Before anyone books a notary or an apostille, know what the foreign parent or shareholder needs to provide. Pick the country and the corporate act to see the apostille or legalization route, the local names of the corporate documents and a numbered checklist with notary, sworn translation and RTD.
- 01Pick the country of the parent or shareholder
- 02Pick the corporate act
- 03See the checklist and ask our team to review it
United States: company formation
8 documents, apostille routeGet this checklist reviewed by our team.
Our team checks the list against your case (country, company type and Commercial Registry) and replies to the email you provide.
We have your checklist.
Our team will review the list and reply to the email you provided. You can print it or save it as PDF now.
Hague Apostille
- Convention in force for the country since
- 15 Oct 1981
- Applicable in relation to Brazil since
- 14 Aug 2016
- e-Apostille
- Available (see notes)
Competent authorities
- State level: the authority designated by each state, generally the Secretary of State, for public documents of that state (including acts of notaries commissioned in that state)
- Federal level: U.S. Department of State, Office of Authentications, for documents issued by federal agencies
- Clerks and Deputy Clerks of U.S. federal courts, for documents of those courts
Notes on the country
e-Apostille only in some states per the HCCH e-APP chart: Montana (since Feb 2023) and Kentucky (since May 2024); pilots in Connecticut, Minnesota, Rhode Island, Utah and Washington ended 30 Sep 2025 (e-Apostilles already issued remain valid). Apostille must be obtained in the state where the notary is commissioned: Delaware, for example, states it does not apostille documents notarized by out-of-state notaries, nor remote or electronically notarized documents. Exceptions per HCCH: Georgia (Superior Court Clerks' Cooperative Authority) and New Jersey (Division of Revenue).
- Certificate of Good Standing (name varies by state, e.g. Certificate of Existence or Certificate of Status), issued by the Secretary of State of the state of incorporation
- Certified copy of the Certificate of Incorporation or Certificate of Formation (LLC), issued by the Secretary of State
- Bylaws or LLC Operating Agreement (private documents; usually certified by an officer before a notary)
- Board resolution or written consent, often with a Secretary's Certificate (private; signature notarized before apostille)
Checklist for: Company formation in Brazil (limitada) with foreign parent as quotaholder
Usual documents, in the order they are typically prepared.
Certificate of existence or good standing of the foreign parent (recent)
Who signs or issues: Issued by the foreign company registry
- Notary: No
- Apostille: Yes
- Sworn translation in Brazil: Yes
- RTD: depends on use, we confirm
Notes
Public document: apostille (or consular legalization for non-parties) directly on the registry certificate. IN DREI 81/2020 art. 12 par. 1 requires a foreign legal entity partner to prove its constitution and legal existence. Recency expected by Juntas is not set in the norms reviewed; general practice is a recently issued certificate (low confidence on any specific window). RTD: Lei 6.015/1973 art. 129 item 6 (not changed by Lei 14.382/2022) and art. 148 provide for registering foreign documents, with their translation, in the RTD to produce effects before public bodies and against third parties. IN DREI 81/2020 art. 15 does not require RTD registration for Junta filings, so in general practice it is not done for the Junta itself; banks, notaries, courts or other counterparties may still ask for it. Confirm case by case.
Constitutive documents of the parent (articles, bylaws or equivalent), certified copy
Who signs or issues: Certified by the registry, or by an officer before a notary
- Notary: Yes
- Apostille: Yes
- Sworn translation in Brazil: Yes
- RTD: depends on use, we confirm
Notes
Used to prove constitution and legal existence (IN DREI 81/2020 art. 12 par. 1) and the signatories' powers. If issued as a certified copy by the public registry, notarization is not needed; otherwise an officer certifies it before a notary. RTD: Lei 6.015/1973 art. 129 item 6 (not changed by Lei 14.382/2022) and art. 148 provide for registering foreign documents, with their translation, in the RTD to produce effects before public bodies and against third parties. IN DREI 81/2020 art. 15 does not require RTD registration for Junta filings, so in general practice it is not done for the Junta itself; banks, notaries, courts or other counterparties may still ask for it. Confirm case by case.
Corporate resolution of the parent approving the investment, the formation of the Brazilian company, the quota subscription, the appointment of administrators and the granting of powers of attorney
Who signs or issues: Competent body of the parent (board, shareholders or managers), signed by authorized officer(s)
- Notary: Yes
- Apostille: Yes
- Sworn translation in Brazil: Yes
- RTD: depends on use, we confirm
Notes
Private document: signature notarized (or notarial certificate) before apostille or legalization. Not expressly listed in IN DREI 81/2020; general practice to evidence internal authority and the signatory's powers. Where the Brazilian act is signed in Brazil by the attorney-in-fact under an adequate power of attorney, some Juntas do not require it. RTD: Lei 6.015/1973 art. 129 item 6 (not changed by Lei 14.382/2022) and art. 148 provide for registering foreign documents, with their translation, in the RTD to produce effects before public bodies and against third parties. IN DREI 81/2020 art. 15 does not require RTD registration for Junta filings, so in general practice it is not done for the Junta itself; banks, notaries, courts or other counterparties may still ask for it. Confirm case by case.
Power of attorney to the attorney-in-fact resident in Brazil
Who signs or issues: Legal representative(s) of the parent with powers under its charter
- Notary: Yes
- Apostille: Yes
- Sworn translation in Brazil: Yes
- RTD: depends on use, we confirm
Notes
IN DREI 81/2020 art. 12: a partner resident or headquartered abroad must file a power of attorney granted to its representative in Brazil; without a stated term it is presumed indefinite (art. 12 par. 3). The current text of art. 12 (wording by IN DREI 112/2022) does not list minimum powers; the repealed IN DREI 34/2017 expressly required powers to receive judicial service of process (citação), and including that clause remains general practice. For the foreign entity CNPJ, IN RFB 2.119/2022 art. 6 par. 1 requires a representative domiciled in Brazil with powers to administer the entity's assets and rights in Brazil and represent it before the Receita. In the Bacen CDNR, the CPF of a person domiciled in Brazil is registered as the entity's legal representative in the CNPJ, so the POA should cover that person (general practice). Include specific powers to sign the contrato social (Ltda Manual item 1.2: specific powers for constitution, amendment or extinction acts). RTD: Lei 6.015/1973 art. 129 item 6 (not changed by Lei 14.382/2022) and art. 148 provide for registering foreign documents, with their translation, in the RTD to produce effects before public bodies and against third parties. IN DREI 81/2020 art. 15 does not require RTD registration for Junta filings, so in general practice it is not done for the Junta itself; banks, notaries, courts or other counterparties may still ask for it. Confirm case by case.
Foreign parent CNPJ: registration in the Central Bank CDNR by a representative in Brazil
Who signs or issues: Filed online in Brazil by the representative (gov.br silver or gold account, or Sisbacen login of a Brazilian legal entity); the person indicated as responsible must hold a CPF and be domiciled in Brazil
- Notary: No
- Apostille: To be confirmed case by case
- Sworn translation in Brazil: Yes
- RTD: No
Notes
Not automatic without a filing: IN RFB 2.119/2022 art. 19 states that for a foreign entity holding equity interests outside the capital markets (Annex I, item XVI, letter a, subitem 7) the CNPJ results automatically from its registration in the Bacen Cadastro Declaratório de Não Residentes (CDNR), and a request at a Receita unit is not allowed. The CDNR registration itself must be filed by a representative in Brazil. Per the BCB CDNR manual (Aug 2026 version), the CNPJ request requires CNAE, address, the CPF of a Brazil-domiciled responsible person (registered as legal representative in the CNPJ) and upload of the entity's registered constitutive act (PDF, up to 4 MB) with sworn translation into Portuguese; where it does not show the current address, another registry or tax document is needed. Powers of attorney are not accepted as proof of name or address. The manual does not mention apostille; general practice is to use the same apostilled document prepared for the Junta. The manual indicates BCB review within 24 hours and the CNPJ available about 2 business days after approval; these are the manual's own targets, not guaranteed times. The CNPJ is needed to qualify the foreign partner in the contrato social.
Beneficial ownership information and ID of the ultimate beneficial owners (for e-BEF)
Who signs or issues: Parent's officer provides; filed in Brazil by the representative
- Notary: No
- Apostille: No
- Sworn translation in Brazil: No
- RTD: No
Notes
IN RFB 2.290/2025 (in force 1 Jan 2026) created the e-BEF. Per the e-BEF manual (v1.0, Dec 2025), filing is due within 30 days of CNPJ registration or of a change in beneficial owners, and annually by the last day of the calendar year otherwise. A Brazilian limitada with a legal entity partner must file from 2026 regardless of revenue; foreign entities not covered by the phase-in (which targets capital-markets investors and pension entities) follow the general rule from 1 Jan 2026. Confirm which entity files in each structure. For a foreign beneficial owner without CPF the manual asks for ID data, tax residence and NIF (with upload of the NIF document) and at least one valid ID document; it does not mention apostille or translation for the upload. Supporting documents must be kept for at least 5 years.
Passport copies of signatories and of any foreign administrator
Who signs or issues: Holder (copy)
- Notary: No
- Apostille: No
- Sworn translation in Brazil: No
- RTD: No
Notes
IN DREI 81/2020 art. 15 ends with an exception for the identity document; Juntas generally accept passport copies without apostille or sworn translation, but some examiners ask for more, so confirm with the Junta. An administrator who is an immigrant resident in Brazil must present an identity document issued by a Brazilian authority (Manual de Sociedade Limitada, item 1.5). Banks or notaries in Brazil may ask for certified copies (general practice).
Power of attorney of a non-resident administrator to a representative resident in Brazil
Who signs or issues: The non-resident administrator (individual)
- Notary: Yes
- Apostille: Yes
- Sworn translation in Brazil: Yes
- RTD: depends on use, we confirm
Notes
Only if the appointed administrator lives abroad. IN DREI 81/2020 art. 12 caput (wording by IN DREI 112/2022) requires an administrator resident abroad to file a power of attorney to a representative in Brazil. For S.A., Lei 6.404/1976 art. 146 par. 2 (wording by Lei 14.195/2021) conditions taking office on a representative resident in Brazil with powers, for at least 3 years after the end of the term, to receive service of process in actions under corporate law (and CVM proceedings for listed companies); IN DREI 81 art. 13 adds that this does not prevent filing the appointment. For limitadas, using the same powers and 3-year term is general practice; confirm the current Ltda Manual text. RTD: Lei 6.015/1973 art. 129 item 6 (not changed by Lei 14.382/2022) and art. 148 provide for registering foreign documents, with their translation, in the RTD to produce effects before public bodies and against third parties. IN DREI 81/2020 art. 15 does not require RTD registration for Junta filings, so in general practice it is not done for the Junta itself; banks, notaries, courts or other counterparties may still ask for it. Confirm case by case.
What Brazilian rules require
Apostille Convention in Brazil
Decreto 8.660/2016 (29 Jan 2016) promulgated the Hague Apostille Convention; it entered into force for Brazil on 14 Aug 2016. Apostilled public documents from other parties are accepted without consular legalization.
Foreign documents at the Commercial Registry
IN DREI 81/2020 art. 15: documents from abroad, including powers of attorney, must be authenticated by a Brazilian consular authority in the country of origin and, if not in Portuguese, translated by a public translator registered with a Junta Comercial; identity documents are excepted. Par. 2 and 3: consular legalization is waived for public documents of Apostille Convention parties upon proof of apostille. Par. 1: French notarial documents are exempt from consular visa but need translation. Par. 4 and 5: bilingual documents need no translation but still need apostille or consularization, and the translator must translate stamps and seals.
Partner or administrator abroad: power of attorney
IN DREI 81/2020 art. 12 (caput and par. 1 with wording by IN DREI 112/2022): a natural person resident abroad who is a partner or administrator of a sociedade empresária, and a legal entity headquartered abroad that is a partner, must file a power of attorney to a representative in Brazil (with the act or separately); the foreign legal entity must also prove its constitution and legal existence; a POA without stated term is presumed indefinite (par. 3). The text does not list minimum powers; powers to receive citação, required by the repealed IN DREI 34/2017, remain general practice. Art. 13: for S.A. administrators resident abroad, taking office depends on a resident representative (Lei 6.404 art. 146 par. 2), which does not prevent filing the appointment.
Administrator resident abroad
Lei 6.404/1976 art. 146 (caput and par. 2 with wording by Lei 14.195/2021): only natural persons may be elected administrators (the former residence requirement for officers was removed); par. 2: taking office of an administrator resident or domiciled abroad requires a representative resident in Brazil with powers, for at least 3 years after the end of the term, to receive service in actions under corporate law and, for listed companies, in CVM proceedings. For limitadas, IN DREI 81 art. 12 caput (wording by IN DREI 112/2022) expressly covers administrators resident abroad, who must file a power of attorney to a representative in Brazil; applying the art. 146 powers and term to limitadas is general practice (confirm the current Ltda Manual).
CNPJ of the foreign partner
IN RFB 2.119/2022: foreign entities holding equity interests in Brazil outside the capital markets must be in the CNPJ (art. 4 par. 2; Annex I, item XVI, letter a, subitem 7). Under art. 19 the CNPJ results automatically from registration in the Bacen Cadastro Declaratório de Não Residentes (CDNR), and a request at a Receita unit is not allowed; this means the request goes through the BCB, not that no request is needed. The CDNR registration is filed online by a representative in Brazil (gov.br silver or gold account, or Sisbacen login of a Brazilian legal entity); per the BCB CDNR manual (Aug 2026), the CNPJ request needs a Brazil-domiciled responsible person with CPF and the uploaded registered constitutive act with sworn translation. The CNPJ representative must be a proxy or legal representative domiciled in Brazil with powers to administer the entity's assets and rights and represent it before the RFB (art. 6 par. 1). The former art. 55 rule on consular authentication or apostille plus sworn translation of beneficial-ownership documents was revoked by IN RFB 2.290/2025 from 1 Jan 2026.
Beneficial ownership (e-BEF)
IN RFB 2.290/2025 (30 Oct 2025, in force 1 Jan 2026) created the e-BEF form. Filing within 30 days of CNPJ registration or of a change, and annually by the last day of the calendar year; supporting documents kept at least 5 years. Phase-in per the e-BEF manual: limitadas with a legal entity partner file from 2026 regardless of revenue; foreign capital-markets investors from 1 Jan 2027; certain pension entities and funds from 1 Jan 2028; other foreign entities follow the general rule from 1 Jan 2026.
Central Bank (SCE-IED)
Resolução BCB 278/2022 (SCE-IED replaced RDE-IED): the Brazilian investee reports foreign direct investment; event reporting applies to transactions of USD 100,000 or more, with periodic declarations depending on asset thresholds (secondary source summary; confirm current thresholds and deadlines on the BCB site).
Sworn translation
Lei 14.195/2021, Chapter VII (arts. 22 to 34), regulates the tradutor e intérprete público. Art. 26 makes it a private activity to translate documents in a foreign language to be presented to public bodies, notaries and registries, with exceptions in its sole paragraph (ad hoc translator designated by the competent authority; public agents with related duties). Art. 27 par. 1: no translation has public faith unless made by a tradutor e intérprete público, save the listed exceptions. A translator registered with any Junta may work in any state (art. 24). IN DREI 81/2020 art. 15 requires translation by a tradutor público registered with a Junta, so translations made abroad by foreign sworn translators are generally not accepted by Juntas; bilingual documents are exempt from translation (art. 15 par. 4). STF, ADI 7.196 (judgment reported on 26 Feb 2026): partial grant concerning the waiver of the public examination in art. 22 sole paragraph; registrations based on it suspended pending new regulation.
Registry of Deeds and Documents (RTD)
Lei 6.015/1973 art. 129 item 6: foreign documents, with translations, are registered in the RTD to produce effects before federal, state and municipal bodies and in court; art. 148: documents in a foreign language must be translated and the translation registered to produce legal effects in Brazil and against third parties. Item 6 was not changed by Lei 14.382/2022 (which revoked item 2 and added items 10 and 11). In practice: Juntas Comerciais follow IN DREI 81/2020 art. 15 (apostille or legalization plus sworn translation) and do not require RTD registration; RTD registration is commonly requested by banks, some notaries, courts and other counterparties, or used to make the document effective against third parties.
Electronic signatures at the Commercial Registry
IN DREI 81/2020 arts. 35 and 35-A: filings accept advanced (including gov.br) or qualified electronic signatures, and other means proving authorship and integrity; signatures made outside the Junta portal must be verifiable in the Junta system or come with a declaration of electronic authenticity. No specific rule on foreign e-signed documents was found; whether an apostille is still required for a foreign e-signed private document is not settled by the texts reviewed.
General practice ranges only, never promises. Verified official figures: UK FCDO paper apostille up to 15 working days plus postage, e-Apostille up to 2 working days. Unverified general practice (low confidence): foreign registry certificates a few business days; notarization plus apostille 1 to 3 weeks in most apostille countries; consular legalization (UAE) several weeks; sworn translation in Brazil several business days depending on volume; Junta Comercial analysis varies by state. Bacen CDNR manual targets (not guarantees): BCB review within 24 hours, CNPJ available about 2 business days after approval.
Informative checklist, generated from the answers above and from rules reviewed in October 2026. It is not legal advice. Requirements vary by Commercial Registry (Junta Comercial), company type and case.
Further reading: Apostille and sworn translation in BrazilBrazil corporate calendar for your subsidiary
Documents from abroad, without back and forth.
LegalBR acts as resident attorney-in-fact for foreign shareholders and directors, checks apostilles and translations and prepares the filings for the Commercial Registry.