When starting a business in Brazil, foreign investors are subject to a special procedure before Banco Central, the Central Bank of Brazil, which is not required for domestic investors.
Foreign investment is subject to registration before the Central Bank of Brazil, which controls the entrance of any foreign capital into Brazilian borders. The following steps are mandatory:
Signing up to Sisbacen – Sistema de Informações do Banco Central
Sisbacen is a data system used by the Central Bank of Brazil to obtain relevant data and provide it to concerned governmental entities. Access to Sisbacen is granted strictly to residents in Brazil. Therefore, non-residents need a resident of Brazil as their representative.
Registration can be done online here.
The login details from Sisbacen are needed for submission of the CDNR (see below).
Cadastro Declaratório de Não Residente – CDNR
After signing up to Sisbacen, the next step will be to register the foreign investor. CDNR is a mandatory registration for non-resident foreigners interested in investing in Brazil.
Registration can be done online here.
Registro Declaratório Eletrônico – RDE
Once the investor is registered, it is time to register the investment itself. This can be done through the so-called “RDE – Registro Declaratório Eletrônico”, the Central Bank’s online registration tool to control all foreign capital that goes into the country. There is a specific category of registration for Foreign Direct Investment under the name “RDE-IED”.
Census of Foreign Capital
It is mandatory for certain enterprises to participate in surveys for the Census of Foreign Capital in Brazil. Currently, there is an annual census, which covers:
- Companies with any direct participation of non-residents in their capital and whose shareholder’s equity is equal or greater than US$ 100 million.
- Investment funds with nonresident shareholders and shareholders’ equity equal or greater than US$ 100 million.
- Companies with a total debt balance of short-term trade credits (payable up to 360 days) with nonresidents equal to or greater than US$ 10 million.
In addition, there is also a five-year census which covers:
- All companies with any direct participation of non-residents in their capital
- Investment funds with non-resident shareholders
- Companies with a total debt balance of short-term trade credits with non-residents equal to or greater than US$ 1 million.
The surveys may be accessed online upon registration here.
In addition, further requirements are applicable to all companies in Brazil, regardless of the type of legal entity they constitute or whether they are started by foreign or domestic investors.
Regardless of the nationality of the investor, opening a company in Brazil requires the following preliminary issues to be addressed:
- Registered Address
The company will need a registered address for tax purposes: virtual addresses are not accepted.
- Local Company Adminstrator
There must be a local company administrator: the legal representative of the company in Brazil – who might not necessarily be an owner of the company – must either be a Brazilian citizen or have a permanent Brazilian visa. If the foreign investor has the intention of applying for an investor visa, they must appoint an interim Company Administrator and, as soon as the investor visa is granted, its holder may be appointed as Company Administrator. The Power of Attorney must be notarised in Germany, translated to Portuguese (if applicable) and submitted to Hague Apostille (which confirms the authenticity of the document in all signatory States to the Hague Convention abolishing the Requirement of Legalisation for Foreign Public Documents of 5 October 1961, among which are Germany and Brazil).
- Company Name
The must fulfill the following requirements:
- Correct indication of activities the company will be engaged in;
- The company name must be original and must not conflict with names already taken by any other companies operating in the same business industry in the same region;
- Indication of the type of legal entity (e.g. “S/A”, “Ltda.”);
- No immoral words or expressions may be used.
- Boards of Trade in most states have online tools to check the availability of company names. E.g.:
The availability of the company name will be checked during the verification of feasibility (see “Verification of Feasibility” under item III.2).
- Trading names or nome fantasia, trademarks
Trading names (nome fantasia) are subject to optional registration in the Articles of Incorporation.
The registration of trademark is also optional. Consultation of availability of trademarks can be done online here. The request for registration of trademarks is available here.