Checklist: 12 Essential Steps Before Investing in Brazil

Entering the Brazilian market can be one of the most rewarding business moves for international companies — but only if done right. Brazil is Latin America’s largest economy, a country with over 200 million consumers, and a global powerhouse in agribusiness, energy, and technology. However, navigating its regulatory landscape can also be one of the biggest challenges for foreign investors.

That’s why preparation is everything. From understanding legal frameworks to ensuring tax compliance and operational readiness, success in Brazil depends on strategic planning and reliable local guidance.

To help you avoid common pitfalls and make a smooth landing, Berg&Co Business Consulting — experts in turnkey market entry solutions — has prepared this 12-step checklist for companies planning to start or expand operations in Brazil.

1. Define Your Business Structure

Choosing the right legal structure is your first major decision. Brazil offers various corporate forms, including the LTDA (Limited Liability Company) and S/A (Corporation). Each has unique implications in terms of governance, liability, and taxation.

Tip: Most foreign investors begin with an LTDA, as it’s simpler and faster to register.

2. Appoint a Legal Representative in Brazil

Brazilian law requires that every foreign company designate a local legal representative — a resident who can act on behalf of the shareholders. This person is responsible for signing documents, managing legal obligations, and liaising with authorities.

Berg&Co provides this service, ensuring full legal compliance from day one.

3. Draft the Articles of Association (“Contrato Social”)

This foundational document defines the company’s name, purpose, partners, and capital. It must follow Brazilian corporate law and be registered at the local Commercial Registry (JUCESP, for São Paulo-based companies). Errors in drafting can delay the entire process — an experienced legal team is key.

4. Register the Company Name

Before filing the Articles, it’s crucial to secure the company name in the state’s Commercial Registry. Berg & Co. handles this step to prevent conflicts or rejections due to similar names already registered.

5. Obtain CNPJ and CPF Numbers

The CNPJ (National Register of Legal Entities) identifies your company for tax and legal purposes. If foreign shareholders are individuals, each must also have a CPF (Brazilian tax ID). Without these, the company cannot operate or open a bank account.

6. Set Up a Legal and Fiscal Address

Every company in Brazil must have a legal address registered for tax and regulatory purposes. This doesn’t need to be a physical office — Berg&Co provides a corporate legal address service, meeting all compliance standards while avoiding unnecessary rental costs.

7. Open a Corporate Bank Account

With your CNPJ and registered Articles, you can open a corporate bank account. Brazilian banks have strict compliance (KYC) rules, and documentation must align perfectly. Berg & Co. assists clients through the entire process, ensuring approvals without delays.

8. Register the Capital with the Central Bank (BACEN)

Foreign capital entering Brazil must be declared to BACEN through the RDE-IED system. This registration allows repatriation of profits and protects your investment legally — an essential step often overlooked by newcomers.

9. Obtain Business Permits and State Registration

Depending on your activity, you may need municipal or state business permits, as well as registration with the ICMS tax office for goods and services circulation. Different states have distinct tax structures — a common source of confusion for foreign investors. Berg&Co helps you identify which permits apply to your business.

10. Secure the Digital Certificate (e-CNPJ)

Brazil’s public administration is almost entirely digital. An e-CNPJ certificate is required for electronic signatures, filing tax returns, and issuing invoices. Berg&Co handles the acquisition and activation of this digital ID for its clients.

11. Enable Electronic Invoicing (NF-e / NFS-e / CT-e)

To operate legally, every company must be authorized to issue electronic invoices — whether for products (NF-e), services (NFS-e), or transport (CT-e). The setup can be complex, involving municipal, state, and federal systems, but Berg&Co manages the full process for seamless activation.

12. Understand the Tax and Compliance Landscape

Brazil’s tax system is known for its complexity — federal, state, and municipal taxes overlap and vary widely. Proper planning and expert support can reduce risks and uncover incentives. Berg&Co’s Tax Consulting and Accounting teams ensure full compliance and transparent reporting from the first month of operation.

Conclusion: Build a Solid Foundation with Expert Local Support

Establishing a company in Brazil is not just a bureaucratic process — it’s a strategic move that demands precision, timing, and deep local expertise.By following these 12 steps and partnering with a trusted local consultancy like Berg&Co, international companies can turn a complex challenge into a smooth, successful expansion.

🚀 Ready to take the next step?Contact Berg&Co Business Consulting today to schedule a free consultation and discover how our turnkey solutions can help your company thrive in Brazil — without the bureaucracy.