A Brazilian buyer receives the goods, keeps them and does not raise a proper objection — but never signs the duplicata issued by the supplier. For a foreign creditor, that missing signature can look like a serious problem: if the buyer never formally accepted the instrument, can it still be used for direct enforcement?
In Brazil, the answer may be yes.
The signature is important, but it is not always decisive. Brazilian duplicata law expressly provides a route for enforcing a duplicata that was not formally accepted by the buyer. What matters is whether the creditor can satisfy the statutory conditions that replace formal acceptance with evidence of the underlying commercial transaction. Article 15 of Law No. 5,474/1968 establishes that framework.
This distinction is particularly relevant in cross-border trade. A foreign supplier should not assume that an unsigned duplicata is commercially useless, but it should also not assume that an invoice and an unpaid balance are enough.
The missing signature is not the real legal test
For an accepted duplicata, Article 15 provides a relatively direct enforcement basis. An unaccepted duplicata is different: three conditions must be satisfied cumulatively.
The instrument must have been protested; the creditor must have suitable evidence showing delivery and receipt of the goods; and the buyer must not have proved that it validly refused acceptance within the time, conditions and statutory grounds permitted by law. Since 2022, Article 15 expressly states that delivery and receipt may also be proved electronically.
That is the central legal test.
The practical question is therefore not merely whether the buyer signed the duplicata. It is whether the creditor can reconstruct a legally sufficient chain from the commercial transaction to delivery, non-payment, protest and the absence of a valid refusal.
Brazil’s Central Bank describes the same mechanism in practical terms. Where the buyer neither accepts nor refuses the duplicata, the supplier may prove delivery of the goods or performance of the service and proceed with protest. In that setting, Brazilian law recognises what is commonly described as tacit or presumed acceptance.
A buyer cannot refuse acceptance for just any reason
Formal acceptance is not optional simply because the buyer prefers not to sign.
For a duplicata that is not payable at sight, Article 7 of Law No. 5,474/1968 provides that the buyer should return it within ten days of presentation, either signed or accompanied by a written statement explaining why acceptance is refused.
For a commercial sale of goods, Article 8 limits the statutory grounds for refusal to specific situations:
- damage to or non-receipt of the goods, where the relevant risk was not borne by the buyer;
- proven defects or differences in the quality or quantity of the goods; or
- discrepancies in the agreed price or payment terms.
This creates an important evidentiary issue for creditors.
A contemporaneous written complaint alleging that goods were never received or were defective is materially different from a buyer who remained silent after delivery and only challenged the transaction once enforcement began. The creditor should therefore preserve not only delivery documentation, but also the buyer’s communications around receipt, inspection, complaints and payment.
A valid and timely refusal can prevent the creditor from relying on the simplified enforcement route for an unaccepted duplicata. Silence, however, does not automatically produce the same result.
Delivery evidence can decide whether direct enforcement is available
An unsigned duplicata remains a causal instrument: its enforceability depends on the real commercial transaction behind it.
This is why delivery evidence becomes central.
Article 15 requires a suitable document proving both delivery and receipt of the goods. The 2022 amendment is particularly relevant for modern commercial transactions because the statute now expressly allows this fact to be established electronically.
Depending on the transaction and the evidence available, the creditor’s file may therefore include an electronic invoice, delivery receipt, logistics record, electronic proof of receipt, warehouse documentation, correspondence confirming delivery or other evidence capable of connecting the goods with the buyer.
None of those documents should be viewed in isolation.
The objective is to establish a coherent documentary record showing what was sold, the amount charged, where and when the goods were delivered, who received them on behalf of the buyer and whether any timely objection was made.
For a foreign supplier, this makes document retention a recovery issue rather than merely an accounting issue.
Protest is essential when the duplicata was not accepted
For an unaccepted duplicata, proof of delivery alone does not satisfy Article 15.
The duplicata must also be protested.
Law No. 5,474/1968 permits protest for lack of acceptance, return or payment and allows protest by indication where the instrument has not been returned. Brazilian protest legislation also permits electronic submission of indications relating to commercial and service duplicatas.
This mechanism became particularly important as commercial documents moved away from paper.
Law No. 13,775/2018 expressly recognises duplicatas issued in book-entry form through authorised electronic systems and provides mechanisms for electronic records relating to acceptance, ownership, endorsement, guarantees and evidence concerning the underlying transaction.
The practical consequence is that the absence of a traditional paper instrument or handwritten buyer signature does not by itself prevent enforcement. The creditor must instead ensure that the electronic and protest records satisfy the requirements applicable to the particular duplicata.
The Superior Court of Justice has accepted virtual duplicatas for years
Brazil’s Superior Court of Justice has developed a substantial line of authority on this issue.
In REsp 1.024.691/PR, decided by the Third Panel in 2011, the Court held that virtual duplicatas could be protested by indication and that physical production of the original credit instrument was not indispensable where the enforcement file contained the relevant bank collection document, protest instrument and evidence of delivery.
The Second Section later confirmed that approach in EREsp 1.024.691/PR, decided in 2012, recognising the enforceability of a virtual duplicata supported by protest by indication, invoices and the corresponding evidence of delivery.
The importance of those decisions is not that every electronic invoice automatically becomes an enforceable title. Rather, Brazilian courts accepted that the legally required evidentiary package can exist without a traditional physical duplicata.
That principle remains relevant under the modern electronic framework.
A 2026 STJ decision confirms the practical importance of the documents
A recent case illustrates how this works in present-day litigation.
In AREsp 3.143.726/GO, decided by the Third Panel of the Superior Court of Justice in September 2026, the enforcement was based on virtual commercial duplicatas, protest by indication, electronic invoices and proof that the goods had been delivered.
The STJ reaffirmed that an unaccepted duplicata, when duly protested and supported by suitable evidence of delivery and receipt, can constitute an extrajudicial enforceable title. The Court also emphasised that the invoices and delivery documents did not themselves create a new category of enforcement title; they were the supporting documents required by the special legislation governing duplicatas.
That distinction matters.
A creditor cannot simply take an unpaid electronic invoice to court and treat it as equivalent to an accepted duplicata. The enforceability arises from the duplicata regime and the combination of documents required by that regime.
Another 2026 STJ case demonstrates how factual disputes about receipt can arise. In AgInt no AREsp 3.104.468/CE, the debtor challenged the delivery evidence, including the identification of the person who had signed the receipt. The lower court considered the delivery sufficiently established at the buyer’s address, and the STJ declined to reopen that factual assessment on special appeal because doing so would require re-examination of evidence.
That decision should not be read as meaning that any illegible signature will always be sufficient. Its practical lesson is narrower: the quality, context and credibility of the delivery evidence can become decisive once the buyer contests receipt.
If the Article 15 requirements are missing, the debt does not necessarily disappear
Failure to qualify for direct enforcement does not automatically extinguish the underlying commercial claim.
Article 16 of Law No. 5,474/1968 provides for ordinary proceedings where the duplicata or triplicata does not satisfy the requirements for enforcement under Article 15. The same provision is relevant where the creditor needs to challenge the reasons relied upon by the debtor for refusing acceptance.
This is an important strategic distinction.
A defective enforcement package may mean that the creditor loses the faster procedural route associated with an extrajudicial enforcement title. It does not necessarily mean that the underlying sales debt is invalid.
The creditor may instead have to prove the transaction through a fuller judicial proceeding, with greater scope for factual and contractual disputes.
The enforcement period against the buyer is three years
Creditors should also distinguish the limitation period for enforcing the duplicata from general limitation periods applicable to other contractual claims.
Article 18 of Law No. 5,474/1968 provides that the claim to enforce the duplicata against the buyer and its guarantors is subject to a three-year period calculated from the maturity date of the instrument. Different one-year periods apply to certain recourse claims involving endorsers and other co-obligors.
For a foreign creditor, this is a reason to classify the documents at an early stage.
Waiting until the dispute has become old before determining whether a duplicata can be enforced may unnecessarily sacrifice a stronger procedural route.
What should a foreign supplier preserve?
The most useful work often occurs before the buyer defaults.
Where Brazilian sales are documented through duplicatas, a foreign creditor or supplier involved in the transaction should ensure that the recoverable file preserves, where applicable:
- the contract, purchase order and agreed commercial terms;
- the invoice and documents linking it to the duplicata;
- reliable evidence of dispatch, delivery and receipt;
- electronic records capable of identifying the transaction and recipient;
- communications concerning defects, shortages, rejection or acceptance;
- proof showing whether any objection was made within the relevant period;
- records connected with presentation and protest; and
- evidence of subsequent acknowledgements, partial payments or settlement discussions.
The purpose is not to accumulate documents indiscriminately. It is to preserve the particular facts that Article 15 makes legally relevant.
A strong file should allow counsel to answer four questions quickly: Was there a real transaction? Were the goods delivered? Was there a legally relevant refusal? Was the duplicata properly protested?
Why the unsigned duplicata matters in Brazilian debt recovery
For an international supplier, a buyer’s failure to sign a Brazilian duplicata can initially appear to remove the creditor’s strongest collection instrument.
Brazilian law takes a more functional approach.
Where the commercial transaction is genuine, delivery can be proved, the buyer has not established a valid statutory refusal and the required protest has been completed, the absence of formal acceptance may not prevent direct enforcement.
The difference between an enforceable duplicata and an ordinary disputed invoice may therefore lie less in the debtor’s signature than in the creditor’s documentary discipline.
Before choosing a recovery route, the creditor should review the duplicata together with the underlying transaction, delivery evidence, protest records, communications with the buyer and the applicable limitation period. The broader procedural options — including amicable recovery, court proceedings and enforcement against debtor assets — are explained in Grandliga’s guide to debt collection in Brazil.
