Starting Business

Brazil is a global top ten biggest economy and one of the most profitable places to run business. However, it is somewhat tricky in terms of regulations and bureaucracy. We have been deeply involved in assisting successful foreigner companies go through the challenges by providing them with the following paralegal portfolio

 

Market Entry

Employer of Record (EOR)

An EOR is a third-party entity that legally employs workers on behalf of a foreign company. This allows businesses to operate in Brazil without establishing a local entity. The EOR handles:

  • Payroll Processing – Ensuring salaries, taxes, and benefits are paid in compliance with Brazilian labor laws.
  • Legal Compliance – Managing employment contracts, labor regulations, and social security contributions.
  • Employee Benefits Administration – Handling health insurance, retirement plans, and paid leave.
  • Work Permits & Visa Support – Assisting foreign employees with residency and work authorization.
  • HR Functions – Managing onboarding, offboarding, and performance-related matters.

 

Professional Employer Organization (PEO)

A PEO provides HR outsourcing services but operates under a co-employment model, meaning the foreign company retains some employer responsibilities while the PEO manages HR functions. Services include:

  • Payroll & Tax Compliance – Handling salary payments, tax deductions, and benefits administration.
  • Employee Management – Supporting hiring, training, and performance evaluations.
  • Labor Law Compliance – Ensuring adherence to Brazilian employment regulations.
  • Risk Management – Assisting with workplace safety and legal protections.
  • HR Support – Providing guidance on employment policies and workforce management.

Key Differences in international approach

Feature EOR PEO
Legal Employer Third-party (EOR) Shared (Co-employment)
Entity Requirement No local entity needed Requires a local entity
Payroll & Benefits Fully managed by EOR Managed but company retains some control
Compliance EOR assumes full legal responsibility Company shares compliance duties
Best for Companies expanding without a local entity Businesses with an established presence needing HR support

 

 

Legal Representation

Legal representation ensures that a foreign company complies with Brazilian regulations and has a designated individual to act on its behalf in legal matters. This service includes:

  • Corporate Legal Compliance – Ensuring adherence to Brazilian corporate laws and regulations.
  • Regulatory Filings & Government Liaison – Handling interactions with government agencies, including tax authorities and regulatory bodies.
  • Judicial Representation – Representing the company in legal disputes, lawsuits, and administrative proceedings.
  • Contract Review & Negotiation – Assisting with drafting, reviewing, and negotiating contracts to protect business interests.
  • Risk Management & Legal Advisory – Providing guidance on legal risks and compliance strategies.

 

Attorney-in-Fact

An Attorney-in-Fact is a legally appointed individual who acts on behalf of a foreign company in Brazil, managing administrative and legal responsibilities. This role includes:

  • Signing Contracts & Agreements – Executing legal documents on behalf of the company.
  • Receiving Legal Notices & Summons – Acting as the official recipient of legal communications.
  • Managing Corporate Filings – Handling registrations, tax filings, and compliance documentation.
  • Representing the Company Before Authorities – Engaging with regulatory agencies, banks, and government institutions.
  • Overseeing Business Transactions – Facilitating financial transactions, acquisitions, and operational decisions.

Key Differences in an international approach

Feature Legal Representation Attorney-in-Fact
Scope Broad legal advisory & compliance Specific administrative & legal actions
Court Representation Yes No
Contract

Negotiation

Yes Limited
Regulatory Filings Yes Yes
Best for Companies needing full legal support Businesses requiring formal representation for administrative matters

 

 

 

Company Formation & Registration

Company Registration

  • Articles of Incorporation & Bylaws – Drafting, amending and registering the company’s foundational documents.
  • Legal Entity Selection – Choosing the appropriate business structure. The most popular in Brazil are Limited Liability Company – LTDA, EIRELI, Corporation – S.A., Consortium, Silent Partnership or Branch Office, etc
  • Tax registration – Obtaining the Corporate Taxpayer ID  in Federal, State or Municipal level according to business purpose
  • Municipal & State Licensing – Securing operational permits based on industry and location.
  • Bank Account Setup – Assisting with corporate banking requirements for financial transactions.

Resident Director Services

  • Local Director Appointment – Ensuring compliance with Brazilian law, which requires a resident director.
  • Legal & Financial Oversight – Managing corporate governance and financial responsibilities.
  • Regulatory Compliance – Ensuring adherence to tax, labor, and corporate laws.

Attorney-in-Fact Representation

  • Power of Attorney Management – Acting on behalf of the company in legal and administrative matters. Especially when the appointed resident director is part of sales or technical team, it is high relevant.
  • Contract Execution & Legal Filings – Signing agreements and submitting official documents.
  • Government & Regulatory Liaison – Representing the company before Brazilian authorities.

Corporate Secretariat Services

  • Board Meeting Coordination – Organizing and documenting corporate meetings.
  • Statutory Filings & Compliance – Ensuring timely submission of corporate reports.
  • Shareholder & Governance Support – Managing shareholder communications and governance requirements.

File Management & Compliance Record-Keeping

  • Annual Reporting & Compliance Filings – Submitting required reports to tax and regulatory authorities.
  • Audit Preparation & Support – Ensuring readiness for financial and regulatory audits.
  • Document Storage & Organization – Maintaining corporate records, contracts, and filings, specially required when the company shuts down its operations

Shutting Down Entities

  • Shareholder Approval – A formal resolution is required to dissolve the company.
  • Liquidation Process – Assets are sold, debts settled, and final tax filings completed.
  • Regulatory Deregistration – The company must be removed from CNPJ, Junta Comercial, Receita Federal, and municipal/state tax authorities.
  • Employee Settlements – Labor obligations must be fulfilled before closure.

Foreign Providers & Their Products

Registering foreigner providers before BRazilian Regulators

  • Legal Representation – Foreign providers must appoint a Brazilian Registration Holder (BRH).
  • Regulatory Agency Approval – Depending on the industry, registration is required with ANVISA, MAPA, ANATEL, ANEEL, ANTAQ, etc.
  • Import Licensing – Certain products require import permits and compliance with Brazilian standards.
  • Technical Documentation – Companies must submit safety studies, efficacy reports, and labeling information.

Registering Controlled Products Before Regulators

  • ANVISA (Health Products) – Pharmaceuticals, cosmetics, and medical devices require approval.
  • MAPA (Agricultural & Veterinary Products) – Food, fertilizers, and veterinary medicines must be registered.
  • INMETRO (Industrial Goods) – Electronics and machinery need certification.
  • ANEEL (Energy Equipment) – Electrical products must meet efficiency standards.
  • ANATEL (Telecom Devices) – Mobile phones, routers, and communication equipment require certification.
  • ANAC oversees the registration of civil aircraft and corresponding parts in Brazil through the Registro Aeronáutico Brasileiro (RAB)
  • Others…

International Bid (public procurement)

The Brazilian Public Procurement market represent around USD 7 billion per year in items related to goods, services, and workers. The Brazilian Public Procurement market is comparable to that of a typical OECD Country. International bidding allows suppliers to access new markets and expand their customer base. Winning contracts in different countries can lead to increased revenue and business growth.

By assisting local clients in Brazilian Public Procurement for more than two decades, our experience entitles us to provide the following services

  • Registration of the supplier and its products with the bidding agency
  • Reading and analysis of the public consultation
  • Reading and analysis of the procurement notice
  • Assessment of compliance of the proposal
  • Representing supplier at the time of the auction

Work Group International

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