Opening a Foreign Company in Brazil

Due to its bureaucracy, Brazil is recognized as a challenging environment to operate a business. It can sometimes be a big issue even for natives, imagine for those who come from completely different realities.  

Multinationals seeking expansion should be aware of the steps involved in opening a company in Brazil. The process of opening a subsidiary or branch of a foreign company requires careful attention, as incorrect information or procedures can hinder the opening process and generate future problems. Following the steps correctly, with attention to detail, facilitates management both in Brazil and at the headquarters abroad. 

 

Foreign Company Opening Services in Brazil

With a qualified and bilingual team, we support you through the steps involved in validating documentation abroad and take care of the remaining processes here in Brazil, so that the Brazilian branch or subsidiary is established as quickly as possible.  

To operate safely, there are 10 steps that must be followed. These steps may vary depending on two factors: the first is the legal nature of the company (whether it is a Limited Liability Company, a Joint Stock Company, for example) and the type of incorporation, whether it is a subsidiary or a branch. You can consult the most common step-by-step process on this blog dedicated to the topic. 

Main activities

  • Obtaining a CNPJ (National Registry of Legal Entities) and/or CPF (Individual Taxpayer's Registry) for foreign partners;
  • Support for the validation of foreign documents;
  • Feasibility Process (name, address and corporate activity);
  • Filling out the DBE (The DBE is a required document for any company operating in Brazil) for the issuance of a CNPJ for a Brazilian company;
  • Registration with the Commercial Registry ( a public office that keeps minutes and protocols of all companies operating in Brazil) of the company's articles of association (when Ltda), minutes (when S/A) and powers of attorney;
  • Obtaining a CNPJ for a Brazilian subsidiary or branch;
  • Registration of the company with the SEFAZ (state tax agency responsible for collecting taxes in Brazil) and the City Hall to obtain the IE (State Taxpayer Identification Number) and CCM (Municipal Taxpayer Identification Number);
  • Registration of the company with the Central Bank of Brazil (BACEN) and obtaining the secure access and password;
  • Obtaining a business license and other operating certifications;
  • Registration of investments RDE-IED (Electronic Declaratory Register of Foreign Direct Investment) or loans ROF (Remittance of Foreign Currency Abroad) with the BACEN;
  • Radar Registration (Registration and Tracking of Foreign Trade Participants) - Siscomex (Integrated Foreign Trade System).
  • Who can open a company in Brazil?

    Foreign individuals or legal entities can open a company in Brazil, as long as they meet the legal and regulatory requirements. The first and most important of these is to grant powers to a resident of Brazil to act as a attorney, who can be Brazilian or foreign. This attorney will be the legal representative before the government, with full authority to resolve matters of interest to the grantor, ranging from administrative issues to legal disputes involving the foreign partner. 

  • Are there any activities that are prohibited for foreigners in Brazil?

    There are a few activities that cannot be carried out by companies with foreign controllers. It is allowed to establish a Brazilian company with only foreign partners, however it is important to note that the business activity must be restricted to the branches permitted by the legislation, since there are limitations on foreign investment in a few segments. To find out which activities are allowed to operate in Brazil, contact us.

  • Do I need a Brazilian resident as a partner to open a company in Brazil?

    In general, foreign individuals or legal entities investing in Brazil need to have Brazilian residents, whether born in Brazil or naturalized, to act as an attorney with express permissions to represent them and, in their name, receive summonses in lawsuits filed against them. 

    It is also important to inform that individuals who are not residents of Brazil cannot act as directors or administrators of a Brazilian company. Therefore, it is also necessary to have a Brazilian resident, whether born in Brazil or naturalized, to act as the administrator of the company, subsidiary or branch.

  • What is the difference between opening a branch and a subsidiary of a foreign company?

    The choice between opening a branch or a subsidiary depends on the strategic objectives of the foreign company, the desired investment structure, and specific legal and operational considerations.  

    An international company that wants to establish itself in Brazil through a branch must request prior authorization from the Federal Government. Additionally, as it is an extension of the parent company abroad, any changes to the contract or bylaws of the foreign company, especially changes in address abroad, object, name, partners or shareholders, members of the administration, merger, incorporation and spin-off, will depend on approval from the Federal Government. Changes that interfere with the data of the foreign branch of the company, such as an increase or decrease in share capital and changes in the corporate purpose, also require government approval. 

    A subsidiary is considered a separate and independent company from the headquarters, even though it is controlled, or majority owned by it. It is a distinct legal entity from the parent company, with its own name and legal identity. The subsidiary has its own corporate governance structure, including management, and is responsible for its own legal and tax obligations. 

  • How to Open a Branch of a Foreign Company in Brazil?

    Opening a branch of a foreign company in Brazil requires following a series of steps and meeting specific requirements. 

    As with the formation of a subsidiary, all documents originating from abroad must be legalized by the Brazilian consular authority or apostilled. The original documents must be accompanied by their respective translations made by a sworn translator registered with any Brazilian Chamber of Commerce.  

    After that, you must request authorization for installation and operation. Once approved, you can proceed to the next steps.  

    The name of the branch in Brazil must be registered according to the rules established by the Brazilian Trade Registry and the Brazilian Revenue Service. This ensures that the name is not already in use by another registered company. The branch’s capital stock must also be determined. This can be funded by the parent company or from other sources. The minimum capital stock required may vary depending on the type of business activity 

    It is necessary to appoint a legal representative for the branch in Brazil. This representative will be responsible for representing the foreign company before the Brazilian authorities and signing documents on its behalf. 

    Clearly define the activities that the branch will carry out in Brazil, ensuring that the registered corporate purpose complies with Brazilian laws and that all necessary authorizations and licenses are obtained, among other processes. 

  • How to Open a Subsidiary of a Foreign Company?

    To open a subsidiary of a foreign company in Brazil, it is necessary to follow a series of steps and meet specific requirements.  

    As with the formation of a branch, all documents originating from abroad must be legalized by the Brazilian consular authority or apostilled. The original documents must be accompanied by their respective translations made by a sworn translator registered with any Brazilian Chamber of Commerce. 

    The company name in Brazil must be registered according to the rules established by the Board of Trade and the Federal Revenue Service, ensuring that there is no duplication or similarity with the name of other companies already registered. The capital stock of the subsidiary must be determined, which must be fully paid up by the parent company.  

    It is also necessary to appoint the administrator of the Brazilian company in the bylaws, as well as their duties and powers, and to clearly define the activities that the company will carry out in Brazil, ensuring that the registered corporate purpose is in compliance with Brazilian laws and that all necessary authorizations and licenses are obtained, among other procedures. 

  • Is there a minimum share capital required by law for the opening of a foreign company in Brazil?

    The minimum share capital may vary depending on the type of company and the activity to be carried out.  

    However, although there is no minimum share capital specifically required for foreign companies, the amount of share capital should be sufficient to cover the initial and operational expenses of the company in Brazil, as well as to provide a solid financial foundation for its business activities. 

  • Who can open a company in Brazil?

  • Are there any activities that are prohibited for foreigners in Brazil?

  • Do I need a Brazilian resident as a partner to open a company in Brazil?

  • What is the difference between opening a branch and a subsidiary of a foreign company?

  • How to Open a Branch of a Foreign Company in Brazil?

  • How to Open a Subsidiary of a Foreign Company?

  • Is there a minimum share capital required by law for the opening of a foreign company in Brazil?

  • Who can open a company in Brazil?

    Foreign individuals or legal entities can open a company in Brazil, as long as they meet the legal and regulatory requirements. The first and most important of these is to grant powers to a resident of Brazil to act as a attorney, who can be Brazilian or foreign. This attorney will be the legal representative before the government, with full authority to resolve matters of interest to the grantor, ranging from administrative issues to legal disputes involving the foreign partner. 

  • Are there any activities that are prohibited for foreigners in Brazil?

    There are a few activities that cannot be carried out by companies with foreign controllers. It is allowed to establish a Brazilian company with only foreign partners, however it is important to note that the business activity must be restricted to the branches permitted by the legislation, since there are limitations on foreign investment in a few segments. To find out which activities are allowed to operate in Brazil, contact us.

  • Do I need a Brazilian resident as a partner to open a company in Brazil?

    In general, foreign individuals or legal entities investing in Brazil need to have Brazilian residents, whether born in Brazil or naturalized, to act as an attorney with express permissions to represent them and, in their name, receive summonses in lawsuits filed against them. 

    It is also important to inform that individuals who are not residents of Brazil cannot act as directors or administrators of a Brazilian company. Therefore, it is also necessary to have a Brazilian resident, whether born in Brazil or naturalized, to act as the administrator of the company, subsidiary or branch.

  • What is the difference between opening a branch and a subsidiary of a foreign company?

    The choice between opening a branch or a subsidiary depends on the strategic objectives of the foreign company, the desired investment structure, and specific legal and operational considerations.  

    An international company that wants to establish itself in Brazil through a branch must request prior authorization from the Federal Government. Additionally, as it is an extension of the parent company abroad, any changes to the contract or bylaws of the foreign company, especially changes in address abroad, object, name, partners or shareholders, members of the administration, merger, incorporation and spin-off, will depend on approval from the Federal Government. Changes that interfere with the data of the foreign branch of the company, such as an increase or decrease in share capital and changes in the corporate purpose, also require government approval. 

    A subsidiary is considered a separate and independent company from the headquarters, even though it is controlled, or majority owned by it. It is a distinct legal entity from the parent company, with its own name and legal identity. The subsidiary has its own corporate governance structure, including management, and is responsible for its own legal and tax obligations. 

  • How to Open a Branch of a Foreign Company in Brazil?

    Opening a branch of a foreign company in Brazil requires following a series of steps and meeting specific requirements. 

    As with the formation of a subsidiary, all documents originating from abroad must be legalized by the Brazilian consular authority or apostilled. The original documents must be accompanied by their respective translations made by a sworn translator registered with any Brazilian Chamber of Commerce.  

    After that, you must request authorization for installation and operation. Once approved, you can proceed to the next steps.  

    The name of the branch in Brazil must be registered according to the rules established by the Brazilian Trade Registry and the Brazilian Revenue Service. This ensures that the name is not already in use by another registered company. The branch’s capital stock must also be determined. This can be funded by the parent company or from other sources. The minimum capital stock required may vary depending on the type of business activity 

    It is necessary to appoint a legal representative for the branch in Brazil. This representative will be responsible for representing the foreign company before the Brazilian authorities and signing documents on its behalf. 

    Clearly define the activities that the branch will carry out in Brazil, ensuring that the registered corporate purpose complies with Brazilian laws and that all necessary authorizations and licenses are obtained, among other processes. 

  • How to Open a Subsidiary of a Foreign Company?

    To open a subsidiary of a foreign company in Brazil, it is necessary to follow a series of steps and meet specific requirements.  

    As with the formation of a branch, all documents originating from abroad must be legalized by the Brazilian consular authority or apostilled. The original documents must be accompanied by their respective translations made by a sworn translator registered with any Brazilian Chamber of Commerce. 

    The company name in Brazil must be registered according to the rules established by the Board of Trade and the Federal Revenue Service, ensuring that there is no duplication or similarity with the name of other companies already registered. The capital stock of the subsidiary must be determined, which must be fully paid up by the parent company.  

    It is also necessary to appoint the administrator of the Brazilian company in the bylaws, as well as their duties and powers, and to clearly define the activities that the company will carry out in Brazil, ensuring that the registered corporate purpose is in compliance with Brazilian laws and that all necessary authorizations and licenses are obtained, among other procedures. 

  • Is there a minimum share capital required by law for the opening of a foreign company in Brazil?

    The minimum share capital may vary depending on the type of company and the activity to be carried out.  

    However, although there is no minimum share capital specifically required for foreign companies, the amount of share capital should be sufficient to cover the initial and operational expenses of the company in Brazil, as well as to provide a solid financial foundation for its business activities. 

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