ZS Advogados Associados
Practice Areas / International Law

Import Structuring for Foreign Companies in Brazil

Decide who should be your importer of record in Brazil under CBS/IBS: conta e ordem, encomenda, foreign-owned CNPJ, or a subsidiary. Built for the 2027 cutover.

By Zachariah Zagol, OAB/SP 351.356 Updated:
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Most foreign manufacturers discover their Brazilian import structure the hard way: a container is on the water, someone asks who is registered as the importer, and the answer turns out to have tax consequences nobody priced.

Brazil’s consumption-tax reform made that question sharper. Under Lei Complementar nº 214/2025, CBS and IBS apply on the import of goods, and the importer of record is the taxpayer (art. 72, I). The structure you choose is no longer just a logistics preference. It decides who owes the tax.

We advise foreign manufacturers, exporters and distributors on the Brazilian side of that decision — and then build whatever the decision requires.

Who should be your importer of record?

LC 214/2025, art. 72, I defines the importer as “qualquer pessoa ou entidade sem personalidade jurídica que promova a entrada de bens materiais de procedência estrangeira no território nacional” — anyone who promotes the entry of foreign goods into national territory.

Then the sole paragraph of the same article does something most commercial teams have not absorbed:

In an importação por conta e ordem de terceiro, the party that promotes the entry — and therefore the taxpayer — is the adquirente dos bens no exterior.

The trading company that registers the declaration in its own name is a joint debtor under art. 74, I. It is not the taxpayer. Contracts drafted before 2025 routinely assume the opposite.

Por encomenda runs the other way: the trading imports with its own resources and is the importer and taxpayer, with the encomendante predeterminado jointly liable under art. 74, II. Both modalities remain governed by IN RFB nº 1.861/2018, as amended by IN RFB nº 2.101/2022.

Getting this wrong is not a paperwork problem. It puts the wrong party on the hook and leaves the right one exposed as a joint debtor.

Which import structures are available?

StructureCBS/IBS taxpayerForeign CNPJBest for
Sell to a Brazilian importer of recordThe Brazilian buyerNoSellers who only need product to reach buyers
Importação por conta e ordemThe adquirente (art. 72, sole ¶)Only if you are the adquirenteBrazilian buyers using a trading’s habilitation
Importação por encomendaThe trading (art. 72, I)NoForeign sellers who want to remain exporters
Foreign-owned CNPJ as importerYour foreign entityYesBrand control at the border, direct distribution
Brazilian subsidiaryThe subsidiaryNo (local CNPJ)Local sales, employees, ongoing inventory

What do foreign companies get wrong?

“We’ll just use a trading and it’s off our books.” Only in por encomenda, or in conta e ordem where a Brazilian party is the adquirente. If you are the adquirente, art. 72’s sole paragraph puts the tax on you.

“A foreign company can’t be the importer.” It can. IN RFB nº 1.984/2020, art. 4º, §2º, III expressly lists empresas domiciliadas no exterior among entities that may act as declarantes de mercadorias. Being foreign is not disqualifying — acting alone is.

“Our director will get the digital certificate remotely.” Foreign documents are accepted (IN ITI nº 36/2026, art. 8º, I), but art. 10 requires a biometric match against four Brazilian identity databases (art. 5º), and art. 9º, II closes the fully automated remote channels to applicants with no biometric record. The certificate goes to your Brazilian procurador, on a public-instrument power of attorney with a certidão under 90 days old (art. 7º, I, “b”; art. 11).

“We’ll deal with it when the rates go up.” The DUIMP becomes systemically mandatory for IBS/CBS on 1 January 2027 (Ato Conjunto RFB/CGIBS nº 4, of 30 July 2026). The structure takes months. The window is 2026.

How do we work on this?

  1. Liability mapping. We read your actual contracts and Incoterms against art. 72 and tell you who the importer of record is today — often not who you assumed.
  2. Structure selection. We model the five options against your control needs, volume, inventory plans and margin, and recommend one.
  3. Build. CNPJ via evento 107 with apostilled documents and sworn translations; appointment of the Brazil-domiciled procurador with correctly scoped powers; RADAR/Siscomex habilitation; user credentialing.
  4. Systems access. e-CPF and e-CNPJ sequencing, or Autorizações de Acesso inside e-CAC — noting that only DCTFWeb, EFD-Reinf and PER/DCOMP Web still legally require a certificate for legal entities.
  5. Commercial follow-through. Landed-cost rebuild against the art. 69 base and the art. 71 rate, plus revision of gross-up, pass-through and indemnity clauses that assumed the old allocation.

For the full legal analysis behind this page, see our guide on how foreign companies pay Brazil’s import CBS and IBS, and its Portuguese version. For the broader compliance picture, see Brazil’s CBS/IBS tax reform for foreign companies. For the surrounding regulatory framework, see foreign trade and regulatory compliance and foreign investment in Brazil.

Talk to us

If you ship goods to Brazil, the structural decision is worth making before the container, not after. Book a consultation to have your import structure mapped against the CBS/IBS regime.

This page is informational and educational, in line with Provimento nº 205/2021 of the Brazilian Bar Association. It is not legal advice, does not refer to any specific case, and does not guarantee any result. The consumption-tax reform is still being regulated and the import-specific joint acts of the RFB and CGIBS referenced in Decreto nº 12.955/2026 were pending when this was written. Each situation requires individual analysis by a licensed attorney.

Frequently Asked Questions

Who is the importer of record for CBS and IBS purposes in Brazil?
Under LC 214/2025, art. 72, I, the taxpayer is the importador — any person or entity without legal personality that promotes the entry of material goods of foreign origin into national territory. Art. 63 confirms the taxes apply whether or not the importer is registered in the regular regime and whatever the purpose of the import. The critical exception is art. 72's sole paragraph: in an importação por conta e ordem de terceiro, the party that promotes the entry is the adquirente dos bens no exterior, meaning the party that acquired the goods abroad. The trading company that registers the declaration in its own name is a joint debtor under art. 74, I, not the taxpayer.
Can a company domiciled abroad be habilitated in RADAR and import into Brazil?
Yes. IN RFB nº 1.984/2020, art. 4º, §2º, III, expressly extends the rules applicable to private legal entities to empresas domiciliadas no exterior, which are therefore contemplated as declarantes de mercadorias. What the foreign entity cannot do is act by itself: IN RFB nº 2.119/2022, art. 6º, §1º, requires its CNPJ representative to be a procurador or legal representative constituted and domiciled in Brazil with powers to administer the entity's assets and rights in the country and represent it before the Receita Federal, and IN RFB nº 1.984/2020, art. 5º, §2º, makes that CNPJ representative the primary responsible person for acts in the foreign-trade systems.
Do we need a Brazilian subsidiary, or is a foreign-owned CNPJ enough?
Both are workable and the choice is fact-specific. A foreign-owned CNPJ with RADAR habilitation lets the foreign entity itself be importer of record without incorporating, which suits brand control at the border and direct distribution models. A Brazilian subsidiary generates input credits under the non-cumulative regime, removes every foreign-identity friction in the certificate chain, and is usually preferable where there will be local sales, employees, or ongoing inventory. The trade-off is setup cost and permanent corporate and tax compliance.
What does the digital certificate requirement mean for our foreign directors?
Foreign identity documents are accepted — IN ITI nº 36/2026, art. 8º, I, admits the Carteira Nacional de Estrangeiro for a foreigner domiciled in Brazil and a passport for one who is not. The obstacle is art. 10, which requires biometric matching against the four Bases Oficiais Nacionais listed in art. 5º: the CIN, the TSE's ICN, the Senatran CNH database, and the civil-identification IPD. A director with no Brazilian identity record has nothing to match against. For a company certificate, art. 7º, I, 'b' admits a public-instrument power of attorney with specific ICP-Brasil powers and a certidão issued within the preceding 90 days, and art. 11 designates that procurador as the private-key holder.
When does the new import regime become operationally binding?
1 January 2027. Under Ato Conjunto RFB/CGIBS nº 4, of 30 July 2026, the DUIMP becomes systemically mandatory for IBS and CBS purposes on that date, and CBS reaches its full rate in 2027 as PIS and Cofins are extinguished. Through 2026 the rates are symbolic — IBS at 0.1% under art. 343 and CBS at 0.9% under art. 346 — and art. 348, §1º waives collection for taxpayers who meet their accessory obligations. The penalty tolerance for those accessory obligations ended on 1 August 2026.
How is the CBS/IBS base calculated on an import?
LC 214/2025, art. 69 sets the base as the customs value plus the Import Duty, the Imposto Seletivo, the Siscomex fee, the AFRMM, Cide-Combustíveis where applicable, antidumping duties, countervailing duties, safeguard measures, and any other taxes or charges levied on the goods up to their release. Art. 69, §2º excludes IPI, ICMS and ISS. Art. 71 makes the import rate equal to the rate on a domestic acquisition of the same good, and art. 70 fixes conversion at the exchange rate used for the Import Duty with no subsequent adjustment for currency movement. This is a materially different base from the former PIS/Cofins-Importação computation.

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