The presence of foreign vessels in Brazil is not limited to operational or regulatory aspects. Whenever they become involved in economic activities or enter into legal business in the country, formal obligations under Brazilian law arise. Among them, two central requirements stand out: registration in the National Register of Legal Entities (CNPJ) and the appointment of a legal representative in Brazil.

Although this is a situation that applies only in specific cases, it follows a clear logic: having an economic presence in the country requires a minimum structure of identification and representation.

The obligation to register with the National Register of Legal Entities (CNPJ) is not restricted to companies incorporated in Brazil. It also applies to entities domiciled abroad that have assets or carry out activities in Brazil. This arises from the events provided for in Annex I of RFB Normative Ruling No. 2,119/2022, which cover situations in which there is ownership of assets or operations in the national territory.

With respect to vessels, this occurs in case of:

• Exploration of commercial activities in Brazilian waters;
• Execution of contracts with companies in Brazil; and
• Use of the vessel in logistics operations or provision of services.

In these cases, the obligation falls on the foreign entity that owns or operates the vessel, which assumes rights and obligations in Brazil.

Legal representation in Brazil is not an ancillary obligation, it is an indispensable requirement for registration of foreign entities in the CNPJ. RFB Normative Ruling No. 2,119/2022 requires foreign entities to appoint a legal representative domiciled in Brazil, with powers to receive service of process and perform acts on their behalf.

In practice, this means that:

• The appointment of the legal representative is a condition for registration in the CNPJ;
• Without this structure, registration is not effective; and
• The vessel’s actions in Brazil become legally unfeasible.

As a matter of fact, appointing a representative is an essential condition for registration before the Federal Revenue Service Office (RFB).

In practice, the CNPJ serves as an operational instrument for vessels operating in Brazil. Once there are no more activities, it is common to cancel the CNPJ, reflecting the end of the legal presence in Brazil.

Although registration in the CNPJ is required to start operations, the most sensitive element is the appointment of the legal representative in Brazil, considering that this is what enables registration with the Federal Revenue Service Office and ensures the continuity of the operation in Brazil. Without this structure, operation is made unfeasible due to administrative obstacles and operational impossibility.

Regularization of a foreign vessel in Brazil is a layered process. While the Federal Revenue Service Office takes care of tax identity (CNPJ), other agencies regulate ownership and commercial operation:

• Brazilian Navy (Port Authority): It is the starting point for registration and enrollment of the vessel, in this case the Temporary Registration Certificate of the foreign-flagged vessel.
• ANTAQ (National Waterway Transport Agency): Once the vessel has a CNPJ and temporary registration with the Navy, ANTAQ issues the authorization of commercial operation.

Registration with ANTAQ is required for shipping companies that transport cargo or passengers, focusing especially on fleet and charter authorizations. Currently, the process is mostly digital, carried out via the Electronic Information System (SEI).

The requirement of legal representation in Brazil applies to several situations in which foreign entities start operations in Brazil, even on a temporary basis. This situation with vessels arises from this logic: there must be a formal connection point with the Brazilian legal system to enable operation in Brazilian territory.

PLBrasil Legal Representation acts as legal representative in Brazil for foreign entities, ensuring regulatory compliance and allowing operations in the country to occur safely and predictably.