The option for incorporating a new company is almost always the best one.
This happens because the oppening of a branch is burdened by several difficulties. The main ones being:
i) branches are subject to previous authorization by the Federal Government, which must be obtained in Brasilia;
ii) the foreign entity that owns the branch must print, in an official newspaper in Brazil, all its financial statements and main board decisions. This is not required when a new company is incorporated;
iii) every year, the local branch must publicize, in an official newspaper in Brazil, its financial statements and L&P reports. This is not required for Brazilian Limited Liability Companies, except when they reach considerable size;
iv) branches are subject to direct overview by the public prosecutor's office;
v) registration procedures are lengthier and more complicated;
vi) according to Brazilian law, acts of the branch may generate direct liability to the controlling company, abroad.
On top of that, there is no tax advantage in operating via a branch instead of using a
new corporate vehicle.
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