Countries › Brazil › Guide › 15. Exiting › Closing the Brazilian branch of a foreign company

Closing the Brazilian branch of a foreign company

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

A branch is the foreign company itself operating in Brazil under a federal authorization, so closing it means asking DREI to cancel the authorization through gov.br (federal fee R$160), filing at the Junta Comercial and closing the CNPJ. Foreign documents need apostille and sworn translation, DREI requirements must be met within 60 days, and 2026 profits remitted on the way out bear 10 percent withholding. Unlike a subsidiary, the foreign company keeps answering in Brazilian courts for what the branch did.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.3346 per US dollar for 27 October 2026 (PTAX had moved from 5.0377 on 23 October to 5.5007 on 26 October). Conversions are for orientation only; the rate on the day of each FX contract will differ.

Key facts

Federal fee to change or cancel a foreign company's authorization (DARF 6621)	160 BRLPortaria JUCESP nº 146/2025 item 5.1; gov.br DREI service, as of 2026-10-27 · in force
Days to meet a DREI requirement before the request is archived	60 daysIN DREI nº 77 art. 9, as of 2026-10-27 · in force
Authority deciding branch authorizations and cancellations	DREI, via gov.br IN DREI nº 77 art. 1 § 1, as of 2026-10-27 · in force
Withholding on profits remitted abroad (2026 profits)	10 %Lei nº 9.249 art. 10 § 4, as of 2026-10-27 · in force

The rule

1. A branch is the foreign company itself. A foreign company cannot operate in Brazil, even through subordinate establishments, without authorization of the federal executive. Once authorized it is subject to Brazilian law and courts for acts and operations carried out in Brazil, must keep a permanent representative in Brazil with powers to resolve any question and receive service of process, and any change to its articles or bylaws needs executive approval to take effect in Brazil. Closing a branch therefore means unwinding an authorization, and Brazilian creditors keep claims against the foreign company.Lei nº 10.406 of 10 January 2002 (Civil Code), Arts. 1.134, 1.137, 1.138 and 1.139, 2002-01-10 official text · verified 2026-10-27

2. Who decides and how. Authorization requests for a branch of a foreign company are examined and decided by the National Department of Business Registration and Integration (DREI), filed through the gov.br portal; changes to the contract or bylaws of the authorized company need federal approval, filed through gov.br with the resolution and the fee payment slip. DREI's foreign company manual lists cancellation among the requests filed through gov.br (installation and operation, change, cancellation or nationalization).
Cost to do it: Federal fee (DARF code 6621) for changes after authorization or cancellation of the authorization: R$160 (about US$30), as listed in Portaria JUCESP nº 146/2025 item 5.1 and on the gov.br service page; the Junta Comercial then charges for the filing according to the legal type.Instrução Normativa DREI nº 77 of 18 March 2020, as amended by IN DREI nº 88 of 23 December 2022 and nº 1 of 24 January 2024; DREI manual Sociedade estrangeira, IN DREI nº 77 arts. 1 §§ 1 and 2 and 5, 2020-03-18 official text · verified 2026-10-27

3. Foreign documents. Documents from abroad must be originals authenticated under the law of the country of origin and legalized by the Brazilian consulate, with a sworn translation by a translator registered with a Junta Comercial; documents from countries party to the Hague Apostille Convention need only the apostille.Instrução Normativa DREI nº 77, Art. 8 §§ 1 to 3, 2020-03-18 official text · verified 2026-10-27

4. Deadlines in the DREI process. If DREI finds a formal defect it issues a requirement to be met within 60 days of notice; missing it archives the request, which can be reopened by meeting the requirement and paying the fee again. The gov.br service page states an average of 3 business days for document analysis and up to 10 business days to receive the authorization.Instrução Normativa DREI nº 77, art. 9; gov.br service page for acts of a branch of a foreign company, Art. 9 §§ 1 and 2, 2020-03-18 official text · verified 2026-10-27

5. Keep publishing until it is over. Under penalty of having its authorization revoked, the foreign company must reproduce in the official gazette the publications its home law requires on its balance sheet, results and management acts, and publish the balance sheet and results of its Brazilian branches.Lei nº 10.406 (Civil Code), art. 1.140; Instrução Normativa DREI nº 77, art. 4, Civil Code art. 1.140; IN DREI nº 77 art. 4, 2002-01-10 official text · verified 2026-10-27

6. Tax registration and profits. The branch's CNPJ is closed through Redesim; closing the head office registration closes all branch registrations. Profits remitted abroad from 1 January 2026 bear withholding income tax at 10 percent, unless they are profits up to 2025 whose distribution was approved by 31 December 2025 and that are paid on the original terms.Instrução Normativa RFB nº 2.119 of 6 December 2022, art. 24 § 2; Lei nº 9.249 of 26 December 1995, art. 10 §§ 4 and 5 added by Lei nº 15.270 of 26 November 2025, IN 2.119 art. 24; Lei nº 9.249 art. 10 §§ 4 and 5, 2025-11-26 official text · verified 2026-10-27 · changed: Lei nº 15.270 of 26 November 2025 introduced 10 percent withholding on profits remitted abroad from 1 January 2026.

Point	Branch of a foreign company	Ltda. or S.A. subsidiary
Legal person in Brazil	No separate entity; the foreign company acts under authorization (Civil Code art. 1.134)	Separate Brazilian company
Who approves the exit	DREI cancels the authorization via gov.br; then Junta Comercial	Partners or shareholders; Junta Comercial
Fee to authorize	R$160 DARF 6621 (about US$30)	None at federal level; JUCESP R$273.55 or R$583.98 per act, distrato exempt
Liability after closing	Foreign company stays liable and subject to Brazilian courts for acts in Brazil (art. 1.137)	Shareholders liable only up to what they received (Civil Code art. 1.110; Lei nº 6.404 art. 218)
Profits out	10 percent withholding on 2026 profits (Lei nº 9.249 art. 10 § 4)	Same

Closing a branch versus closing a subsidiary (rules cited on this page and on the liquidation pages).

Worked example

A foreign company closes its São Paulo branch, which has R$5,000,000 of allocated capital and R$1,000,000 of 2026 profits after paying all creditors. It pays the R$160 DARF (about US$30) and files the cancellation request through gov.br with the foreign resolution, apostilled and translated (IN DREI nº 77 art. 8). Remitting the 2026 profits costs 10 percent withholding, R$100,000 (about US$18,746) (Lei nº 9.249 art. 10 § 4); the allocated capital goes back as a return of capital through an FX contract, captured in SCE-IED. The company then files the cancellation at the Junta Comercial and closes the branch CNPJ.
Because the branch was the foreign company itself, a Brazilian supplier who finds an unpaid invoice a year later can still sue the foreign company in Brazil for acts done there (Civil Code art. 1.137); with a subsidiary, the supplier could only claim from each shareholder up to what it received in the liquidation.

Step by step

1. Settle Brazilian liabilities: employees, suppliers, taxes; the foreign company answers for them in Brazil (Civil Code art. 1.137).
2. Pass a resolution of the foreign company's competent body to close the branch; apostille or legalize it and have it translated by a Brazilian sworn translator (IN DREI nº 77 art. 8).
3. Pay the DARF 6621 fee (R$160) and file the cancellation request with DREI through gov.br; answer any requirement within 60 days (art. 9).
4. Remit profits (10 percent withholding on 2026 profits) and the allocated capital through an FX bank; declare in SCE-IED any movement settled without FX.
5. File the published cancellation and the closing documents at the Junta Comercial of the branch's state; then request CNPJ closure through Redesim and close state and municipal registrations.
6. Keep the permanent representative's powers in place until all registrations are closed: the representative is the one who receives service of process (Civil Code art. 1.138).
Realistic timeline: DREI states an average of 3 business days for analysis and up to 10 business days for the authorization; the rest depends on wind down of operations and legalization of foreign documents.

Common traps

No ring fence. A branch does not limit liability: the foreign company stays exposed to Brazilian claims for acts in Brazil (Civil Code art. 1.137).
Removing the representative too early. Revoking the representative before closure leaves the company without anyone authorized to act and receive service in Brazil (art. 1.138).
Missed publications. Failing to publish the branch's and the head office's financial statements can lead to revocation of the authorization (art. 1.140), a messy end instead of a clean cancellation.
Unapostilled documents. Foreign resolutions without apostille or consular legalization and sworn translation are sent back (IN DREI nº 77 art. 8), and an unmet requirement archives the request after 60 days (art. 9).

Sources

← Closing the CNPJ and filing the final tax returnsWinding down the workforce when exiting Brazil →