International Law Firm Brazil — Cross-Border Legal Counsel

What Does an International Law Firm in Brazil Do?

An international law firm in Brazil advises on cross-border transactions, foreign investment structuring, international arbitration, trade compliance, and anti-corruption requirements — bridging civil law (Brazilian) and common law (US/UK) legal traditions. Brazil’s foreign trade exceeded US$570 billion in 2024 (Ministério do Desenvolvimento, Indústria, Comércio e Serviços — MDIC), and foreign direct investment reached US$66 billion (Banco Central do Brasil). Every cross-border transaction involves navigating regulatory requirements, currency controls, tax implications, and enforcement mechanisms that differ fundamentally between legal systems.

Our founder, Zachariah Zagol (OAB/SP 351.356), is American by birth, fluent in English and Portuguese, holds an LL.M. in International Law from USC Gould School of Law, and has lived and practiced in Brazil for over 15 years. He does not study international law from textbooks — he lives it, operating daily as a bridge between the American and Brazilian legal systems.

“International law cannot be practiced from the outside. It requires living across borders, operating within multiple legal systems, and understanding how rules that look similar on paper actually work differently in practice. That’s what 15 years of bridging the US and Brazil has taught me.” — Zachariah Zagol, Founding Partner, OAB/SP 351.356

How Should Cross-Border Contracts Be Structured Between the US and Brazil?

Cross-border contracts must account for different legal systems, conflicting statutory protections, currency restrictions, and enforcement challenges. A contract valid under New York law may be unenforceable in São Paulo — and vice versa. The Código Civil (Lei nº 10.406/2002) governs contracts performed in Brazil, while Decreto-Lei nº 857/1969 restricts currency denomination between Brazilian residents.

Key cross-border contract considerations:

• Choice of law: Brazilian courts apply the law of the country where the obligation was formed (Art. 9 of LINDB — Lei nº 4.657/1942), but mandatory Brazilian rules override contractual choice-of-law clauses for obligations performed in Brazil
• Currency: contracts between Brazilian residents must be denominated in BRL; international contracts (at least one non-Brazilian party) may be denominated in foreign currency
• Good faith (boa-fé objetiva): Brazilian law imposes objective good faith obligations on all contracting parties (Arts. 421–422, CC) — a broader duty than the US implied covenant of good faith
• Force majeure: governed by Art. 393 of the Código Civil; defined more narrowly than under UCC/common law

We draft and negotiate contracts in English and Portuguese:

• International purchase and supply agreements
• Technology and software licensing across jurisdictions
• Joint venture and partnership agreements with multinational parties
• Franchise and distribution agreements with international scope
• International employment and executive compensation arrangements
• Escrow and security agreements for cross-border transactions

How Does Foreign Investment in Brazil Work?

Brazil’s foreign investment framework, governed primarily by Lei nº 4.131/1962 and regulated by the Banco Central do Brasil, requires registration of all foreign capital entering the country. This registration protects the investor’s right to repatriate profits and capital gains in foreign currency.

Foreign investment process:

• Capital inflow registration with the Banco Central via the RDE-IED (Registro Declaratório Eletrônico de Investimento Estrangeiro Direto) module
• Entity formation — typically Sociedade Limitada (Ltda.) or branch office; the Receita Federal issues the CNPJ within 1–3 business days
• Sector-specific regulatory approvals — aviation, healthcare, media, and financial services have foreign ownership restrictions under Art. 172 of the Constituição Federal
• Tax structuring — corporate income tax (IRPJ) at 15% + 10% surcharge on profits exceeding R$240,000/year, plus 9% CSLL, totaling approximately 34% effective rate under Lucro Real
• Profit repatriation — dividends paid to foreign shareholders are currently exempt from withholding tax (under review for potential 15% withholding in PL 1.087/2025)
• LGPD compliance for foreign companies processing Brazilian personal data — ANPD (Autoridade Nacional de Proteção de Dados) enforces fines up to 2% of Brazilian revenue (capped at R$50 million per infraction)

Brazil attracted US$66 billion in FDI in 2024, ranking among the top 5 FDI destinations globally (UNCTAD World Investment Report). The United States is historically Brazil’s second-largest source of FDI after the Netherlands.

What Options Exist for Brazilian Companies Expanding Internationally?

Brazilian companies increasingly expand abroad — acquiring foreign assets, establishing overseas subsidiaries, and entering joint ventures. Brazilian outbound FDI exceeded US$25 billion in 2024 (Banco Central). These expansions require navigating foreign legal systems, tax treaties, and regulatory frameworks.

International expansion support:

• US subsidiary formation — Delaware LLC or C-Corp structuring with tax treaty optimization (Brazil has 35 active bilateral tax treaties, though notably no comprehensive tax treaty with the United States)
• Foreign partnership and joint venture structuring
• Cross-border acquisition due diligence and regulatory approvals
• International tax planning — transfer pricing under OECD-aligned rules introduced by Lei nº 14.596/2023 (effective January 2024), replacing Brazil’s unique fixed-margin system
• Visa and immigration coordination for Brazilian executives abroad

How Does International Arbitration Work in Brazil?

International arbitration in Brazil is governed by Lei nº 9.307/1996 (Lei de Arbitragem), as amended by Lei nº 13.129/2015. Brazil ratified the New York Convention (1958) on the Recognition and Enforcement of Foreign Arbitral Awards in 2002. São Paulo’s arbitration centers — including the CAM-CCBC and the ICC Brazil office — handle over 350 cases annually, making Brazil the largest arbitration market in Latin America.

Arbitration services:

• ICC (International Chamber of Commerce) arbitration — the most frequently used institution for Brazil-related disputes; average proceeding duration: 18–24 months
• LCIA (London Court of International Arbitration) proceedings
• AAA/ICDR (American Arbitration Association) commercial arbitration
• MERCOSUR and regional arbitration frameworks
• Investment arbitration and bilateral investment treaty (BIT) claims — Brazil has signed 30+ CIFAs (Cooperation and Facilitation Investment Agreements), its alternative to traditional BITs
• Arbitral award enforcement — foreign awards recognized under the New York Convention through STJ homologation; average processing time: 6–12 months

“International disputes require more than legal knowledge — they require understanding how different legal cultures approach evidence, procedure, and enforcement. Having practiced across two systems for over 15 years gives our clients a genuine strategic advantage.” — Zachariah Zagol, Founding Partner, OAB/SP 351.356

What Trade and Customs Compliance Requirements Apply in Brazil?

Brazil’s customs system is administered by the Receita Federal through SISCOMEX (Sistema Integrado de Comércio Exterior). Brazil’s import tariff structure is based on the MERCOSUR Common External Tariff (TEC), with ad valorem rates ranging from 0% to 35%.

Trade compliance services:

• Customs classification under the NCM (Nomenclatura Comum do MERCOSUL) — misclassification can trigger penalties of 1% of customs value plus duty differentials
• Rules of origin documentation for MERCOSUR preferential trade agreements (average tariff reduction: 8–15 percentage points)
• Import licensing through SISCOMEX — automatic (immediate) for most products; non-automatic (60-day review) for controlled items
• Anti-dumping and trade remedy proceedings before DECOM (Departamento de Defesa Comercial)
• Supply chain compliance and sanctions screening — US OFAC sanctions apply to Brazilian entities with US nexus
• Incoterms selection — CIF and FOB are the most common for Brazil-bound shipments; customs value is assessed on CIF basis

What Anti-Corruption and Compliance Obligations Apply to International Operations?

Operating internationally means compliance with multiple overlapping anti-corruption regimes. The three principal frameworks affecting Brazil operations:

1. US FCPA (Foreign Corrupt Practices Act, 1977) — applies to US persons, US-listed companies, and foreign companies using US financial channels; criminal penalties up to US$25 million for companies and US$250,000 + imprisonment for individuals
2. Brazilian Lei Anticorrupção (Lei nº 12.846/2013) — imposes strict liability on companies (no intent requirement) for corrupt acts benefiting the company; administrative fines of 0.1% to 20% of gross annual revenue; the CGU (Controladoria-Geral da União) is the primary enforcement authority
3. UK Bribery Act (2010) — applies to any company with UK operations; includes a corporate “failure to prevent bribery” offense

Compliance program essentials:

• FCPA and Lei Anticorrupção compliance program design — the CGU published specific evaluation guidelines for integrity programs
• Third-party due diligence for agents, distributors, and partners — critical for both FCPA and Brazilian law
• LGPD (Lei nº 13.709/2018) data protection compliance — cross-border data transfers require adequacy determinations or standard contractual clauses per ANPD regulations
• Sanctions screening and export controls — US EAR and OFAC requirements extend to non-US companies using US-origin technology

Why Choose ZS Advogados for International Legal Matters?

International law requires practitioners who operate across borders — not lawyers who consult foreign law from a desk. ZS Advogados has managed over 700 cases across corporate, immigration, real estate, and family law, with significant cross-border dimensions in the majority of engagements.

Zachariah Zagol (OAB/SP 351.356) is American, trained at USC Gould School of Law (LL.M., International Law), and has operated in Brazil for 15+ years as an entrepreneur, investor, and practicing attorney. He is the first American admitted to the Brazilian Bar — a distinction that reflects genuine dual-system competence, not mere academic study.

This is why foreign investors trust ZS Advogados to navigate Brazilian complexities, why Brazilian entrepreneurs trust us to expand into the United States, and why multinational companies trust us to bridge legal systems effectively.

Explore Our Specialized Guides

• Cross-Border Contracts
• Foreign Investment in Brazil
• International Arbitration
• Trade Compliance
• International Asset Recovery
• Starting a Business in Brazil
• Investor Visas
• Buying Property in Brazil