Authorized betting operators in Brazil required to report changes to corporate structure and control

On December 16, 2025, Brazil’s Secretariat of Prizes and Betting (SPA) published SPA/MF Instruction No. 35/2025 to regulate the applicable procedures for betting operators in the event that the conditions under which they were granted authorization to operate change.

These procedures have been established to regulate the provisions of SPA/MF Ordinance No. 827/2024, which establishes general rules for granting authorization to operate, in particular:

• An operator’s authorization may be reviewed in the event it is subject to a merger, spin-off, incorporation, corporate conversion, as well as transfers or changes to direct or indirect corporate control (Article 6); and
• While the term of their authorization remains valid, authorized betting operators must keep the documentation necessary to prove their declarations submitted throughout the authorization process up to date (Article 22).

Based on this, SPA/MF Instruction No. 35 classifies the types of changes to be reported along two lines. The first category regards changes that only take effect after the SPA has granted authorization – this applies to changes concerning:

• The operator’s trademarks, business scope and the forms of betting the operator runs;
• Domains; and
• Betting system platform providers.

The second category comprises changes or actions that produce immediate effects without requiring the SPA’s prior approval. This concerns changes to:

• Brazilian Central Bank-authorized financial and payment institutions that provide financial services to the betting operator;
• The operator’s management;
• The operator’s corporate name and the address of its headquarters;
• Any merger, spin-off, incorporation, corporate conversion, as well as transfers or changes to direct or indirect corporate control involving the betting operator; and
• The beginning of operations or new trademarks used by the betting operator – characterized by making offers to users through certified systems and platforms, on online channels within the “bet.br” domain previously authorized by the SPA.

Regarding the second category, betting operators have a 10-day deadline to report changes related to authorized financial and payment institutions, managers, and their corporate name and address of their headquarters. On the other hand, a 30-day deadline applies to changes related to mergers, spin-offs, incorporations, corporate conversions, as well as transfers or changes to direct or indirect corporate control.

It is possible for betting operators to commence operations under a single authorized trademark and add other authorized trademarks at a subsequent date. Each additional trademark must be reported to the SPA prior to use, as follows:

• In the event the betting operator does not intend to use any trademark within 30 days of the authorization ordinance being published, it must notify the SPA within 10 days of the ordinance’s publication date; and
• The betting operator must notify the SPA of its intention to start using a specific trademark at least 10 days in advance.

SPA/MF Instruction No. 35 also lists the documents that must be submitted for each type of reporting, which may include updated applications and forms, technical certificates, and other relevant documents.

Until the specific module for monitoring and assessing changes to Brazil’s Bet Management System (SIGAP) is made available to users, betting operators must report intended or carried out changes to the SPA via an electronic petition in the Electronic Information System (SEI). Once a petition has been formalized, the SPA has 155 days to analyze the changes.

For more information on Instruction No. 35/2025 and its impacts, please contact Mattos Filho’s Entertainment practice area.