Entering Brazil — Build, Operate & Transfer

The problem

Entering Brazil rarely fails for lack of market. It fails for lack of someone who answers for the operation — in the time zone, the language and the law of the country.

A consultancy delivers a report and leaves. A local partner solves the operating problem and creates another one: from that point your Brazilian operation depends on someone whose interests are not yours, and who has no exit date. A law firm incorporates the company, but does not sell, does not hire and does not answer for the result.

What typically happens without a resident operator

Head office learns about problems three months late, already translated.
Every local supplier speaks to a different person at head office, and nobody consolidates.
A product registration stalls and there is no one on the ground to push it.
The first manager hired has nobody to report to day to day.
The operation exists on paper and takes two years to invoice anything.
When the project slips, nobody has the mandate to decide the correction.

What is missing is almost never the plan. It is an executive seat filled in Brazil, with the authority to decide and responsibility for the number.

How you enter

You don't have to decide how to enter. That's the first thing we work out for you.

Distribute, build or buy are not three services — they are three shapes of the same project, and the right one depends on numbers that only the Market Review produces. They are not exclusive either: many operations start by distributing and end by buying.

Distribute

An exclusive distributor for your product in Brazil, with no entity yet. The cheapest real market test available.

Distributor selection and negotiation
Exclusivity agreement and targets
Partner management on behalf of head office
Real demand data before you invest

Speed High
Control Low
Upfront cost Low

Most common

Build

Your own subsidiary, incorporated from scratch. A clean structure with no inherited liabilities, designed the way head office wants it.

Incorporation and foreign capital registration
Licences, banking and tax structure
Hiring and training the team
Customer base built from zero

Speed Medium
Control Full
Upfront cost Medium

Buy

Acquire a company already operating. In food that usually means buying the one thing money normally can't: registrations and licences already active.

Target mapping and approach
Operational, tax and labour due diligence
Negotiation and deal structure
Post-acquisition integration under our direction

Speed High
Control Full
Upfront cost High

Our role

Brazilian law requires a resident who answers for your company. We are that person — and we also run the business.

Administrator & attorney-in-fact

Two roles a foreign shareholder cannot do without

A foreign shareholder must appoint a resident attorney-in-fact in Brazil, and the company needs a resident administrator to answer for it before banks, public bodies and third parties. In most projects those roles are filled by a provider who only signs papers. In our model, the person who signs is the person who runs the operation — and answers for the result.

Representation before public bodies, banks and suppliers
Executive direction of P&L, team and customer base
Reporting to head office in its language and format
Coordination of the legal, accounting and tax firms

Equity taken None 100% of the company is and stays yours

Owner Head office, from day one
Mandate 5 years, with annual targets
Exit Written into the contract, not negotiated at the end
Transfer No share sale — nothing changes hands

Discuss the mandate

What we are not: we are not a law firm or an accounting firm. Legal, accounting and tax work is carried out by specialist Brazilian firms, engaged and coordinated by us. You get a single point of contact — with real specialists behind it.

How it works

Three steps, and you decide at each one whether to continue.

Nobody signs five years with someone they have just met. So the project starts small, paid and short: the Market Review answers whether Brazil makes sense for you — including when the answer is no.

Start with a Market Review

01
Market Review — the entry study

Weeks, not months. Fixed fee. It answers whether there is a market, which entry shape fits, what it actually costs, and what compliance demands.
- Market size, competition and the real distribution channels
- Distribute vs. build vs. buy, compared with numbers
- Regulatory path and estimated timeline per authority
- Entry budget and a three-year projection
- A written recommendation — including not to enter
02
Build — the setup

Months. Fixed fee plus expenses reimbursed at cost. At the end of this step there is a working Brazilian company, with a bank account, a team and compliance in order.
- Incorporation and registration of the foreign investment
- Tax ID, state and municipal registrations, licences and tax structure
- Bank account and payment infrastructure
- Product regulatory process filed and followed through
- First hires and the management routine installed
03
Operate & Transfer — five years

Fixed monthly fee plus a variable component tied to results. We run the operation and, over the mandate, train the person who replaces us.
- P&L direction, against an annual target agreed with head office
- Building the customer base and the distribution network
- Recruiting and training the Brazilian general manager
- Management routine installed — indicators, cadence, course correction
- Handover of the operation and a contractual exit

How we are paid

The fee falls as the operation grows.

An operator who does not plan to leave has every incentive to stay indispensable. So our fixed fee is designed to decline year on year as the Brazilian team takes over. The transfer isn't a promise in the contract — it's drawn into the money.

A 5-year mandate — declining fee, growing revenue

Year 1

Year 2

Year 3

Year 4

Year 5

Fixed monthly fee
Operation revenue

An illustration of how the mandate is structured. Actual figures are set per project, from the Market Review.

Fixed monthly

Pays for running the operation. It declines through the mandate as the Brazilian team takes over the functions.

Variable on results

Tied to margin and result — not to gross revenue. Rewarding revenue alone buys turnover by burning margin, and that does not build an operation that lasts.

Expenses at cost

Travel, fees, registrations and third-party costs are reimbursed at cost, with receipts. No embedded markup, no intermediation.

The terrain

In food, compliance is not paperwork. It's the schedule.

An entry project that is well budgeted and badly scheduled fails just the same. These are the points that decide when your operation invoices its first real — and the Market Review maps each of them for your specific case.

ANVISA Registration or notification of processed foods, additives and packaging. Determines what can be sold, and what the label may claim.
MAPA · SIF Products of animal and plant origin require establishment registration and federal inspection. The longest timeline in the project — and the most underestimated.
Labelling Front-of-pack nutrition labelling and Mercosur rules. A label approved at origin almost never works in Brazil without reformulation.
Foreign capital Registration of the investment with the Central Bank, tax ID and state and municipal registrations. Without these there is no profit remittance and no bank account.
Export to China If the plan includes exporting from Brazil to China, the Brazilian establishment needs registration with Chinese customs (GACC).
Cold chain and distribution Continental distances and fragmented retail. Choosing the logistics operator moves margin more than negotiating price does.

Rules change. Everything above is confirmed case by case with the specialist firms before it becomes a schedule — and that schedule is part of the Market Review deliverable.

The proof

This model is not a proposal. It's what has already been done.

A foreign food group put Lucas Müller in charge of its Brazilian operation. The structure was built from zero — company, team, customer base — and run for five years.

Revenue growth — +400% in 5 years

1x

1.8x

2.8x

3.8x

5x · +400%

Year 1Year 2Year 3Year 4Year 5

The company is not named here for confidentiality. References can be provided in conversation.

First step

Start by finding out whether Brazil makes sense for you.

The Market Review is short, fixed-fee, and ends with a written recommendation. If the answer is not to enter, you saved far more than you spent.

Request a Market Review

You don't need a local partner. You need an operator with an exit date.