2025 aligns with the legislative trend of dejudicialization and modernization of guarantee instruments, bolstering the overarching goal of the Legal Framework for Guarantees, which aims to bring greater speed and efficiency to private transactions.
Under Article 3, the Notarial Guarantee Account can be used for the following purposes: (i) deposit of funds pertaining to legal agreements, whether or not formalized by notarial deeds; (ii) fiduciary management of funds subject to agreed and objectively verifiable conditions; (iii) other scenarios that adhere to the public function of the notary, provided they do not involve the interpretation of complex contractual clauses or issues requiring judicial intervention.
This service is particularly advantageous in transactions involving suspensive or resolutory conditions, such as: (i) the purchase and sale of real estate subject to the regularization of tax liabilities, such as IPTU, or the issuance of clearance certificates; (ii) terminated agreements or conditional donations, where the release of deposited funds depends on compliance with agreed terms; (iii) business transactions such as M&A operations, involving substantial sums and milestone-based payment structures.
Funds deposited in the Notarial Guarantee Account are protected and isolated from the assets of both the parties and the notary, ensuring integrity until the agreed conditions are satisfied. All conditions and transactions must be electronically registered in the CNB/CF system, ensuring transparency and data protection in compliance with the General Data Protection Law (LGPD).
Additionally, funds may remain in the Notarial Guarantee Account for a maximum of 180 days, extendable upon justified grounds. Should the deadline pass without compliance with the required conditions, the co-partnering bank may return the funds to the original depositor.
The notary’s remuneration is borne by financial institutions, exempting the parties from direct costs. However, additional acts, such as the issuance of notarial deeds, may incur fees per applicable state legislation. Operational costs include specific account maintenance fees, governed by agreements between the Notarial College and financial institutions.
Moreover, the Regulation is innovative in promoting not only the dejudicialization of procedures but also the expansion of digitalization, with the use of electronic systems managed by the CNB/CF. This modernization enables the secure registration of all conditions, transactions, and documents related to the legal agreement, ensuring not only agility and transparency but also compliance with the General Data Protection Law (LGPD).
The Notarial Guarantee Account is a direct reflection of the advancements brought by the Legal Framework for Guarantees, consolidating the role of notaries as central agents in ensuring balance and security in private transactions in Brazil. This instrument represents a significant step forward in the modernization of notarial services, aligning the country with established practices in international jurisdictions and strengthening trust in the business environment.
By adopting practices aligned with the best international standards, such as the Escrow Account in the United States, Brazil modernizes its approach. Accordingly, CNJ Regulation n° 197/2025, by regulating the Notarial Guarantee Account, not only creates an indispensable tool for the legal and business market but also enhances the protection of the parties' rights while contributing to cost and time savings—factors that are increasingly becoming essential benchmarks for competitiveness in private transactions.
