Foreign Partners under Brazilian Corporate Law: What Every Investor Needs to Know

The admission of foreign investors as partners in Brazilian companies has garnered increasing interest, driven by the country’s desire to attract external capital and its recognition as a promising emerging market. Accordingly, Brazilian law establishes requirements that strike a balance between economic openness and the protection of national interests.

Legal Foundations for Foreign Participation

The legal bases for foreign participation in the capital of Brazilian companies are primarily found in the Civil Code (Law No. 10.406/2002), the Corporations Law (Law No. 6.404/1976), Decree-Law No. 1.179/1971 and, fundamentally, the Federal Constitution.

Temporary Investor Visa

For a foreign national to become a partner in a Brazilian company and reside in the country, it is essential to obtain the Temporary Investor Visa (VITEM IX). Normative Resolution No. 13, dated 12 December 2017, of the National Immigration Council (RN CNIG 13/2017), as updated, details the procedures and documentation required for the grant of this visa. In addition to immigration requirements, the investor must comply with general corporate-law prerequisites—such as being over 18 years of age and holding an active registration in the Brazilian Individual Taxpayer Registry (Cadastro de Pessoas Físicas, “CPF”).

Registration of Foreign Capital at the Central Bank (BACEN)

Foreign participation in Brazilian companies also requires compliance with the rules of the Central Bank of Brazil (Banco Central do Brasil, “BACEN”), particularly regarding the registration of foreign capital. Decree-Law No. 1.179/1971 and the BACEN regulations govern the inflow and outflow of foreign currency, ensuring transparency and the monitoring of direct investment operations. This registration is crucial both for the regularisation of the initial capital contribution and for subsequent remittances of profits and dividends abroad.

Sectoral Restrictions

It is important to note that, although Brazil has enhanced its mechanisms for attracting investment, there are constitutional and infraconstitutional limitations in sectors deemed strategic. Activities such as broadcasting (radiodifusão), postal services (correios), nuclear energy and financial services, for example, may require prior authorisations, majority domestic capital participation or, in certain cases, total prohibition of foreign involvement. Furthermore, sector-specific regulations concerning arms and explosives, hazardous chemicals, biotechnology and environmentally harmful or polluting activities impose special restrictions on usage, liability, exportation and oversight, which also apply to foreign investors. Such measures aim to safeguard sovereignty and national interests in sensitive areas.

Concluding Remarks

From a corporate lawyer’s standpoint, structuring a foreign investment in a Brazilian company requires careful navigation of immigration law, central bank regulations, corporate governance norms, and sector-specific restrictions. By complying with VITEM IX requirements, registering foreign capital properly, and adhering to constitutional constraints, international investors position themselves for long-term success. A proactive legal strategy—incorporating thorough due diligence, well-drafted shareholder agreements, and robust compliance programs—can unlock Brazil’s immense potential while mitigating operational and regulatory risks.

If you plan to become a foreign partner in a Brazilian company, engage experienced local counsel early to chart a seamless path toward establishment, growth, and, ultimately, a successful exit.

Disclaimer: This post is for informational purposes only and does not constitute legal or tax advice.