MANUAL ON OPENING OF AFFILIATE IN BRAZIL BY FOREIGN COMPANIES – DEPARTMENT OF BUSINESS REGISTRY AND INTEGRATION (“DEPARTAMENTO DE REGISTRO EMPRESARIAL E INTEGRAÇÃO” -“ DREI”)
On July 1st 2018 a new Manual was published on the website of the Department of Business Registration and Integration (“DREI”) establishing rules and procedures that must be observed by foreign companies in the application for authorization to nationalize a branch or establishment in Brazil.
Ratifying the Department of Business Registry and Integration (“DREI”) is linked to the Ministry of Industry, Foreign Trade and Services (“Ministério da Indústria, Comércio Exterior e Serviços”).
According to the Manual, the procedure for the nationalization or installation of a branch, agency or establishment of a foreign company in Brazil has the following stages:
(i) submission of the request for authorization to the Special Secretary of Micro and
Small Business;
(ii) analysis of the request by the “DREI”, which will be manifested by its approval, or not;
(iii) analysis of legal aspects by the Legal Consultancy, a sectoral body of the Attorney General’s Office (“Advocacia-Geral da União”) at the Ministry of Industry, Foreign Trade and Services (“Ministério da Indústria, Comércio Exterior e Serviços”);
(iv) submission of the case to the Special Secretary of the Micro and Small Business for
decision; and
(v) if the request for authorization is approved, the act is filed with the competent Commercial Board (“Junta Comercial”).
The Manual was developed with a simple interface, with the purpose of clarifying the procedures for all types of individuals and legal entities, and is also available in English and Spanish versions.
In the cases in which the foreign company wishes to become a partner or shareholder of a Brazilian company, “DREI” Normative Instructions 34/2017 and 38/2017 must be observed.
More information can be found on the “DREI” website (http://www.mdic.gov.br).