Countries › Brazil › Guide › 4. Entities and setup › Branch of a foreign company in Brazil: federal authorization, capital, representative, registration and publications

Branch of a foreign company in Brazil: federal authorization, capital, representative, registration and publications

Last verified: 2026-10-27 · Status: Stable

A foreign company may not operate in Brazil directly, even through a branch, without prior authorization from the federal government, now granted by the Ministry of Development, Industry, Trade and Services through its business registry department (DREI). The application is filed on gov.br with apostilled or legalized and sworn translated documents, allocates a capital in reais to Brazilian operations, and names a permanent representative with full powers; only after the authorization is published may the branch register with the state commercial registry. Every later change to the parent's articles needs federal approval, and the parent must publish its own and the branch's financial statements in Brazil, on pain of losing the authorization, which is why most investors prefer a subsidiary.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.5007 per US dollar for 26 October 2026, the latest rate published when this page was verified. Conversions are for orientation only; the rate on the day of each FX contract will differ.

Key facts

Federal authorization required before a foreign company operates a branch	Yes Lei nº 10.406 art. 1.134, as of 2026-10-27 · in force
Federal DARF fee for changes after authorization or cancellation, São Paulo 2026	160.00 BRLPortaria JUCESP nº 74 of 28 July 2026, Annex I item 5.2, as of 2026-10-27 · in force
Federal DARF fee for nationalization of a foreign company, São Paulo 2026	175.00 BRLPortaria JUCESP nº 74 of 28 July 2026, Annex I item 5.3, as of 2026-10-27 · in force
Deadline to meet a DREI requirement before the file is archived	60 daysInstrução Normativa DREI nº 77 art. 9, as of 2026-10-27 · in force
Branch is a separate legal person	No (the foreign company itself acts; treated as a legal entity for income tax) Lei nº 10.406 arts. 1.134 and 1.137; RIR/2018 art. 159 II, as of 2026-10-27 · in force
Currency in which the capital allocated to the branch is stated	BRL Instrução Normativa DREI nº 77 art. 1 § 3, as of 2026-10-27 · in force

The rule

1. Authorization required: a foreign company, whatever its purpose, may not operate in Brazil, even through subordinate establishments, without authorization from the federal Executive, although it may be a shareholder of a Brazilian S.A. unless a law provides otherwise. The application must be accompanied by proof of incorporation under the home law, the full articles or bylaws, the list of members and managers, the act deciding to operate in Brazil with the capital allocated to it, the act appointing the representative, and the latest balance sheet.Lei nº 10.406 (Civil Code), Art. 1.134 caput and §§ 1 and 2, 2002-01-10 official text · verified 2026-10-27

2. Who decides: the power to authorize foreign companies to operate, approve changes to their articles or bylaws, nationalize them and revoke authorizations is delegated to the Minister of Development, Industry, Trade and Services, who may subdelegate it once to the Director of the national business registry department (DREI). Where the activity involves controlled products under Decreto nº 10.030 of 2019, the Army Command must consent first.Decreto nº 11.497 of 20 April 2023, Art. 1 caput, items I to III and §§ 1 to 3; art. 2, 2023-04-20 official text · verified 2026-10-27 · changed: Decreto nº 11.497 revoked Decreto nº 9.787 of 8 May 2019 and placed the authorization power with the Ministry of Development, Industry, Trade and Services.

3. Application on gov.br: the request is filed through the gov.br portal and examined by DREI, with (i) the act deciding to open the branch, (ii) the full articles or bylaws, (iii) the list of members and of all managers with names, professions, domiciles and holdings, unless the home law makes this impossible, (iv) proof of incorporation under the home law, (v) the act appointing the Brazilian representative with a power of attorney giving full powers, including to accept the authorization conditions and receive service of process, (vi) the representative's acceptance of those conditions, (vii) the latest balance sheet and (viii) proof of payment of the fee. The opening act must state the activities and the capital, in reais, allocated to operations in Brazil, which the authorization ordinance will fix.
Cost to do it: Federal fee (DARF) to register the authorized branch in São Paulo: R$240.00 (about US$43.63), JUCESP 2026 table item 5.1, plus the state fee of the corresponding legal type.Instrução Normativa DREI nº 77 of 18 March 2020, as amended by Instrução Normativa DREI nº 88 of 23 December 2022 and nº 1 of 24 January 2024, Art. 1 §§ 1 to 5, 2024-01-24 official text · verified 2026-10-27

4. Foreign documents: documents from abroad are filed in original, authenticated under the home law and legalized by the Brazilian consulate, together with translations by a public sworn translator registered with any commercial registry. Consular legalization is replaced by an apostille for public documents from countries party to the Hague Apostille Convention, promulgated in Brazil by Decreto nº 8.660 of 29 January 2016.
Cost to do it: Apostille and sworn translation fees are charged in the home country and by Brazilian sworn translators under state fee tables; budget them per document.Instrução Normativa DREI nº 77 of 18 March 2020, Art. 8 caput and §§ 1 to 3, 2020-03-18 official text · verified 2026-10-27

5. Conditions, registry and start of business: the government may impose conditions to protect national interests, and the authorization act states the capital allocated to Brazil. The branch may not start business until registered with the commercial registry of the state where it will operate. For that filing it presents the official gazette page publishing the authorization ordinance, the authorized documents, proof of the cash deposit of the capital allocated to Brazil, and the address of the establishment; the state where the branch sits is treated as its seat.
Example: A parent allocates R$1,000,000 to its Brazilian branch: the ordinance fixes that amount, and proof of the cash deposit is filed with the state registry before trading starts. / R$1,000,000 is about US$181,795.Lei nº 10.406 (Civil Code); Instrução Normativa DREI nº 77 of 18 March 2020, art. 3 item II as worded by Instrução Normativa DREI nº 1 of 24 January 2024, Civil Code arts. 1.135 and 1.136; IN DREI nº 77 art. 3, 2024-01-24 official text · verified 2026-10-27

6. Status in Brazil: the authorized foreign company is subject to Brazilian law and courts for acts and operations in Brazil, operates under its home country name (optionally adding "do Brasil" or "para o Brasil"), and must keep a permanent representative in Brazil with full powers to settle any matter and receive service of process for the company; the representative may act before third parties only after the appointment is filed and registered.Lei nº 10.406 (Civil Code), Art. 1.137; art. 1.138 and sole paragraph, 2002-01-10 official text · verified 2026-10-27

7. Changes need federal approval: any change to the parent's articles or bylaws needs federal approval to have effect in Brazil, filed through gov.br with the act and the fee, and then registered with the state registry. A change of the branch's address or of its representative, if it is not a change to the articles, needs no approval but must still be registered and notified to DREI.
Cost to do it: Federal fee for changes after the authorization or its cancellation: R$160.00 (about US$29.09), JUCESP 2026 table item 5.2.Lei nº 10.406 (Civil Code); Instrução Normativa DREI nº 77 of 18 March 2020, Civil Code art. 1.139; IN DREI nº 77 art. 5 §§ 1 to 3, 2020-03-18 official text · verified 2026-10-27

8. Publications: on pain of losing the authorization, the foreign company must reproduce in the official gazettes the publications its home law requires on its balance sheet, results and management acts, and must publish the balance sheet and results of its Brazilian branch; under the DREI rule these go in the federal and state official gazettes and in a widely circulated newspaper where the branch is located.Lei nº 10.406 (Civil Code); Instrução Normativa DREI nº 77 of 18 March 2020, Civil Code art. 1.140 and sole paragraph; IN DREI nº 77 art. 4 §§ 1 to 3, 2020-03-18 official text · verified 2026-10-27

9. Deadlines in the DREI process: if DREI finds a formal defect it issues a requirement that must be met within 60 days of notice; otherwise the file is archived, and reopening it requires meeting the requirement and paying the fee again.Instrução Normativa DREI nº 77 of 18 March 2020, Art. 9 caput and §§ 1 and 2, 2020-03-18 official text · verified 2026-10-27

10. Nationalization: with federal authorization, an authorized foreign company may become Brazilian by moving its seat to Brazil, filing through gov.br the decision, articles or bylaws drawn up under Brazilian law, proof of payment of capital, the representative's acceptance and the fee; the ordinance is then registered with the state registry.
Cost to do it: Federal fee for nationalization: R$175.00 (about US$31.81), JUCESP 2026 table item 5.3.Lei nº 10.406 (Civil Code); Instrução Normativa DREI nº 77 as amended by Instrução Normativa DREI nº 88 of 23 December 2022, Civil Code art. 1.141; IN DREI nº 77 arts. 6 and 7, 2022-12-23 official text · verified 2026-10-27

11. Tax status: for income tax, branches, subsidiaries, agencies and representative offices in Brazil of companies headquartered abroad are treated as legal entities, so the branch files and pays corporate taxes like a Brazilian company. A branch of a foreign company may not opt for Simples Nacional.Decreto nº 9.580 of 22 November 2018 (Income Tax Regulation, RIR/2018); Lei Complementar nº 123 of 14 December 2006, RIR/2018 art. 159, item II; LC nº 123 art. 3 § 4, item II, 2018-11-22 official text · verified 2026-10-27

12. Beneficial owners: a foreign company that must hold a CNPJ in Brazil must report its beneficial owners, the individuals who ultimately own or control it, through the e-BEF form within 30 days of CNPJ registration or of any change, and update it annually by the end of the calendar year; its managers who are not shareholders are listed only as managers unless no individual meets the beneficial owner test.Instrução Normativa RFB nº 2.119 of 6 December 2022, as amended by Instrução Normativa RFB nº 2.290 of 30 October 2025, Art. 53 § 3; art. 55; art. 55-A, 2025-10-30 official text · verified 2026-10-27

Point	Branch of foreign company	Subsidiary
Prior federal approval	Yes, and for every later change to the parent's articles (Civil Code arts. 1.134 and 1.139)	No
Who is liable	The foreign company itself, under Brazilian law and courts for acts in Brazil (art. 1.137)	The subsidiary, with liability limited to quotas or shares
Capital	Allocated in reais in the authorization; cash deposit proven at registration (IN DREI nº 77 arts. 1 and 3)	Ltda.: no legal minimum; S.A.: 10 percent cash deposit
Publications	Parent's statements as required by home law plus the branch balance sheet, on pain of revocation (art. 1.140)	Ltda.: none; S.A.: newspaper or electronic
Federal fees, São Paulo 2026	R$240.00 opening; R$160.00 each change; R$175.00 nationalization	None beyond state registry fees

Branch versus Brazilian subsidiary (Ltda. or S.A.)

Worked example

A Spanish engineering group must sign a public contract in its own name and opens a branch in São Paulo with R$1,000,000 allocated (about US$181,795). It files on gov.br the board resolution, bylaws, list of directors, certificate of good standing and a power of attorney for its Brazilian representative, all apostilled and sworn translated (IN DREI nº 77 arts. 1 and 8).
After the ordinance is published, it deposits the allocated capital, registers with JUCESP paying the R$240.00 federal fee (about US$43.63) plus the state fee for its legal type, and obtains its CNPJ. It then files the e-BEF within 30 days naming the individuals who ultimately control the group (IN RFB nº 2.119 art. 55-A).
When the parent later amends its bylaws to change its corporate purpose, the branch must obtain federal approval and pay R$160.00 (about US$29.09) before the change takes effect in Brazil (Civil Code art. 1.139).

Step by step

1. Confirm a branch is really needed (for example a regulator, a tender or a contract requires the foreign entity itself); otherwise use a subsidiary.
2. Adopt the parent's resolution opening the branch, stating the activities and the capital in reais, and appointing the Brazilian representative with full powers and power to receive service of process.
3. Gather the documents listed in IN DREI nº 77 art. 1 § 2, apostille or legalize them, and have them translated by a Brazilian sworn translator.
4. File on gov.br and pay the fee; answer any DREI requirement within 60 days.
5. After the ordinance is published in the federal gazette, deposit the allocated capital in cash and register with the state commercial registry; obtain the CNPJ and state and municipal registrations.
6. File the e-BEF within 30 days of the CNPJ and bring the capital in through an FX contract with Central Bank reporting (see FX).
7. Each year publish the parent's required statements and the branch balance sheet; seek federal approval before any change to the parent's articles takes effect in Brazil.

Common traps

Starting business on the strength of the ordinance alone. The branch may not operate until registered with the state commercial registry (Civil Code art. 1.136).
Forgetting that every amendment to the parent's articles needs federal approval to take effect in Brazil (art. 1.139), which turns routine group reorganizations into Brazilian filings.
Missing the publication of the parent's and the branch's financial statements, which can lead to revocation of the authorization (art. 1.140).
Letting a DREI requirement lapse: the file is archived after 60 days and the fee must be paid again (IN DREI nº 77 art. 9).
Exposing the whole group: the branch is the foreign company itself, so Brazilian creditors and courts reach the parent directly (art. 1.137).
Assuming light tax treatment: the branch is taxed as a Brazilian legal entity (RIR/2018 art. 159) and cannot use Simples Nacional.

Sources

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