Opening a Brazilian Company From Abroad: Apostille, POA and Capital Registration

Opening a Brazilian company from abroad runs on the same registration steps as opening it locally — CNAE, tax regime, Junta Comercial, MAT — plus three pieces of cross-border logistics a resident founder never deals with: apostilling every document signed outside Brazil, appointing a resident attorney-in-fact through that apostilled power of attorney, and, if bringing in capital, registering it with the Central Bank’s SCE-IED. None of these require travel to Brazil, but each has its own sequence and cannot be skipped.

Step 1: Apostille every document signed abroad

Since Brazil joined the Hague Apostille Convention on 14 August 2016, a document signed outside Brazil — including the power of attorney a foreign partner grants — needs an apostille from a competent authority in the country where it was signed before it has any legal effect in Brazil. The apostille itself is issued abroad; nothing about it happens on the Brazilian side.

Step 2: Get a sworn translation, in that order

An apostilled document still needs a sworn translation to be used in Brazil, and the translation can only be done here, by a tradutor público juramentado, after the apostille is already on the document — not before. Reversing the order means redoing the apostille, since the apostille certifies the original signature, not the translation.

Step 3: Appoint the resident attorney-in-fact (procurador)

The power of attorney, once apostilled and translated, is what lets a non-resident founder appoint a procurador — a Brazil-resident representative who receives service of process and signs documents locally on the founder’s behalf. This step is what makes it possible to open a company in Brazil and complete the full registration as a foreigner without the founder ever entering the country.

Step 4: Register foreign capital in the SCE-IED

If the company will receive capital from abroad, that investment must be registered with the Central Bank through the SCE-IED (Sistema de Prestação de Informações de Capital Estrangeiro — Investimento Estrangeiro Direto), the current name for what was known as the RDE-IED until April 2023. Registration is the responsibility of the Brazilian company receiving the funds, and the deadline is 30 days from the date of the event — the capital contribution, not the date the company itself was registered.

Opening a Brazilian company from abroad: the full sequence

1. Apostille the power of attorney in the founder’s country of residence.
2. Get the sworn translation done in Brazil, after the apostille.
3. Appoint the procurador using the translated, apostilled power of attorney.
4. Register the company through the standard CNAE, tax regime and Junta Comercial steps.
5. Register any foreign capital in the SCE-IED within 30 days of the contribution.

Because this sequence mixes a foreign notary, a Brazilian sworn translator and the Central Bank’s own system, it is normally coordinated end to end by an accountant or an online accounting service based in Brazil, who tracks each deadline — the SCE-IED’s 30 days in particular — while the founder remains abroad throughout.

Frequently asked questions

Does the founder need to travel to Brazil to open the company? No. With an apostilled and translated power of attorney appointing a resident procurador, the entire registration, including foreign capital registration, is conducted remotely.

What happens if the SCE-IED registration is missed? The capital is not properly documented as foreign investment with the Central Bank, which can complicate future profit remittance or the eventual sale of the company’s shares back abroad.

Can the sworn translation be done outside Brazil? No. A sworn translation recognized for use in Brazil is done by a tradutor público juramentado registered in Brazil, after the document is already apostilled in its country of origin.

Is the SCE-IED the same as the old RDE-IED? Yes. The Central Bank renamed the RDE-IED to SCE-IED in April 2023; it is the same registration obligation for direct foreign investment in a Brazilian company, under a new name.