Memorandum between the two companies opens the door to cooperation in exploration, production and industrial processes and illustrates why sound legal structuring is critical before intentions turn into investments.
The signing, on June 23, of a Memorandum of Understanding between Petrobras and Petróleos Mexicanos (Pemex) has brought attention to an important issue for companies operating internationally in the oil and gas sector: how to transform an intention to cooperate into an economically viable and legally sound project without prematurely assuming obligations or risks that are incompatible with the preliminary stage of negotiations.
The document, signed in Rio de Janeiro, is valid for two years, with the possibility of renewal, and does not constitute a binding investment commitment or create a partnership, consortium or joint venture between the companies. Any future projects will be subject to feasibility studies, further negotiations, internal approvals and specific legal instruments.
This distinction is important. Memoranda of understanding are frequently used to establish the framework for negotiations before definitive agreements are entered into. In the oil and gas sector, however, the transition from technical cooperation to an actual investment may involve highly complex contractual and regulatory structures.
In the case of Petrobras and Pemex, the two companies intend to assess opportunities in exploration and production, including mature fields, seismic reprocessing, and deepwater and ultra-deepwater projects. The memorandum also covers industrial areas such as refining, petrochemicals, fertilizers, gas processing, energy efficiency, emissions reduction and carbon capture.
Petrobras CEO Magda Chambriard also stated that future opportunities could be evaluated not only in Mexico, but also in Brazil and African countries. However, no investment schedule or amounts have been defined. She emphasized that the financial scale of any potential projects will depend on the studies conducted by the two companies.
It is precisely in this transition from intention to investment that some of the principal legal challenges associated with international exploration and production operations arise.
Projects developed across multiple jurisdictions must reconcile different regulatory frameworks, tax regimes, foreign exchange and international remittance rules, environmental requirements, corporate structures and criteria for allocating responsibilities. When state-controlled companies are involved, their respective governance, integrity, procurement and anti-corruption frameworks also become particularly relevant.
In Mexico, this consideration is especially timely. The country recently underwent a significant reorganization of its energy framework, with the enactment, in 2025, of new legislation governing the hydrocarbons sector and Pemex itself, which is now legally organized as a public company of the Mexican State. Any project arising from the memorandum will therefore need to be structured in accordance with this new regulatory environment.
What Foreign Investors Should Consider in Brazil
For international companies considering entering or expanding their presence in the Brazilian oil and gas market, the Petrobras-Pemex initiative also illustrates several recurring considerations.
Oil and gas exploration and production in Brazil are subject to regulation by the National Agency of Petroleum, Natural Gas and Biofuels (ANP), including technical, financial and legal qualification requirements. Depending on the relevant contract and bidding round, specific local content commitments may also apply.
The structure selected for the venture is equally important. Joint ventures, contractual consortia and special purpose vehicles (SPVs) have different implications in terms of governance, taxation, liability and financing.
In cross-border transactions, tax treatment also requires attention from the earliest stages. Technology transfers, technical services, data sharing, and compensation for assets or know-how between companies located in different countries may have tax implications that should be assessed before binding agreements are executed.
The International Expansion of Brazilian Companies
The same considerations apply to Brazilian companies seeking to develop projects abroad.
In addition to local legislation, it is necessary to assess dispute resolution mechanisms, arbitration, international taxation, investment protection and the environmental rules applicable to each project. In the specific context of relations between Brazil and Mexico, an Agreement on Cooperation and Facilitation of Investments has been in force since 2018 and also forms part of the legal framework governing economic relations between the two countries.
Petrobras’ reference to the possibility of evaluating opportunities in African countries underscores another fundamental point: there is no single “African regime” governing energy investments. Each country has its own legislation, institutions, tax regime and contractual framework, requiring a country-specific assessment before any investment decision is made.
The Petrobras-Pemex memorandum is therefore significant less for what it has already committed the parties to — because, from a legal standpoint, it commits them to relatively little — and more for the possibilities it creates.
If the studies lead to concrete projects, the technical cooperation will need to be translated into agreements capable of defining investment commitments, governance, liability, geological risk, the applicable tax regime, ownership of data and technology, environmental obligations, and dispute resolution mechanisms.
In the oil and gas sector, legal certainty begins well before an investment is actually made. It is during the stage in which the parties are still evaluating opportunities, exchanging information and designing the future operation that many of the decisions capable of determining the success — or the cost — of an international partnership are made.
Por Julia Borges da Mota e Thiago Bandeira
Fonte: Click Petróleo e Gás
Photo: Canva
