The competition was contested by 64 teams, either qualified through their respective state championships (54) or by the CBF Rankings (10).

Clubs that qualify for the 2012 Copa Libertadores (like the current champion, Vasco da Gama) did not take part because of scheduling conflicts.

The competition is a single elimination knockout tournament featuring two-legged ties.

Notes: Teams that play in their home stadium in the first leg are marked with †.

Tied on points 3–3, Coritiba advanced on better goal difference.