How to draft a domain assignment agreement for a .br domain

How to draft a domain assignment agreement for a .br domain. UDRP and ccTLD domain recovery and defense across .br. Email the firm to assess your case.

A .br domain changes hands informally every day — a handshake, a wire transfer, a WhatsApp confirmation. Then the buyer discovers the name carries a prior dispute, the seller never held it in their own name, or Registro.br will not process the transfer without documentation it never asked for at registration. The deal unravels.

To draft a domain assignment agreement for a .br domain, the parties need a written instrument that satisfies Registro.br's transfer rules, confirms chain of title from the registered holder, addresses any prior dispute history under SACI-Adm (Brazil's administrative dispute procedure), and structures payment through escrow so that title and funds move simultaneously. The governing procedure is not the UDRP — .br operates under SACI-Adm, a distinct Brazilian administrative mechanism administered by Registro.br, with its own eligibility and transfer rules. A legally sound agreement reduces the risk that a tainted registration is acquired, that a future dispute strips the name from the buyer, or that a missed consent step voids the transfer.

This page covers the .br regulatory context, the key agreement clauses, chain-of-title and prior-dispute due diligence, escrow mechanics, and the realistic next step for a buyer or seller ready to close.

What governs .br domain transfers and why the UDRP does not apply

The .br zone is administered by Registro.br, the domain authority operated by NIC.br (the Network Information Center of Brazil). Registro.br is not an ICANN-accredited registry in the gTLD sense, so the UDRP does not apply to .br domains. Disputes and transfers operate under Brazilian rules and the SACI-Adm procedure.

SACI-Adm — the Administrative Domain Name Dispute Resolution System — is Brazil's administrative mechanism for .br disputes. It is not identical to the UDRP: the substantive test, eligible complainants, and procedural mechanics all differ from the UDRP's three-element framework. A buyer acquiring a .br domain must understand that past SACI-Adm proceedings against the name are public, carry legal weight, and can affect the buyer's own title if the underlying registration was found to have been made in bad faith. Unlike the UDRP, SACI-Adm findings do not simply disappear when the name changes hands.

Registro.br also imposes eligibility requirements on .br registrants. Certain second-level categories (such as .com.br, .net.br, .org.br) require the registrant to hold a Brazilian CPF (individual taxpayer number) or CNPJ (company registration). An agreement that ignores these eligibility rules creates a transfer that Registro.br will refuse to process. If the buyer is a non-Brazilian entity, the agreement must plan for a local entity or nominee structure that meets the eligibility requirement — and that structure itself needs to be documented in the assignment.

The practical starting point for any .br domain transaction is therefore to verify, before any money moves, that (a) the current registrant is the actual beneficial owner, (b) the registration is in good standing and not subject to a pending or decided SACI-Adm proceeding, and (c) the buyer meets Registro.br's eligibility criteria for the relevant second-level zone.

For an assessment of your .br domain transaction — whether you are buying, selling, or restructuring a portfolio — contact info@cognomenlaw.com.

How should chain of title be verified before drafting the agreement?

Chain of title in a .br transaction is the sequence of registered holders from the original registrant to the current seller. A gap in that chain — an undocumented private transfer, a corporate reorganization that was never notified to Registro.br, or a registration held by an employee rather than the company — creates a risk that the true beneficial owner disputes the sale or that Registro.br refuses the transfer.

The due diligence steps we carry out before drafting include:

• WHOIS/RDDS verification: confirming that the WHOIS record matches the party signing as seller. If the registered name is a person rather than the company, the agreement must include a representation that the individual is authorized to assign on the company's behalf, plus supporting board authority.
• SACI-Adm history search: checking whether any administrative proceeding has been filed or decided against the domain. A prior adverse decision under SACI-Adm signals that the registration was found to have been made in bad faith; acquiring that name exposes the buyer to a re-filed proceeding or a court action based on the same prior rights.
• Trademark clearance: searching Brazilian trademark records (INPI) for third-party rights that could support a future SACI-Adm complaint or court claim against the buyer. A domain that is a close match to a registered Brazilian mark is a dispute risk, not an asset.
• Prior-dispute history in related zones: if the name also exists as a .com or another ccTLD, checking UDRP decisions or court actions in those zones. A UDRP transfer order against the .com equivalent is a strong indicator that the .br registration may carry the same bad-faith taint.
• Good-standing confirmation: verifying that the domain is not locked, suspended, or subject to a pending transfer prohibition at Registro.br.

A recent matter illustrates why this step cannot be skipped. In a .br commercial portfolio acquisition (spring 2025, a Brazilian technology brand), we identified that one domain in a package of approximately fifteen names had been the subject of a SACI-Adm complaint filed against the prior holder. The complaint had been decided in favor of the brand owner and a transfer ordered — but not yet processed when the seller listed the portfolio. The buyer would have acquired an untransferrable name. We excluded that domain from the transaction and renegotiated the price accordingly.

What are the essential clauses in a .br domain assignment agreement?

A .br domain assignment agreement that can survive a Registro.br transfer review, a Brazilian court challenge, and a post-closing SACI-Adm proceeding must contain more than a description of the domain and the purchase price. The essential clauses are:

Identification of the parties and eligibility confirmation. Full legal names, CPF or CNPJ numbers, and a representation by both parties that the buyer meets Registro.br's eligibility criteria for the relevant second-level zone. If the buyer is a foreign entity using a local nominee, the nominee's authority and the beneficial-owner disclosure must appear here.

Description of the domain and the transfer object. The domain name in full, the Registro.br registration ID, the expiry date, and a statement that the assignment covers all rights in the domain name — not merely access to the account. This distinction matters: Registro.br treats the domain as a registration right, not as intellectual property in the traditional sense, and the agreement must reflect that framing to avoid drafting ambiguity.

Representations and warranties by the seller. The seller warrants that it is the sole legal and beneficial owner; that the domain is free from liens, encumbrances, pending transfers, or administrative proceedings; that no SACI-Adm or court action has been filed or threatened; and that the registration was made in good faith. These representations survive closing and support an indemnity claim if a dispute later arises from a pre-closing event.

Purchase price and payment mechanics. The price, currency, and payment trigger (see Escrow, below). For transactions involving any meaningful sum, the agreement must make payment conditional on completion of the Registro.br transfer, not on the seller's initiation of it.

Transfer mechanics and cooperation obligation. A step-by-step sequence: seller initiates the transfer at Registro.br, buyer confirms eligibility and accepts the transfer within the registry's system, parties cooperate with any additional Registro.br verification. The agreement should set a deadline — typically a defined number of business days — for each step, with a cure period and termination right for non-performance.

Post-closing obligations. The seller's obligation to provide supporting documentation if Registro.br or a later dispute proceeding requires evidence of the original registration's legitimacy; the buyer's obligation to maintain the registration in good standing.

Governing law and dispute resolution. For a .br domain, Brazilian law and Brazilian courts (or arbitration under Brazilian arbitration rules) are the appropriate choice. A foreign-law clause creates enforcement risk in Brazil and will complicate any post-closing SACI-Adm interaction. The agreement should name the seat of arbitration or the court jurisdiction clearly.

Entire agreement and language. If the parties communicate in more than one language, designate the controlling language. In a Brazilian court, a Portuguese-language agreement is operationally preferable. A dual-language agreement with a clear controlling-language clause is the standard approach for cross-border .br transactions.

To weigh UDRP against a court action for your case, or to assess whether a .br transaction requires additional dispute-risk structuring, email info@cognomenlaw.com.

How does escrow work for a .br domain transaction?

Escrow is the mechanism that makes both parties whole: the buyer's funds are held by a neutral third party and released to the seller only when the Registro.br transfer is confirmed, while the seller initiates the transfer knowing funds are committed. Without escrow, the buyer risks paying for a domain that the seller delays or fails to transfer; the seller risks initiating a transfer before payment clears.

For .br transactions, the escrow structure must account for Registro.br's specific transfer workflow. The registry processes transfers through its own system; there is no single universal transfer authorization code (EPP AuthInfo) model identical to the gTLD system. The agreement should specify:

• The escrow agent (an independent licensed service, named in the agreement).
• The release condition: confirmed completion of the Registro.br transfer in the buyer's name, not merely the seller's initiation of the process.
• The hold period: the escrow agent retains funds until the buyer confirms the transfer appears in the WHOIS record in the buyer's name.
• The refund condition: if the transfer does not complete within the agreed deadline, funds return to the buyer automatically, without a separate written instruction.
• Escrow fees: typically allocated by agreement; in our practice the seller most commonly bears the escrow fee as the party presenting the asset for sale.

For portfolio transactions (multiple .br names), escrow is best structured with a per-domain release schedule rather than a single aggregate release. This protects the buyer if individual names in the portfolio fail to transfer due to Registro.br holds or eligibility issues on specific second-level categories.

In a cross-border .br transaction (autumn 2025, a European brand acquiring a .br commercial domain from a Brazilian individual), we structured escrow with a split release: half on Registro.br transfer initiation by the seller, half on confirmed completion in the buyer's Brazilian nominee entity's name. The two-step release reduced the seller's completion risk while maintaining the buyer's protection against a failed transfer.

What due diligence protects against acquiring a tainted .br domain?

A tainted domain is one whose registration history creates a legal vulnerability the buyer inherits. In the .br context, the taint can come from several sources.

A prior SACI-Adm adverse decision means the domain was registered without legitimate justification under the Brazilian administrative test. A buyer who acquires that name may face an argument that the taint survives the transfer — particularly if the buyer holds the same trademark conflict. The safest approach is to exclude the name from the transaction or, where the prior decision is genuinely stale and the facts have changed, to obtain a legal opinion on the survivability of the prior finding before closing.

A prior UDRP transfer of the equivalent .com creates circumstantial evidence that the original .br registration was part of the same bad-faith pattern. It does not automatically condemn the .br, but it is a material fact that must be disclosed in the representations and that affects the price.

A registration that pre-dates the trademark is a different question. If the seller registered the .br before any third-party trademark rights existed, the chain is cleaner. The agreement should represent the registration date clearly and the due diligence should verify it against the INPI trademark register.

Trademark conflicts visible at INPI create ongoing dispute risk for the buyer regardless of the seller's clean record. A domain that matches a registered Brazilian trademark — even if the seller has held it without challenge — is a risk the buyer inherits. The due diligence deliverable should include a trademark clearance opinion, not merely a WHOIS check.

Where the due diligence identifies a risk but the transaction is commercially important to the buyer, the agreement should include a specific indemnity — separate from the general warranty — covering any SACI-Adm or court costs arising from a pre-closing dispute basis. The indemnity period should extend at least to the SACI-Adm complaint limitation period under Registro.br's current rules.

How does the .br transaction route compare to a UDRP complaint or a court action?

The route to a .br domain depends on whether the buyer is negotiating a commercial acquisition or pursuing a name the seller is unwilling to release. The routes differ significantly.

A negotiated assignment agreement — the subject of this page — is the fastest path when the current registrant is willing to sell at a commercially reasonable price. There is no mandatory dispute timeline, no forum filing fee, and no risk of an adverse decision. The cost is entirely the transaction cost: legal drafting, due diligence, and escrow. This is the right approach when the seller is cooperative and due diligence is clean.

SACI-Adm is the administrative dispute route for cases where the registrant holds the domain abusively and is not willing to negotiate. It is a mandatory pre-litigation option in some circumstances, and it operates under Brazilian administrative rules distinct from the UDRP. The filing fees and timelines for SACI-Adm follow Registro.br's current published rules; confirm current figures with counsel before filing. If SACI-Adm succeeds, the remedy is typically a transfer order. If it fails, or if the registrant defaults, the outcome depends on the specific procedural rules in force.

Brazilian court action is the route where SACI-Adm either does not apply or has been exhausted, where damages are sought alongside a transfer, or where enforcement requires judicial authority. Court action is substantially slower and more expensive than an administrative proceeding. We coordinate Brazilian court proceedings with local litigation counsel in the relevant jurisdiction.

If the disputed name also exists in a gTLD — a .com.br alongside a .com, for example — a UDRP complaint at WIPO for the .com can proceed simultaneously, as the UDRP governs the .com registration regardless of what happens in the .br zone. Filing fees at WIPO begin at USD 1,500 for a single-member panel covering one to five domains. The two proceedings are legally independent but the evidence record is almost entirely shared.

The right route — negotiated assignment, SACI-Adm, court, or a gTLD UDRP in parallel — depends on the registrant's position, the commercial importance of the name, and the available evidence of rights. We regularly advise clients who face two or three of these routes simultaneously and need to sequence them in order to protect both the .br and any related gTLD registration.

What happens if the seller defaults after the agreement is signed?

Seller default — most commonly, a failure to initiate or complete the Registro.br transfer after funds are in escrow — is the transaction risk the agreement must address explicitly. The consequences of default, and the buyer's remedies, depend entirely on the agreement's drafting.

A well-drafted .br assignment agreement provides: a specific performance obligation (the seller must initiate the transfer within a defined number of business days after the escrow confirmation); a cure period (the seller has a further defined period to correct a failed transfer attempt); a termination right (if the cure period expires, the buyer may terminate and the escrow agent refunds the purchase price automatically); and a liquidated damages clause for cases where the seller's default is willful or where the buyer has incurred verifiable costs in reliance on the agreement.

Without a specific performance clause, the buyer's remedy under Brazilian contract law is damages — a remedy that requires litigation to quantify and enforce. For most domain transactions, specific performance (the actual transfer of the domain) is more valuable than damages, and the agreement should make it the primary remedy.

If the seller defaults after the Registro.br transfer has been initiated but not completed — a technical failure in the registry's system rather than the seller's willful non-performance — the agreement should provide a protocol for joint escalation to Registro.br, with the seller cooperating in any registry support ticket or identity verification that Registro.br requires.

In our practice, we include a registry-escalation clause as standard in .br assignment agreements, because Registro.br's transfer system occasionally requires manual intervention for transfers involving corporate sellers or certain second-level zone categories. An agreement that is silent on that scenario forces the parties back to negotiation at the worst possible moment.

Related at COGNOMEN

• Domain transactions, due diligence, and escrow across gTLD and ccTLD zones
• Brand protection monitoring to detect infringing registrations before they escalate
• Recovering a domain through a UDRP complaint: the evidence that decides the outcome