Every foreign company wishing to operate in Brazil must comply with specific formalities for registration to be approved by the Brazilian Federal Revenue Office (RFB). These requirements are primarily set forth in Normative Instruction RFB No. 2,119/2022, which governs the National Corporate Taxpayer’s Register (CNPJ), and in Law No. 6,015/1973, which addresses public records.

The purpose of these formalities is to ensure legal certainty, enable government control, and protect the business environment. Incomplete documents or documents lacking the legal requirements may result in the rejection of the CNPJ and delay the start of the company’s activities in the country.

The Federal Revenue Office requires a set of documents that varies according to the entity’s legal nature. For foreign companies wishing to operate in Brazil, the following are normally required:

• Constitutive documents proving their legal existence in the country of origin;
• Sworn translation of all documents into Portuguese;
• Apostille or consular authentication, in accordance with the Hague Convention; and
• Registration with the registry of Deeds and Documents, for validity within the national territory.

In addition, the appointment of a representative residing in Brazil is mandatory, through a power of attorney granting authority to receive summonses, represent the company before the Federal Revenue Service, and manage assets and rights.

Among all documents, the power of attorney is one of the ones that requires most attention. Although it may seem simple, it is in this document that the powers legitimizing the foreign company’s operations in Brazil are concentrated.

If the mandatory powers are not clearly described, the process cannot proceed. And it is not only the content that matters: the formatting of the document can make a difference in allowing the examiner to immediately identify compliance with the requirements. For this reason, generic templates found on the internet or used in other situations often fail, leading to the rejection of the registration.

In addition, the power of attorney must comply with the same formalities as other foreign documents: sworn translation, apostille, and registration with the Registry of Deeds and Documents. Without these requirements, even if well drafted, it will not have legal validity in Brazil.

The regularization of a foreign company in Brazil requires documents prepared with precision. Translation and apostille alone are not enough: every detail must comply with Brazilian law and with the Federal Revenue Office’s review criteria.

At PLBrasil Paralegal, we monitor these requirements on a daily basis and know that small details can jeopardize an entire investment project. For this reason, we offer the assurance that each step will be conducted in compliance with the law, without the risk of denials or delays.