On August 31, 2026, Brazil"s Official Gazette published ANTT Resolution No. 6,088, dated August 27, 2026, approving the first regulation under the General Railway Transportation Conditions Framework, known as the Railway Concessions and Authorizations Regulation (ROF 1).
The Resolution will enter into force on October 5, 2026, repealing ANTT Resolutions No. 5,987/2022 and No. 6,058/2024. It consolidates, within a single regulatory instrument, the rules applicable to both railway concessions and railway authorizations under ANTT"s authority.
The measure represents a significant step in the modernization of Brazil"s railway regulatory framework initiated by Law No. 14,273/2021 (the Railway Law) and regulated by Decree No. 11,245/2022. The new framework is expected to increase regulatory predictability and facilitate the structuring of new railway projects.
Below are the main highlights and innovations introduced by ROF 1.
1. Regulatory Consolidation and Scope of Application
ROF 1 promotes an important regulatory consolidation. Until now, authorization requests were governed by ANTT Resolution No. 5,987/2022, while public calls for authorizations were regulated by ANTT Resolution No. 6,058/2024. ROF 1 consolidates these matters and also establishes general rules applicable to railway concessions.
With respect to concessions, the regulation applies to: (i) contracts executed after its entry into force; (ii) contracts amended to incorporate the new rules, subject to the concessionaire"s express consent; and (iii) existing contracts containing a general reference to ANTT regulations, provided they do not contain provisions to the contrary.
Regarding authorizations, the regulation applies to adhesion agreements executed after its entry into force and to existing agreements subsequently amended to comply with the new framework.
2. Operating Models
A railway grant may encompass infrastructure management, transport operations, or both activities. ROF 1 establishes three operating models, applicable to concessions, which are subject to a public-law regime, and authorizations, which operate under a private-law regime. The model applicable to each project will be defined in the respective granting instrument.
In the vertical model, the same entity manages the railway infrastructure and provides transportation services. In practical terms, the company operating the tracks also operates the trains, and third-party operators are not contemplated under the model"s definition.
The open access model separates infrastructure management from transportation services. In this arrangement, the grantee manages the railway infrastructure and must guarantee access to authorized railway operators, which use the infrastructure to provide transportation services.
Under the shared model, the grantee both manages the infrastructure and operates transportation services, similarly to the vertical model. However, the network also allows access by authorized third-party railway operators. As a result, the infrastructure manager may operate its own trains while simultaneously allowing other operators to use the railway.
The key distinction among the three models lies in the degree of separation between infrastructure management and transport services, as well as in the level of access granted to third parties.
The adoption of these models is highly relevant for the structuring of future projects, competition within the sector, and the advancement of railway interoperability, understood as the capability of trains operated by different companies to circulate safely and continuously across distinct railway networks.
3. Public-Law Regime for Railway Concessions
Under the public-law regime, railway operations are granted through a concession agreement. ROF 1 regulates the structure of these agreements, their relationship with ANTT regulations, and multiple aspects relating to contract performance.
Concession Agreements and Risk Allocation
ROF 1 details the mandatory provisions that concession agreements must contain. These include, among others, the scope of the concession, the concession area, contract term and extension conditions, assets linked to the concession, minimum share capital, risk allocation, maximum tariffs, transportation capacity, and investment obligations when a railway or specific section reaches saturation levels.
The regulation also requires concessionaires to maintain general liability and operational risk insurance, while allowing alternative forms of guarantees subject to prior approval by the railway self-regulatory entity.
Economic and Financial Rebalancing
Economic-financial rebalancing is the mechanism designed to restore the original economic conditions agreed upon by the parties when events contemplated by law, contract provisions, or risk matrices materially affect project costs or revenues.
ROF 1 allows various rebalancing mechanisms, including tariff revisions, adjustments to concession fees, direct payments between the concessionaire and the Federal Government, inclusion or removal of contractual obligations, amendments to the contract term, use of funds held in escrow accounts, and modifications to tariffs, subsidies, or public compensation mechanisms. These measures may be combined according to the characteristics of each project.
Application to Existing Contracts
The regulation applies to newly executed concession agreements, contracts amended to incorporate its provisions, and certain existing agreements that generally refer to ANTT regulations.
Where a contract expressly regulates a specific matter, contractual provisions prevail over ANTT regulations. Where the contract is silent or insufficiently detailed, ANTT regulations apply on a supplementary basis. The parties may also choose to fully adopt ANTT regulations through contractual amendments.
Oversight, Information Disclosure, and Regulatory Performance
Concessionaires must immediately report material events affecting concession performance and provide ANTT with information regarding traffic, accidents, maintenance, socio-environmental matters, construction works, investments, operational performance, assets, tariffs, and pricing.
ANTT may require direct and real-time access to concession systems, data, and information. Generally, compliance costs associated with adapting internal systems to regulatory requirements must be borne by the concessionaire. However, extraordinary technological changes may justify economic-financial rebalancing.
ROF 1 also establishes the periodic classification of concessionaires based on regulatory performance indicators and expands public disclosure requirements concerning contracts, construction works, tariff adjustments, reviews, payments, and rebalancing requests.
The regulation guarantees procedural rights, including the right to petition, access administrative proceedings, and hold meetings with ANTT representatives. At the same time, it provides for fines ranging from 0.1% to 0.2% of annual revenue in cases of abuse of petition rights or bad-faith conduct, subject to due administrative process and applicable legal limits.
Passenger Railway Transportation
General public-law requirements also apply, where appropriate, to passenger railway concessions.
For passenger projects, ROF 1 establishes additional requirements related to service levels, operational offerings, performance standards, safety, accessibility, and urban and intermodal integration. The regulation also requires the establishment of triggers and criteria for capacity expansion and investment obligations.
Additionally, passenger railway concessions may generate alternative, ancillary, or complementary revenues through activities such as real estate developments surrounding stations, advertising, commercial exploitation opportunities, and naming rights arrangements.
4. Private-Law Regime for Railway Authorizations
Under the private-law regime, railway operations are carried out through authorizations.
ROF 1 establishes two pathways for obtaining authorization:
- Direct application submitted by an interested party to ANTT; or
- Public call procedure promoted by ANTT.
Direct Applications
The regulation maintains the direct application mechanism for projects involving freight transportation, passenger transportation, or both.
If approved, the authorization will be formalized through an adhesion agreement between the applicant legal entity and the Federal Government, represented by ANTT. These agreements may have terms ranging from 25 to 99 years, with the possibility of successive extensions.
Applicants must submit documentation including a project description, georeferenced route information, an Executive Report of the Technical, Economic and Environmental Feasibility Study (EVTEA), evidence of tax compliance, proof of solvency, and documents demonstrating the applicant"s legal existence.
The EVTEA may be either simplified or comprehensive, depending on the size and complexity of the project.
Public Calls
For non-implemented, idle, deactivated, returned, or soon-to-be-returned railways, ANTT may launch a public call procedure.
The resulting authorization will be formalized through an authorization agreement and must contain, at minimum, provisions covering the project"s scope, duration (25 to 99 years), implementation or rehabilitation schedule, safety parameters, network-sharing rules, reporting obligations, guarantees, penalties, and key milestones related to licensing, construction, and commencement of operations.
A railway section may be considered idle, among other circumstances, if it has not recorded commercial traffic for more than two years or has operated no more than two freight or passenger trains per semester.
Where multiple proposals are submitted, the general rule is selection based on the highest payment offered for the authorization. Passenger transportation projects may adopt combined criteria including user benefits, operational safety, intermodal integration, service levels, tariff affordability, and reduced public funding requirements.
Termination of Authorizations
ROF 1 establishes seven grounds for termination of railway authorizations:
- Expiration of the contractual term.
- Revocation due to loss of operational conditions resulting from negligence, technical incapacity, abandonment, failure to obtain environmental licenses, or failure to commence operations.
- Forfeiture due to serious or repeated contractual violations.
- Regulatory extinction resulting from subsequent legislation that prohibits the activity or renders private operation incompatible with the public interest.
- Voluntary relinquishment by the authorization holder.
- Annulment due to legal defects in the authorization grant.
- Bankruptcy of the authorization holder.
Upon termination, assets and infrastructure developed under the authorization do not revert to the Federal Government. Ownership remains with the authorization holder, which may transfer or dispose of the assets, subject to ANTT approval where railway operations are to continue. No indemnification by the Government is due for improvements or investments made in the infrastructure.
Concessionaires" Right of First Refusal
ROF 1 regulates the right of first refusal provided for in Article 67 of the Railway Law.
When a proposed authorization concerns a railway located within the area of influence of an existing concession, the concessionaire may exercise a right of first refusal and obtain the authorization under the same conditions offered to the original applicant.
The regulation defines influence areas according to the distance to the nearest destination port:
- Up to 300 km: 100 km radius;
- Between 300 km and 600 km: 200 km radius;
- More than 600 km: 450 km radius.
This right applies only to railway projects submitted or offered until February 6, 2027.
A concessionaire exercising the right of first refusal must establish a Special Purpose Vehicle (SPV) dedicated exclusively to operating the authorized project.
5. Railway Self-Regulation
ROF 1 also establishes a framework for railway self-regulation.
Railway operators may create private, non-profit associations responsible for addressing technical and operational matters affecting their members. Such entities may issue voluntary standards, mediate non-commercial disputes, coordinate operational control of railway networks, and approve maintenance, risk-management, and operational guarantee programs.
These entities will remain subject to ANTT oversight. The Agency may invalidate standards inconsistent with applicable legislation, participate in rulemaking processes, and continue to adjudicate disputes not resolved through self-regulation.
Practical Implications
ROF 1 requires immediate attention from concessionaires, authorization holders, investors, operators, and railway users.
Recommended actions include reviewing existing contracts to assess the applicability of the new framework, evaluating ongoing and future authorization requests under the new requirements, monitoring potential public call procedures, and assessing the impacts of the right of first refusal before February 6, 2027.
Our Administrative Law and Government Projects team is available to assist clients in reviewing concession and authorization agreements, structuring applications and feasibility studies, monitoring public calls, exercising rights of first refusal, pursuing economic-financial rebalancing claims, and adapting governance, reporting, and regulatory compliance processes to the new framework.
