We take away the pain. You keep the title. Private placement · US accredited investors

Thirty million properties.
Zero credit.

In Brazil, as many as 30 million homes have no clear title: estates never probated, possession never registered, sales never recorded. No bank will lend against them, and no fintech has cracked the problem. Usucapiador turns that backlog into secured credit that pays investors interest every month.

Market

Up to 30 million untitled properties in Brazil.

Collateral

Secured by the tranche's contracts.

Principal

Repaid when a title is issued, not on a promised date.

00 — Who we are

USUCAPIADOR

USUCAPIADOR S.A.
turns dead capital into a credit asset.

We combine technology, finance and law to turn a large social problem into a secured credit asset, one that benefits the families, the investors and Brazil itself. From the moment capital comes in to the day the title is registered, we manage the financing, the legal work and the investor's return.

Capital

Who funds the upfront cost

Investors fund the US$228 per lot needed to open a case, money a family could not put up on its own. Without that capital, there is no tranche.

Execution

Who runs the operation

Usucapiador S.A. screens the cases and coordinates drone surveys, AI-assisted filings and collections. It earns its share only after the investor has been paid.

Legal partnership

Who handles the case

Independent lawyers, such as Ninja Advogados (OAB/SP 54.702), handle the lawsuit that turns possession into a registered title. That registration is what repays the investor's principal.

Usucapiador S.A. São Paulo, Brazil.

01 — The market gap

Thirty million properties. No bank will lend against them.

A property without clear title sells for less, can't be borrowed against and barely exists in the eyes of the financial system. Economist Hernando de Soto calls this dead capital: a real asset without the legal form that would let its owner put it to use. The same four situations repeat across millions of addresses in Brazil.

Segment 01 / 04

Unprobated estate

The property is still in a deceased owner's name, and probate was never opened.

Segment 02 / 04

Unregistered possession

The family has lived on the property for years, but nothing on paper records their possession.

Segment 03 / 04

Unrecorded sale

The sale took place. It was never recorded at the property registry.

Segment 04 / 04

Debt on the title

The title carries debts that belong to someone other than the current occupant.

According to Brazil's Association of Notaries and Registrars (Anoreg-BR), properties without clear title typically sell at a 35% to 50% discount. The gap between what an untitled property is worth and what it is worth once titled is the spread that pays the investor.

02 — Why no one has solved this

We know usucapião well. It is Brazil's adverse possession law, and it has been on the books for more than 100 years. This market has never been financed at scale for one reason: opening a case the traditional way, with a lawyer and a surveyor hired separately, costs R$10,000 to R$15,000 (US$2,000 to US$3,000). That is more than the families who most need a title can raise, and for an investor it made each case too expensive to originate at scale.

Technology changed the math. Automated credit screening, drone surveys and AI-assisted filings cut the cost of originating a case to a fraction of that. A few years ago this was not possible. Today it makes it feasible to fund cases at scale and still pay investors a monthly return.

03 — Why invest

What makes this asset different.

The rate is only part of it. This is a secured asset, largely uncorrelated with traditional financial markets, that also addresses a real social problem.

01

Monthly income

Interest of 20% a year is paid monthly in US dollars. It does not depend on a ruling, a title or a takeout.

02

Secured

The debenture is secured by the tranche's possession contracts, not just by the company's promise to pay.

03

Uncorrelated

The risks are legal and operational, not market risks. Returns do not track the stock market or Brazilian interest rates, and they are paid in US dollars.

04

Measurable impact

Each lot financed brings a family into the formal property system and adds one more asset to the formal economy. The financial return and the social impact come from the same transaction.

04 — How it works

You fund the first step. The rest is already in place.

Debentures issued by Usucapiador S.A. and secured by the tranche's financing contracts: a thousand families, each paying R$240 a month (about US$48), a small price next to the value and security a clear title brings them.

1

You fund

US$228 per lot covers onboarding, the survey and origination. Without it, the case never gets filed.

2

The case proceeds

Roughly 48 months. There is no guarantor: interest depends on enough lots in the tranche staying current, not on a third party.

3

You get paid every month

About US$3.80 per lot financed each month (20% a year), in US dollars. It comes from cash flow, so it does not wait for a ruling or a title.

4

The title is issued

An institutional fund buys the portion of the credit that matches the investment. That event, not a promised date, repays the principal.

05 — Who gets paid after the investor

Fifteen percent of the property. The investor is paid first.

When the title is issued, the family is refinanced for 15% of the property's value. From that amount, the investor is paid first, the tranche reserve is replenished, and only what remains goes to Usucapiador S.A. That is how our incentives line up with yours. The remainder pays for the legal partners, the technology and the operation that made the title possible.

The investor is always first in line: senior interest every month, and repayment of principal ahead of anything owed to Usucapiador S.A.

06 — Screening

What protects your capital before a contract is signed.

The tranche takes only sound cases. We turn down disputed properties, public land and owners who disappear, because each of those is a legal risk that ends up as an investor loss.

Accepted

  • Estates whose heirs can be located
  • Long, well-established possession
  • Unrecorded sales backed by proof of payment and property tax records
  • Lots that can be precisely surveyed, or clouded titles
  • Families screened for income and their ability to keep up the monthly payment for the life of the case

Turned down up front

  • Public land or recent occupations
  • Serious disputes, threats or organized crime
  • Owners who disappear after signing on
  • Properties where the occupant is absent

07 — The team

Who runs it, who checks it, who protects you.

Each role is held by a different person or firm: management, compliance, legal counsel, the debenture holders' trustee and the tokenization platform.

Fernando Ninja
President

Fernando Ninja

Brazilian attorney with four decades in practice. Law degree from the University of São Paulo, 1985. Founder of Ninja Advogados and Usucapiador S.A.

André Bei
Compliance Director

André Bei

Oversees compliance at Usucapiador S.A.: intake screening rules, use of proceeds and reporting to debenture holders.

Jorge Repiso
Legal counsel

Jorge Repiso

Seasoned attorney and a committed advocate of usucapião, a doctrine already in Brazil's 1916 Civil Code and sometimes the only way to clear title to a property.

advogado.ninja/advogados/jorge-repiso ↗
Ivo Loyola, PhD
Trustee

Ivo Loyola, PhD

Represents the debenture holders in dealings with Usucapiador S.A. He monitors the collateral and the issuer's obligations, and can act for investors if the issuer defaults.

ivoloyola.phd ↗
Luiz Nugnes
Tokenization partner

Luiz Nugnes

Leads the tokenization of the Usucapiador debentures at Token One, a Brazilian credit tokenization platform licensed by the CVM, Brazil's securities regulator, as a crowdfunding platform.

tokenone.com.br ↗
NA
Lead counsel

Ninja Advogados

OAB/SP 54.702. Counsel to Usucapiador S.A. and to the usucapião cases it finances. Each family is free to choose its own lawyer, under a separate engagement.

advogado.ninja ↗

08 — Questions about the business

What investors ask before committing.

These questions cover the business model. The full numbers are in section 10.

The company

Usucapiador S.A.

A Brazilian corporation (S.A.), CNPJ 37.229.228/0001-68, based in São Paulo. It funds the upfront cost, issues the debentures and receives its share of the 15% only after the investor has been paid and the title has been issued.

What you finance

The upfront cost

The capital that gets the title lawsuit filed, money the family has no way to put up on its own. Usucapiador S.A. is not a law firm and does not solicit legal clients.

Are you part of Ninja Advogados? +
No. Usucapiador S.A. is an independent company. Ninja Advogados (OAB/SP 54.702) advises Usucapiador and the cases it finances, and is the firm most familiar with the process. Each family chooses its lawyer directly, under a separate contract, and Usucapiador gains nothing from that choice.
What happens if a family drops out partway through the case? +
Everything Usucapiador S.A. has spent, plus any amounts owed up to that point, becomes due, secured by the family's possession and the rights assigned in the agreement. The lot stops drawing on the tranche's cash flow within 90 days. That is why the model's floors are based on lots that are current, not on every family finishing the case.
How long until the title is issued and principal is repaid? +
In greater São Paulo, a court-filed usucapião case typically takes 3 to 5 years. Interest is paid monthly the whole time; principal is repaid when the title is issued. The legal steps are laid out in the primer below.
Do I need to understand real estate law to invest? +
No. Our team and Ninja Advogados screen every case before it enters the tranche. The primer below is for readers who want to understand the legal mechanics behind the asset. It is not required reading.

09 — Legal primer

The legal risk behind the asset, explained.

Principal is repaid only when a case concludes, so understanding usucapião helps an investor judge the asset's real execution risk. What follows is general information, not legal advice.

What is usucapião? +
It is a court's recognition that someone who has held a property peacefully, without challenge and without interruption, as if they owned it, for the period the law requires, has become its owner. The ruling allows a new title to be registered at the property registry, the event that repays the investor's principal.
Can a lot with no title still be acquired through usucapião? +
Yes. A missing title is the classic usucapião case, because ownership is acquired originally rather than transferred from a prior owner. Once the ruling is final, the registry opens a new title in the occupant's name, which triggers the takeout.
Which type applies to a 200 m² (about 2,150 sq ft) urban lot? +
If the property is urban, no larger than 250 m² (about 2,700 sq ft), used as the family's home and held for at least 5 years, and the family owns no other urban or rural property, it qualifies for special urban usucapião. If any requirement is missing, the case falls under extraordinary usucapião instead: 10 years with residence or improvements, or 15 years otherwise.
Does usucapião apply to public land? +
No. Public property cannot be acquired through usucapião. That's why the tranche's screening rules out public land from the start, before any capital is committed.
Why go to court instead of the registry? +
The out-of-court route at the registry requires complete documents and, as a rule, the consent or silence of every interested party. When documents are missing, neighbors or record owners cannot be found, or someone may object, which describes the cases this tranche finances, the proper route is a lawsuit.
Does a low-income family have to pay for the case? +
Families can ask for a fee waiver when they file. It covers court costs, service of process, public notices, court-ordered surveys and the registry fees for recording the ruling. It does not cover the US$228 origination cost, which is what the tranche finances, or debts such as unpaid property tax.
How long does the case take? +
In greater São Paulo, 3 to 5 years is typical. With no objections and smooth service of process, it can take 18 to 30 months. A challenge or an appeal can stretch it to 5 to 8 years. The tranche's floors are built to hold over that range, not over a fixed term.
What are the steps? +
  1. Gather documents and proof of possession.
  2. File the lawsuit with a request for a fee waiver.
  3. Serve the neighboring owners, any prior record owner and the federal, state and municipal governments, and notify the Public Prosecutor's Office. Anyone who cannot be found is served by public notice.
  4. Wait for responses or a default.
  5. Present evidence: witnesses and, almost always, a court-appointed survey of the property.
  6. Obtain a ruling declaring ownership.
  7. Address any appeal.
  8. Record the court order and open the title, which triggers the takeout.
What else causes delays? +
Serving people who cannot be found (by public notice), a challenge from a neighbor or the owner of record, a slow court survey, and appeals by government attorneys. Screening exists to filter out these risks before a lot enters the tranche.
What documents does a family need for the first screening? +
Photo ID; water, electricity or property tax bills; photos of the property and of the family living there; a sketch showing the street, number and neighbors; any receipt or possession transfer agreement; the names of at least three witnesses; and a certificate from the local registry showing that no title exists.
Are a survey plan and legal description required to file? +
Brazil's Code of Civil Procedure does not require a survey plan at filing. Without a title, though, the property must be precisely described before it can be registered, so the tranche budgets a drone survey during the case as part of the origination cost.
Is transfer tax owed on usucapião? +
As a rule, no, because the acquisition is original rather than a transfer. Back property taxes do not go away with the ruling: the city can still collect them, and that liability stays with the family, not the tranche.
Does the ruling alone repay the investment? +
No. The court order has to be recorded at the local property registry to open the title. That recording, not the ruling, is the takeout event that lets the fund buy the credit and repay the investor's principal.
What can cause a case to fail? +
Public land, a protected environmental area or a right-of-way; interrupted or contested possession; another property owned by the person claiming special urban usucapião; a ruling without a description of the lot precise enough to register. Screening is designed to catch each of these before a lot enters the tranche.
Where does this leave an investor evaluating the asset? +
With a clear picture. The legal mechanism is more than 100 years old and well tested in Brazilian courts. The remaining risk is whether a given case is decided favorably, and that risk is screened before capital is committed, not discovered afterward. The full numbers, including the floors under the worst case tested, are in the next section.

This primer is general information about court-filed usucapião, published by Usucapiador S.A. for investors evaluating the asset. It does not replace legal advice, a power of attorney or a legal opinion. Each family's legal representation comes from its own contract, usually with Ninja Advogados, OAB/SP 54.702.

10 — The tranche debenture

20% a year in dollars. Paid every month.

The full stress test of the 1,000-lot tranche: what pays the monthly interest, what repays the principal, and the limits the model does not yet address.

Debentures issued by Usucapiador S.A., denominated in US dollars and secured by the financing contracts of a 1,000-lot tranche. Interest of 20% a year, paid monthly in US dollars, ahead of every operating cost. Principal is repaid through a separate event: when the title is issued and an institutional fund buys the portion of the credit that matches the investment. There is no guarantor. Protection comes from contractual priority, the tranche reserve, an independent trustee and the subordination of legal counsel's fee.

All figures in US dollars The debentures are denominated and paid in US dollars. The underlying contracts are in Brazilian reais, converted here at R$5 to the dollar. The issuer, not the investor, bears the currency risk; its effect on the floors is shown under “What this stress test doesn't yet include.”

Executive summary

Each lot needs US$228 to open its usucapião case. When the case ends and the title is issued, a fund refinances the family for 15% of the property's value, a fixed percentage with no discount. At an estimated average of US$40,000 per titled property, that is US$6,000 per lot.

Investment per lotUS$228
Interest to the investor20% a year, paid monthly
Tranche size (1,000 lots)US$228,000
Interest paid over 48 monthsUS$182,400
Takeout value per successful lotUS$6,000
Return to Usucapiador S.A. and partners (100% success)≈ US$5.7 million
Property value brought into the formal economy (100% success)≈ US$40 million

Of each US$6,000 takeout, US$228 repays the investor's principal, US$80 replenishes the tranche reserve, and the remaining US$5,692 or so goes to Usucapiador S.A. and its partners. The US$40,000 average is an assumption, not an audited market figure. Full success is the ceiling, not the expectation.

Two accounts, not one: interest and principal

Interest is cash flow, paid monthly out of what the families pay. Principal is a stock, repaid once, at takeout. Each has its own floor.

Where each US$48 monthly payment goes

1stInvestor interest (senior; does not wait for a ruling)US$3.80
2ndOperating floor (platform US$7.60 + legal US$12.00)US$19.60
3rdTranche reserveUS$3.80
4thNinja Advogados, subordinated: the first cut under stressUS$20.80

Each family pays R$240 a month, about US$48. Only paying lots feed this waterfall; a lot that stops paying is removed within 90 days.

The interest floor: 134 lots current

The tranche owes US$3,800 a month in interest (20% a year on US$228,000). Each current lot pays US$48 and uses US$19.60 of the operating floor.

The math N × 48 ≥ 3,800 + N × 19.60 → N × 28.40 ≥ 3,800 → N ≥ 133.8 → 134 lots, 13.4% of the tranche
Lots currentCash (N × 48)Interest + operating floorResult
100US$4,800US$5,760Short by US$960
120US$5,760US$6,152Short by US$392
134US$6,432US$6,426Covered, US$6 to spare
200US$9,600US$7,720Covered; the reserve grows

Below 134 lots, interest is still paid first. What runs short is the operating budget, and the reserve is there to push that breaking point back. Put another way, the tranche keeps paying the full 20% with up to 86.6% of families delinquent.

The principal floor: 38 titles

Average estimated value of a titled propertyUS$40,000
Takeout per lot (15% of the property, fixed)US$6,000
Titles needed to repay the full US$228,00038
Minimum success rate for principal3.8%

The fund's refinancing is the model's central assumption and is not yet under contract. Brazilian real estate credit funds routinely buy receivables backed by a registered title and a fiduciary lien (Law 9,514/97), but until a contract is signed, repayment of principal depends on the market, not on a clause already in place.

Three ranges to understand

RangePrincipalInterest
Below 3.8% successTakeouts do not repay principalMoot; the structure has already failed
3.8% success to 13.4% currentPrincipal repaid or nearly soDepends on the reserve or on cutting operating costs
Above 13.4% currentPrincipal comfortably coveredInterest and operations are covered every month without help

What this stress test doesn't yet include

LimitationWhat it means in practice
CurrencyFamilies pay in reais; the debenture pays in dollars. The floors use R$5 to the dollar. If the real weakens to R$6, the interest floor rises from 134 to 161 current lots (16.1%).
Shared tranche cashWithout a segregated vehicle, the floor assumes one lot's payment can cover another lot's interest.
Fund refinancing not yet contractedThe 15% takeout is fixed by design, but the fund is not yet a signed partner.
Average property value is an estimateUS$40,000 is a hypothetical average. Each lot's takeout depends on that property's appraisal.
TimelineCases in greater São Paulo take 3 to 5 years on average. The floors have to hold for as long as the cases run.
86.6%

The maximum delinquency the tranche can absorb while still paying full interest and covering the operating floor. The binding constraint is always interest, never principal.

How to invest

InstrumentUsucapiador S.A. debenture, tokenized through Token One
Currency and interestUS dollars, 20% a year, paid monthly
OfferingPrivate placement to a small number of US accredited investors, by invitation
CollateralSecurity interest in the tranche's contracts
GuarantorNone
TrusteeIvo Loyola, representing the debenture holders

Frequently asked questions

Do I get paid every month? +
Yes. Interest of 20% a year is paid monthly in US dollars, about US$3.80 per lot financed, whether or not a ruling, title or takeout has occurred. Principal is repaid once, when the title is issued.
Who bears the currency risk? +
The issuer. The debenture pays in dollars regardless of the exchange rate. A weaker real raises the number of current lots needed to cover interest, which is why the floor is shown at both R$5 and R$6 to the dollar.
What if a usucapião case is lost? +
That is the residual legal risk, which screening reduces. A lot that loses its case is removed within 90 days. Because each takeout is 15% of the property's value, a 3.8% success rate is enough to repay the full principal.
Is the institutional takeout already under contract? +
Not yet with a specific fund. It is the model's central assumption, not a guaranteed source of cash today.
Can I transfer my position? +
The debentures are tokenized through Token One. Transfer conditions follow the issuance instrument and applicable securities rules, including US resale restrictions for privately placed securities.

11 — Property debentures

Large properties. One debenture each.

Commercial, industrial and high-value residential properties, each financed by its own debenture and paid in full when the title is issued, with interest and a share of the property's value.

One debenture per property. Properties worth more than US$200,000 each get their own debenture. You advance the cost of clearing that property's title: survey plan, public notices, court costs, court survey, registration and the monthly fee for the platform and the lawyers. The owner pays nothing while the case is pending. When the title is issued, you receive what you advanced, 20% annual interest in US dollars and 7.5% of the property's market value. There are no monthly payments: everything is paid at the title, in exchange for a much larger upside.

Protection first

Secured by the property. At signing, the owner grants a fiduciary lien (alienação fiduciária) subject to a condition precedent: it takes effect once the title is opened. If the owner does not pay, title passes to the creditor at the registry under Law 9,514, without a lawsuit.
The operation takes the first loss. The owner's total cost is capped at 35% of market value, measured at signing. If the cap applies, the reduction comes first out of the operation's half of the success fee.
Where the money comes from. Once the title is open, the owner pays from their own funds, with a bank loan against the newly titled property, or from a sale, with your claim paid at closing. If none of that happens within the contract term, the power of sale takes effect.
If no title is issued. If the owner withdraws, disappears or causes a dispute, everything disbursed becomes due with interest, secured by an assignment of the owner's possessory rights. No success fee is owed in these cases.

The return: IRR at 36, 48 and 60 months

Market valueYou advance (48 months)You receive (48 months)IRR 36 monthsIRR 48 monthsIRR 60 monthsOwner's total cost (48 months)
US$300kUS$26kUS$64k44.5%33.0%26.7%28.9%
US$600kUS$45kUS$115k51.2%36.8%29.2%26.7%
US$1 millionUS$71kUS$182k55.1%39.0%30.5%25.7%
US$2 millionUS$88kUS$285k70.1%48.2%36.8%21.8%
US$4 millionUS$98kUS$452k93.1%62.5%46.8%18.8%
US$10 millionUS$108kUS$920k139.2%90.3%66.2%16.7%
US$20 millionUS$118kUS$1.69 million183.3%116.2%84.0%15.9%

Annual IRR in US dollars. What you advance includes case costs, estimated at US$12,000 to US$60,000 depending on the property, and a monthly fee of 0.1% of market value, capped at US$1,200. Interest is simple, accruing from the date of each disbursement. The time frames are scenarios, not promises.

Payment order at the title

1stRepayment of your advances: case costs and monthly feesPrincipal
2ndSimple interest on each disbursement20% a year
3rdYour half of the 15% success fee, paid by the owner on top7.5% of the property
Capped fee The platform and the lawyers receive 0.1% of market value per month, capped at US$1,200. You advance the fee for up to 72 months; after that, it continues only if the owner pays it directly. Because the fee is capped while the success fee grows with the property, larger properties mean a higher IRR and a lower cost to the owner.

Above US$2 million: a different kind of case

The most valuable properties tend to be commercial and industrial sites owned by distressed companies, and properties tied up by third-party debts on the title. These cases usually involve more parties and more disputes, so the projection assumes higher case costs: US$40,000 at US$4 million, US$50,000 at US$10 million and US$60,000 at US$20 million.

What we don't take

Public land or serious disputesTurned down at screening; if they surface mid-case, new disbursements stop
Separate rolesUsucapiador S.A. provides the financing; the law firm works under its own contract with the owner

12 — Contact

Talk to us directly.

For now, reach us by WhatsApp or email. We reply within two business days.

01Private placement to US accredited investors, by invitation.
02This material is not investment advice.