If you are looking to set up a company (a subsidiary) instead of registering a branch, click here.
By Fabiano Deffenti and Vanessa Ribeiro Borges
Registering the branch of a foreign company in Brazil has become a lot easier since the coming into force of Normative Instruction DREI 77/2020. Before then, a Presidential Decree was required – yes, the President himself or herself had to sign a Decree approving it! Thankfully, under the new provisions, the Ministry of Economy is responsible for assessing applications and approval can be obtained within several days.
The application is done electronically through the portal “gov.br” and it is linked to the tax file number (CPF) of the person acting as the foreign company’s legal representative in Brazil. The form is lodged with the National Department of Company Registrations and Integration together with the following documents:
1. minutes of shareholders’ meeting approving the registration of a branch in Brazil providing:
(a) the address of the branch,
(b) list of activities (objects) that will be undertaken by the branch; and
(c) the company’s share capital converted into Brazilian reals (the objects should either be identical to the ones carried out by the foreign company or a selection of some of these activities – the branch cannot have objects that the foreign company is not allowed to carry out);
2. the foreign company’s memorandum or registration and articles of association/bylaws;
3. a list of the foreign company’s shareholders and members (name, profession, address and the number of shares held, if applicable);
4. minutes of shareholders meeting approving the appointment of the holder of the power of attorney in Brazil;
5. a power of attorney granting powers to accept the conditions under which the authorisation to register the branch is given, without a fixed term and without powers to assign, among other requirements;
6. a declaration signed by the holder of the power of attorney accepting the conditions under which the authorisation to register the branch will be given; and
7. the latest balance sheet of the foreign company.
All of the documents above must be apostilled (or, for countries that are not members of the Apostille Convention, legalisation at the relevant Brazilian consulate or embassy), translation (if not in Portuguese) and registration processes.
Once the authorisation is published in Brazil’s Official Gazette, all documents listed above must be filed with the Commercial Registry where the branch will be located, along with the publication that authorised the branch to be registered and proof that the share capital is already paid up.
The corporate name must be the same as the foreign company’s name but may be accompanied by the expression “do Brasil” or “para o Brasil”.
The foreign company will be required to publish in Brazil the publications that the foreign law requires it to publish (for instance, financial statements, if any). It will also be required to publish the branch’s financial statements in the Official Gazette and a local newspaper.
Relevantly, the activities carried out by the branch must not be restricted to Brazilian citizens (there are very few of those nowadays, such as postal services).
For many corporate groups using a branch office rather than a subsidiary can be very advantageous, especially in light of the swings in value of the Brazilian real and the value of the company’s assets held in Brazil.
Contact me if you would like further information. My firm is ready to assist you.
Branch office Branches Brazil Foreign Direct Investment
Last modified: February 15, 2023