Mpor ordinance determines the fifteen essential clauses in long-term transport contracts in brazilian cabotage

On November 11, 2025, the Ministry of Ports and Airports (“Mpor”) published Ordinance No. 663/2025 (Ordinance No. 663/25”), which sets forth the essential clauses for long-term transport contracts when intended to authorize the chartering of foreign vessels to operate exclusively in the coastal shipping of cargo in Brazil, pursuant to Law No. 14,301/22 (which created the Coastal Shipping Incentive Program – the “BR do Mar Program”).

The subject matter of Ordinance No. 663/25 was submitted for public consultation in July this year, reopened for further contributions in August, with the goal of defining contractual rules to ensure legal certainty and sustainability for long-term transport agreements involving foreign vessel chartering. The Ordinance, which takes effect on December 1, 2025, is considered a significant step toward achieving the purposes of the BR do Mar Program.

Background

Prior to Ordinance No. 663/25, regulation was based on Law No. 14,301/22, which allowed a Brazilian Shipping Company (“EBN”) qualified under the BR do Mar Program to charter vessels for cabotage navigation under various circumstances, including exclusive service for long-term transport contracts, either from its wholly-owned foreign subsidiary or from another EBN’s wholly-owned foreign subsidiary.

However, Law No. 14,301/22 delegated the drafting of essential contractual clauses to the Ministry of Infrastructure (now the Ministry of Transport). Later, Decree No. 12,555/25, which regulates the BR do Mar Program, referred the definition of these clauses to a subsequent act by the Mpor, reinforcing the regulatory gap that Ordinance No. 663/25 now fills.

The Fifteen Mandatory Essential Clauses

The Ordinance No. 663/25 established the fifteen mandatory essential clauses that must be included in long-term transport contracts, which require execution in the form of a bilateral agreement, without prejudice to the inclusion of other clauses relevant to the relationship between the parties.

– Identification of contracting parties (EBN and shipper), contract purpose, risk allocation, and responsibilities;

– Description of chartered vessels, technical specifications, certifications, registration details, and the International Maritime Organization (“IMO”) hull registration, as well as the obligation to maintain vessels as sustainable throughout the contract term, with possible substitution subject to prior authorization by the National Waterway Transport Agency (“ANTAQ”) if operation becomes unfeasible by the vessels initially identified in the contract;

– Regarding the cargo, the identification and specification of its characteristics are mandatory, including (i) the description of the product type using the Mercosur Common Nomenclature (NCM); (ii) the estimated volume of cargo to be transported; (iii) the transport periodicity; and (iv) the ports of origin and destination, and the port of transshipment, if applicable.

– In the financial scope, there must be an obligation for the shipper to pay a minimum amount to the carrier, corresponding to the costs of making the transport service and vessels available, regardless of their utilization. The contract must also obligatorily provide for reimbursement to the shipper in case of unjustified failure to provide the service or vessel unavailability by the carrier.

– The contracts covered by Ordinance No. 663/25 shall have a minimum term of five (5) years, with the start date linked to the issuance of the chartering authorization and the end of the transport operation. The contract must include penalties in favor of the shipper or the carrier, in case of early termination caused by the other party, in addition to criteria for value adjustments and review.

– Finally, the contract must include the obligation to communicate to ANTAQ about facts that put the contractual execution at risk regarding security or restrictions, and a jurisdiction clause, as well as a compromise clause for mediation or arbitration. Thus, EBNs requesting the charter must submit a copy of the contract to ANTAQ and periodically prove its compliance.

Below we provide a summary of the fifteen clauses provided by the Article 2 of Ordinance No. 663/2025:

Provision	Clause Content
Art. 2, I	Identification of the Parties – the carrier and the cargo shipper.
Art. 2, II	Contract Purpose – exclusive, continuous, uninterrupted, and regular cargo transport through Brazilian cabotage.
Art. 2, III	Cargo Identification – information describing cargo and transport characteristics.
Art. 2, IV	Description of Vessels – identification of main characteristics and technical specifications.
Art. 2, V	Sustainable Vessel Compliance – obligation to maintain vessels classified as sustainable under applicable law throughout the contract term.
Art. 2, VI	Possibility of Vessel Substitution – provision for replacing vessels with other sustainable ones, subject to ANTAQ authorization.
Art. 2, VII	Payment Obligation – payment due for the availability of vessels and transport service.
Art. 2, VIII	Reimbursement – shipper may be reimbursed if transport service is not provided or vessels are unjustifiably unavailable.
Art. 2, IX	Risk Allocation Matrix and Parties’ Responsibilities
Art. 2, X	Contract Term – must include start and end dates of transport operation, with a minimum term of five (5) years, beginning upon charter authorization issuance and ending upon transport completion.
Art. 2, XI	Contractual Penalty (Carrier) – penalty if the shipper causes early termination, in favor of the carrier.
Art. 2, XII	Contractual Penalty (Shipper) – penalty if the carrier causes early termination, in favor of the shipper.
Art. 2, XIII	Adjustment Criteria – same criteria for price adjustments, revisions, and penalty updates.
Art. 2, XIV	Obligation to Notify ANTAQ – obligation to inform ANTAQ of any fact that may jeopardize the contract.
Art. 2, XV	Jurisdiction Clause / Arbitration – parties may also include mediation as an initial dispute resolution method.

Conclusion

Ordinance No. 663/25 is crucial for the BR do Mar Program, as it fills a regulatory gap by establishing fifteen essential and mandatory clauses for long-term transport contracts authorizing foreign vessel chartering for exclusive cabotage operations in Brazil.

The Energy & Natural Resources Team at CMA remains available to provide further clarification on the matter.