• Definition of a representative domiciled in Brazil

It is mandatory to appoint a proxy for the foreign investor, who may also be designated as the administrator, director and/or legal representative of the company being incorporated.

This attorney or legal representative must: be domiciled in Brazil, be a native Brazilian, naturalized or foreigner with a permanent visa in Brazil and fixed residence in the country and be empowered to manage the entity’s assets and rights in the country and represent it before the Revenue. This is because the legal and fiscal responsibility of the business will fall on him.

• Organization of documents issued abroad for use in Brazil

It is necessary to consider whether the foreign investor is from a country that has ratified the Hague Convention or not.

If so, the validation of documents is carried out by means of the “Apostille of The Hague” or “Apostille”, which certifies the public documents between the signatory countries of the convention.

Otherwise, before submission to Brazilian public bodies, and for it to have legal value, the documentation must be consularized in the issuing country, in addition to undergoing a sworn translation. Documents written in a foreign language must be translated into Portuguese by a sworn translator in order to have legal effects in the country.

• CNPJ registration

Legal entities domiciled abroad are required to register with the National Register of Legal Entities (CNPJ) when making investments (corporate holdings in Brazilian legal entities).

In this case, it is necessary to register with the Declaratory Registry of Non-Residents (CDNR), a system that came into effect in 2019, replacing the old Register of Companies (Cademp) of the Central Bank of Brazil (Bacen).

• Preparation of the Articles of Incorporation

In order to prepare the articles of incorporation, the company must have legal support to ensure compliance with Brazilian laws. This document will list a series of information about the company, such as corporate name, corporate purpose, share capital, head office, address, constitution, among others.

• Inflow of investments

It will be necessary to register the operation with the Central Bank. This is done through the Electronic Declaratory Registration – Foreign Direct Investment (RDE-IED). The entry of foreign capital into Brazil must be formally done through the traditional banking system.