How to Legally Operate a Brazilian Business in the United States

Expanding your Brazilian company to the United States is an exciting step that opens doors to global clients, investors, and growth opportunities. But to operate legally and successfully in the U.S., your business must follow a defined set of legal, tax, and compliance procedures.

At Zecca Ross Law Firm, we guide Brazilian entrepreneurs and companies through the process of establishing and operating their businesses in the U.S. — ensuring full compliance with federal and state regulations while protecting their corporate interests.

1. Determine How You Will Operate in the U.S.

Before launching operations, decide how your Brazilian company will do business in the U.S. You have two main options:

• Register a New U.S. Entity (Subsidiary or Branch)
  This option gives you a separate legal structure under U.S. law, limiting liability and simplifying tax obligations.
  Best for: Long-term operations, hiring employees, or contracting with U.S. clients.
• Operate Through an Existing Brazilian Company (Foreign Qualification)
  If you prefer to keep your main business in Brazil, you can register it as a foreign entity in the U.S.
  Best for: Testing the market or opening a representative office.

Our firm helps assess which structure best aligns with your goals, tax exposure, and operational model.

2. Register Your Business and Obtain an EIN

All companies doing business in the United States must register in the state where they operate and obtain an EIN (Employer Identification Number) from the IRS.
We handle:

• State-level formation or foreign qualification filings.
• Drafting governing documents (Operating Agreement, Articles of Incorporation).
• EIN application and tax setup.

These steps are essential for opening U.S. bank accounts, hiring staff, and signing legally binding contracts.

3. Draft and Review Contracts Carefully

Contracts written under Brazilian law often differ significantly from those recognized under U.S. jurisdiction. To avoid legal disputes, ensure all your U.S. contracts meet local standards.
Zecca Ross Law Firm assists clients with:

• Bilingual (Portuguese–English) contracts for clear communication.
• Partnership, vendor, and distribution agreements customized for U.S. operations.
• Service and client agreements that comply with federal and state laws.

Having the right legal documents in place protects your company from misunderstandings and potential liability.

4. Maintain Compliance

Operating legally in the U.S. requires ongoing compliance with both federal and state requirements. Common obligations include:

• Filing annual reports to maintain good standing.
• Paying state and federal taxes.
• Renewing licenses and permits.
• Updating ownership or management records.

Zecca Ross Law Firm ensures your U.S. entity remains compliant at every stage — so you can focus on running your business.

5. Keep Financial and Legal Separation

Even if your U.S. business is owned by a Brazilian company, maintaining separate accounts, contracts, and records is essential. This prevents “piercing the corporate veil” — a legal situation where personal or foreign assets could be exposed to U.S. liabilities.

Our attorneys help design proper governance frameworks to protect both your Brazilian and American operations.

Why Brazilian Businesses Choose Zecca Ross Law Firm

• Cross-border legal expertise: We assist companies expanding from Brazil to the U.S. in a clear, compliant, and cost-effective way.
• Tailored corporate structures: Whether forming a new entity or registering a foreign one, we create solutions suited to your market and goals.
• Bilingual legal support: We ensure full understanding of every document and process.
• Long-term partnership: From formation to daily operations, we stay by your side as your U.S. legal team.

Operate with Confidence

Operating a business across two legal systems doesn’t have to be complicated. With proper structure, documentation, and legal guidance, your Brazilian company can thrive in the United States.

Contact Zecca Ross Law Firm today to schedule a consultation and learn how we can help you operate legally and successfully in the U.S.

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