Buying Property in Brazil by Power of Attorney: Closing from Abroad

Buying Property in Brazil by Power of Attorney: Closing from Abroad

A house in Florianópolis found on a trip last year. An apartment in São Paulo for a child who is studying there. A share of a family property being bought out from a cousin. The buyer lives in Chicago, Lisbon or Sydney, and the closing is in Brazil, in Portuguese, before a notary who keeps office hours on the other side of the world.

Brazilian law does not require the buyer to be present. The purchase is completed by a representative acting under a procuração — a power of attorney — who signs the deed, pays the transfer tax and registers the title. The mechanism is routine; every Brazilian notary handles closings by POA weekly. What makes the difference for a foreign buyer is doing the steps in the right order, drafting the POA so that it actually covers the closing, bringing the money in so that it can later be taken out, and putting the verification in the hands of someone who represents the buyer and nobody else.

This page walks through that sequence. It assumes an urban property; rural land and border-strip property have restrictions covered in our rural land guide. For the purchase process in general, including the property-cost calculator, see buying property in Brazil as a foreigner; for the closing costs, the property taxes guide.

“The closing by POA is the easy part. The buyer’s risk is concentrated before it — in who does the checking — and after it — in whether the money can come home. Get those two right and the signing is a formality.” — Zachariah Zagol, Founding Partner, OAB/SP 351.356

Step 1: Get the CPF Before Anything Else

The CPF (Cadastro de Pessoas Físicas) is the Brazilian taxpayer number, and it is the first document, not the last. The buyer’s CPF appears in the purchase contract, the foreign-exchange contract, the ITBI payment, the escritura and the registration at the property registry; the registry will not open a matrícula entry for an owner without one. It is also written into the POA.

Foreigners obtain the CPF without residency, from abroad, through the Brazilian consulate or Receita Federal’s online channel. Our CPF guide for property buyers covers the buyer-specific points — name matching with the passport, a spouse’s CPF, and keeping the number in regular status — and the general CPF guide walks through the form.

If the buyer is married, the spouse’s CPF is often required as well, because under several Brazilian marital regimes the spouse’s participation or consent in a purchase or a later sale is recorded in the deed. The notary will ask for the couple’s marriage certificate, apostilled and sworn-translated, to establish the regime.

Step 2: Draft and Execute the Power of Attorney

Form: it must match the deed

Brazilian law requires the mandate to follow the form the underlying act requires (Código Civil, art. 657). A purchase of real estate above thirty times the minimum wage must be made by public deed (escritura pública, Código Civil, art. 108), so the POA for that purchase is expected to be a public instrument (procuração pública). There are two ways to obtain one from abroad:

• At a Brazilian consulate. The consulate draws up the POA in Portuguese as a Brazilian public instrument, needing no apostille, translation or registration in Brazil. This route is only open to Brazilian nationals: Brazilian consular authorities may perform atos de tabelionato “tratando-se de brasileiros” (Decreto-Lei 4.657/1942, art. 18). A foreign buyer who is not also Brazilian must use the second route, whatever the consular queue looks like.
• Before a local notary, then apostilled. The document is apostilled in the signing country (Hague Convention of 1961; Decreto 8.660/2016), sworn-translated into Portuguese, and registered at a Brazilian Registro de Títulos e Documentos (Lei 6.015/1973, art. 129). Whether a foreign notary’s instrument satisfies the public form is the point to settle before the buyer signs, and it turns on what the foreign officer actually did. The chain in Brazilian law is short: the sale must be by public deed (Código Civil, art. 108), a public deed is one drawn up in a notary’s own books and endowed with public faith (art. 215), and the mandate must follow the form the act requires (art. 657). A civil-law notary who drafts and authenticates the instrument in their own protocol is generally treated as having produced an equivalent; a common-law notary public who merely acknowledges a signature on a document the signer brought in has not, and a closing notary may refuse it on that ground. Because there is no national list of accepted foreign formats, the attorney puts the intended document to the closing notary in advance and gets the answer in writing.

Our public vs private POA comparison and general POA guide go deeper on the form question.

Scope: special powers must be express

A mandate in general terms confers only ordinary administration; buying, paying and encumbering require express special powers (Código Civil, art. 661, §1). A purchase POA should identify the property (address and matrícula number, or at least the city and a description if the property is not yet chosen), the maximum price or the specific price, and confer power to:

Powers the buyer may deliberately withhold: the power to change the price, to accept a different property, or to sell. A POA can be limited in time and revoked; revocation is itself a formal act and the notary that issued the POA should be notified.

Who to appoint

The attorney-in-fact should be the buyer’s own lawyer or an independent person the buyer trusts. Appointing the seller, the seller’s counsel, the developer’s staff or the broker is the single most common structural error in foreign purchases, because it removes the only check on the transaction. Our how-to-choose page on real-estate POAs discusses what a lawyer should explain before drafting one.

Step 3: Due Diligence — Before Any Money Moves

Brazil has no title insurance and no centralised title database, so verification is done by document, before payment. The core is the matrícula — the property’s record at the cartório de registro de imóveis — read in an updated certified copy, together with the certificates that show what the matrícula does not. Lei 13.097/2015, art. 54, concentrates most encumbrances on the matrícula, which helps, but tax debts, condominium arrears and lawsuits against the seller still require separate certificates.

The due-diligence guide and the 20-document checklist cover the full set. For a POA closing, the points that most often stop a deal are:

• Ownership. The registered owner must be the seller, in the same name and civil status as on their identity documents. A seller who is themselves acting under a POA must produce it, and the attorney checks that it is current and not revoked at the issuing notary and, where applicable, on CENSEC.
• Encumbrances. Mortgages, judicial annotations, indisponibilidade (court-ordered freezes) and usufructs on the matrícula.
• Seller’s debts. Federal, state and municipal tax certificates, labour-court and civil-court certificates, protest certificates. Under Lei 7.433/1985 and the notary’s own rules, some of these are required for the deed; others are prudent.
• Condominium arrears. Condominium charges follow the unit (Código Civil, art. 1.345); a certificate from the administrator is standard.
• IPTU. Municipal property tax arrears attach to the property.
• Physical and cadastral match. The matrícula’s description, the municipal cadastre and the built reality should agree; a house built without approval or a subdivided lot that was never registered is a problem the buyer inherits.
• Off-plan units. The development’s memorial de incorporação must be registered at the property registry (Lei 4.591/1964, art. 32) before units can lawfully be sold.

Step 4: Bring the Money In — So It Can Go Out Later

The inbound remittance

Purchase funds enter Brazil through an authorised bank under a foreign-exchange contract (contrato de câmbio). The buyer, identified by CPF, is the remitter; the purpose is recorded as the acquisition of real estate; the counterpart is the seller’s account or, where the funds are staged, the buyer’s own Brazilian account. Since Lei 14.286/2021 replaced the older exchange-control framework, three of its rules shape what the bank will ask for. Foreign-exchange operations may be carried out freely and without limit of value, and the rate is freely agreed (art. 2). They may be carried out only through institutions authorised by the Central Bank (art. 3). And the authorised institution is responsible for identifying and qualifying its client and for ensuring the operation is lawfully processed — while the client, not the bank, is responsible for classifying the purpose of the operation (art. 4, §2). That last allocation is why it matters that “acquisition of real estate” is what actually goes on the contract, and why banks ask for the purchase contract, the seller’s details and the source of funds. The detailed regulation is Resolução BCB nº 277, de 31 de dezembro de 2022, which regulates Lei 14.286/2021 as regards the foreign-exchange market and the entry and exit of funds, and which has been amended since — the operating bank works from the version in force on the day.

Real estate held in Brazil by a person resident abroad falls within the statute’s definition of capitais estrangeiros no País (art. 8, II), and the Central Bank is empowered to require information about such capital and to say who reports it, in what form and when, including where reporting is waived (art. 10, III). Whether a particular purchase triggers a reporting obligation is therefore a question for the Central Bank’s regulation in force at the time, and one to put to the bank before the money moves rather than after.

Non-residents may hold a Brazilian bank account for this purpose; the non-resident bank account guide explains the options, and many buyers route the funds directly to the seller through the closing bank instead.

Why the paperwork matters on the way out

When the property is later sold, the proceeds leave Brazil through another foreign-exchange contract. The bank handling the outbound remittance will ask for:

• the original inbound contract showing that the capital came from abroad through official channels;

• the purchase deed and the sale deed, establishing the cost basis and the price;

• proof that capital-gains tax on the sale was settled. Three provisions govern this, and they are frequently mis-stated:

  • Lei 9.249/1995, art. 18 — the capital gain of a person resident or domiciled abroad is computed and taxed “de acordo com as regras aplicáveis aos residentes no País”, that is, under the same rules as a resident’s gain.
  • Lei 8.981/1995, art. 21, in the wording given by Lei 13.259/2016 — the gain is taxed on progressive bands: 15% on the part not exceeding R$5 million; 17.5% above R$5 million up to R$10 million; 20% above R$10 million up to R$30 million; and 22.5% above R$30 million. The tax falls due by the last business day of the month following receipt of the gain (art. 21, §1).
  • Lei 10.833/2003, art. 26 — who withholds. Where the seller is resident or domiciled abroad, responsibility for withholding and paying the tax falls on the acquirer, if the acquirer is resident or domiciled in Brazil; and on the acquirer’s procurador in Brazil, where the acquirer is itself resident or domiciled abroad. It is the buyer’s side that withholds, not the seller’s — a detail worth settling in the contract, because the buyer who fails to withhold carries the liability.

  Exemptions and reductions available to residents do not all extend to a non-resident seller in the same way, so the after-tax figure should be worked out before a price is agreed rather than at the closing.

A buyer who paid through an informal channel, or in cash, or from a relative’s account without documentation, will find the outbound remittance blocked or delayed until the origin of the capital is reconstructed — which is sometimes impossible. Keeping the inbound contract with the deed is the entire discipline.

Buying through a Brazilian company

Some buyers hold property through a Brazilian sociedade limitada, for management or succession reasons. In that structure the capital contributed by the foreign partner is registered with the Central Bank as foreign direct investment (RDE-IED) under Lei 4.131/1962 and the Central Bank’s foreign-capital rules, and that registration is what later supports the repatriation of capital and the remittance of profits. Our RDE-IED guide and the company vs individual ownership comparison cover when this structure makes sense.

“Every year we meet an owner who bought a decade ago with money that came in the wrong way and now cannot sell and go home. The fix at purchase costs a form. The fix ten years later is a reconstruction of the money’s history, and sometimes there is no fix.” — Zachariah Zagol, Founding Partner, OAB/SP 351.356

Step 5: The Escritura — Signing the Deed by POA

The escritura pública de compra e venda is drawn up by a tabelião de notas (notary), from the promise of purchase if one exists, the parties’ documents, the matrícula and the certificates. The buyer’s attorney-in-fact attends with the POA; the seller attends in person or through their own representative. The notary reads the deed, the parties sign, and the notary issues certified copies.

Points specific to a POA closing:

• The notary verifies the POA’s form, scope and validity, and may consult the issuing notary or CENSEC to confirm it has not been revoked.
• The deed states the price actually paid. Under-declaring the price to reduce ITBI or the seller’s capital gain is unlawful and, for the buyer, creates a low cost basis that inflates their own capital-gains tax on a future sale.
• The deed records the buyer’s tax status (non-resident or resident), which affects future rental-income and capital-gains treatment; the non-resident rental tax guide explains the ongoing obligations.
• Where the property is below thirty minimum wages, a private instrument may suffice (Código Civil, art. 108), but most foreign purchases exceed that threshold, and the public deed is in any case the safer form.
• Brazil’s electronic notarial platform, e-Notariado, allows notarial acts to be signed remotely. The rules now sit in the CNJ’s Código Nacional de Normas (Provimento CNJ 149/2023), which requires signature by a certificado digital notarizado — issued free of charge by a notary to their own client — or an ICP-Brasil signature, and makes a notarial videoconference to capture the parties’ consent indispensable (art. 292, §§3–4). Two competence rules limit how useful this is to a buyer who is abroad: an electronic deed may be drawn up only by the notary of the property’s circunscrição or of the acquirer’s domicile (art. 302), and an electronic public power of attorney only by the notary of the grantor’s domicile, or of the property’s location (art. 303, sole paragraph). A buyer with no Brazilian domicile therefore cannot assume the platform is open to them, and the practical route from abroad remains the consular or apostilled POA. Where e-Notariado is available it replaces the POA for the signing act itself, not for the rest of the file.

Step 6: ITBI — The Municipal Transfer Tax

ITBI (Imposto sobre Transmissão de Bens Imóveis) is charged by the municipality where the property sits (Constitution, art. 156, II), at a rate each municipality sets, on the higher of the price and the municipality’s reference value. It is paid by the buyer by custom and under most municipal laws, and the property registry will not register the deed without proof of payment; many notaries require the receipt before the deed is signed. The attorney-in-fact requests the ITBI assessment from the municipality, pays it from the buyer’s funds, and presents the receipt at the notary. Typical rates and the other closing costs are on the property taxes guide, which also carries the property-cost calculator.

Step 7: Registration — When You Actually Become the Owner

The deed is filed at the cartório de registro de imóveis with jurisdiction over the property. The registrar examines it for formal defects (qualificação registral), which for a POA closing includes the POA itself and its registration where applicable, and then annotates the transfer on the matrícula. Ownership passes at that moment, not at the signing (Código Civil, art. 1.245). The registry issues an updated matrícula certificate showing the buyer as owner, which is the document the buyer keeps.

Registration also triggers the practical handover: transferring the IPTU account, utilities and condominium registration into the buyer’s name, all of which the attorney-in-fact can do if the POA includes those powers.

What are the common frauds, and how does this structure defeat them?

How long does a remote closing take?

Nothing in this sequence requires the buyer in Brazil. The parts that take time are the consular or apostille lead times at the start and the registry at the end.

Related Reading

• Buying property in Brazil as a foreigner — the complete guide with the property-cost calculator
• CPF for foreigners buying property — the buyer-specific CPF points
• Real estate due diligence and the document checklist
• Property taxes: ITBI, IPTU, capital gains · Property closing-cost calculator
• Foreign capital registration (RDE-IED) — for company-held property
• Rural land ownership for foreigners
• Planning ahead: the property will one day pass through a Brazilian inventário; the ITCMD calculator and inventário cost estimator show what that involves

Sources

• Código Civil (Lei 10.406/2002) — arts. 108, 215, 657, 661, 1.245
• Lei de Introdução às Normas do Direito Brasileiro (Decreto-Lei 4.657/1942) — art. 18 (consular notarial acts are for Brazilian nationals)
• Lei 14.286/2021 — FX market and foreign capital: arts. 2, 3, 4, 8, 10
• Banco Central — normative search (Resolução BCB nº 277, de 31/12/2022) — regulates Lei 14.286/2021 for the FX market and for funds entering and leaving Brazil
• Lei 9.249/1995 — art. 18
• Lei 8.981/1995 — art. 21 (capital-gains bands, as amended by Lei 13.259/2016)
• Lei 10.833/2003 — art. 26 (who withholds)
• Lei 6.015/1973 — arts. 129, 6º and 176
• Provimento CNJ 149/2023 — Código Nacional de Normas — e-Notariado: arts. 292, 302, 303
• Decreto 8.660/2016 — Hague Apostille Convention
• Lei 4.591/1964 — art. 32 (registration of the memorial de incorporação)

How ZS Advogados Handles Remote Closings

ZS Advogados Associados acts as the buyer’s attorney and, where the client wishes, as attorney-in-fact for the closing. The firm drafts the POA for the buyer’s route, runs the due diligence, coordinates the foreign-exchange documentation with the bank, pays ITBI, signs the deed and registers the title, and delivers the updated matrícula and a closing file that includes the inbound exchange contract for future repatriation. Zachariah Zagol (OAB/SP 351.356) is the attorney responsible. Scope and fees are set out in a written proposal before the engagement begins.

Tell us about the property →