A foreign company that has an unpaid invoice, breached contract, commercial dispute or other claim against a Brazilian company may need to take legal action in Brazil.
One of the first questions foreign businesses frequently face is whether they must open a Brazilian company, obtain a local subsidiary or establish an office in Brazil before filing a lawsuit.
In many cases, the answer is no.
A foreign company may be able to pursue its rights before Brazilian courts without incorporating a Brazilian subsidiary merely for the purpose of bringing a claim.
However, jurisdiction, corporate documentation, legal representation, powers of attorney, translation requirements and the nature of the claim must all be reviewed before proceedings begin.
When Brazilian courts may have jurisdiction
Whether a dispute can be brought before a Brazilian court depends first on jurisdiction.
Under Article 21 of the Brazilian Code of Civil Procedure, Brazilian courts have jurisdiction, among other situations, when:
- the defendant is domiciled in Brazil;
- the obligation must be performed in Brazil; or
- the claim arises from a fact or act that occurred in Brazil.
The Code also recognizes Brazilian jurisdiction when the parties expressly or tacitly submit to Brazilian courts.
This means that a foreign creditor does not automatically lose access to Brazilian courts simply because it has no company, employees or office in Brazil.
For example, a foreign business may have supplied goods to a Brazilian importer, provided services to a Brazilian company, appointed a Brazilian distributor or entered into another commercial arrangement with a counterparty located in Brazil.
If a dispute subsequently arises, Brazilian courts may have jurisdiction depending on the contractual terms and circumstances of the transaction.
Does the foreign company need to open a Brazilian subsidiary?
Generally, incorporating a Brazilian company is not a prerequisite merely to pursue a claim against a Brazilian debtor or contractual counterparty.
Opening a subsidiary and bringing a lawsuit are legally different matters.
A foreign company may have legal rights arising from a commercial transaction even though it has never maintained a permanent business establishment in Brazil.
The appropriate procedural structure will depend on the case, but a company should not assume that it must establish an entire Brazilian operation simply because it needs to recover money or enforce contractual rights.
Foreign businesses facing unpaid commercial obligations may also review the firm’s guidance regarding debt recovery in Brazil for foreign companies.
Is a Brazilian CNPJ required to file a lawsuit?
The question of a CNPJ should be distinguished from the question of whether a Brazilian subsidiary must be incorporated.
A CNPJ is a Brazilian federal taxpayer and entity registration identifier. Depending on the foreign company’s activities, investments, registrations or transactions in Brazil, separate registration requirements may arise.
Those requirements are not necessarily the same as the procedural requirements for bringing a commercial claim before a Brazilian court.
For litigation purposes, the central issues generally involve establishing the foreign company’s legal existence, confirming who has authority to represent it and granting appropriate powers to Brazilian counsel.
The specific registration requirements should therefore be reviewed in light of the foreign entity’s activities and the type of proceeding involved.
A Brazilian lawyer will normally be required
Under Article 103 of the Brazilian Code of Civil Procedure, parties are represented in court by lawyers regularly registered with the Brazilian Bar Association — Ordem dos Advogados do Brasil, or OAB.
A foreign company can normally retain Brazilian counsel remotely.
Its directors do not generally need to travel to Brazil simply to appoint counsel.
The relationship can usually be structured through a power of attorney together with documents demonstrating the company’s existence and the authority of the person executing the power of attorney.
Companies unfamiliar with this process may review the practical guidance on how to hire a lawyer in Brazil from abroad and legal representation in Brazil.
Which corporate documents may be required?
The exact documents depend on the jurisdiction where the company was incorporated and the proceeding in Brazil.
Brazilian counsel will normally need sufficient documentation to establish matters such as the existence of the foreign entity, its registered name, its corporate status and the authority of the person granting the power of attorney.
Depending on the case, relevant documents may include certificates of incorporation, commercial registry extracts, articles or bylaws, certificates identifying directors or authorized officers, board resolutions and powers of attorney.
The required documents should be identified before litigation begins because deficiencies in representation may cause procedural delays.
Foreign documents may require apostille and translation
Documents issued outside Brazil frequently require formal treatment before they can be filed in Brazilian proceedings.
Where the country of origin participates in the Hague Apostille Convention, applicable public documents may need to be apostilled.
Brazilian procedural law also imposes language requirements.
Article 192 of the Brazilian Code of Civil Procedure establishes that Portuguese must be used in procedural acts and that documents written in another language may only be filed when accompanied by a Portuguese version produced through the legally accepted channels, including a sworn translation.
The Brazilian National Council of Justice also explains that foreign documents intended to produce effects in Brazil may require the applicable apostille and sworn translation formalities.
Preparing these documents at the beginning of the case can prevent avoidable procedural problems later.
What happens if the Brazilian company owes an unpaid invoice?
An unpaid invoice does not automatically determine which type of lawsuit should be filed.
Brazilian counsel must first evaluate the complete evidence.
Relevant material may include the underlying contract, invoice, purchase order, shipping documents, proof of delivery, emails, messages, payment history, acknowledgment of the debt and any settlement negotiations.
Depending on the documentation, the creditor may have access to different procedural routes.
A document that qualifies as an enforceable instrument may permit enforcement proceedings.
Written evidence that does not constitute an enforceable instrument may potentially support a monitoring action.
Other situations may require an ordinary collection or breach-of-contract lawsuit.
Further information is available in the firm’s article on how to enforce a contract in Brazil.
The dispute-resolution clause must be checked first
Before filing proceedings, the contract should be reviewed for provisions concerning applicable law, jurisdiction and arbitration.
An exclusive foreign jurisdiction clause may affect the ability to litigate the dispute in Brazil.
Article 25 of the Brazilian Code of Civil Procedure provides rules regarding exclusive foreign jurisdiction clauses in international contracts when invoked by the defendant.
An arbitration clause can create a different procedural path entirely.
For that reason, the fact that the debtor is located in Brazil does not by itself mean that filing an ordinary lawsuit before a Brazilian court is automatically the correct strategy.
The contract and the circumstances of the transaction must be reviewed together.
Can a foreign company enforce a contract signed outside Brazil?
Potentially, yes.
The fact that a contract was executed outside Brazil does not necessarily prevent it from being used in Brazilian proceedings.
The legal analysis will normally consider the governing law, jurisdiction clause, signatures, enforceability requirements, evidence of performance and the procedural route contemplated in Brazil.
The underlying transaction must also be reviewed.
A contract involving international sale of goods, technology, distribution, consulting services, logistics or other cross-border transactions may involve additional regulatory or evidentiary issues.
Security for court costs may need to be considered
Foreign claimants should also be aware of Article 83 of the Brazilian Code of Civil Procedure.
As a general rule, an author residing outside Brazil who does not own sufficient real estate in Brazil may be required to provide security for court costs and opposing counsel’s fees.
The Code itself provides exceptions, including circumstances involving applicable international agreements and proceedings for enforcement based on an extrajudicial enforceable instrument or enforcement of a judgment.
The issue is technical and should be examined in the context of the particular foreign company and type of claim.
Brazilian Superior Court of Justice precedents have also examined circumstances in which a foreign company properly represented in Brazil was not required to provide such security.
This is one reason why the procedural structure should be evaluated before proceedings are filed rather than after the claim has already started.
Representation of foreign companies requires clear authority
Brazilian courts also pay close attention to whether a person or company presented as the representative of a foreign entity actually has authority to act on its behalf.
In June 2026, the Brazilian Superior Court of Justice addressed the validity of service on a foreign company and held that a Brazilian company could not be presumed to represent the foreign entity merely because of a commercial relationship or apparent connection between them.
The court required concrete evidence of representative authority.
Although that case concerned service of process on a foreign defendant, the decision reinforces a broader practical point in international litigation: corporate representation should be properly documented rather than assumed.
For a foreign company bringing a claim, the power of attorney and corporate documents should therefore clearly establish who may legally act for the company.
Should the company send a legal notice before suing?
Litigation is not always the first measure.
A formal legal notice may be appropriate when the objective is to demand payment, document default, request contractual performance or establish a structured basis for negotiation.
In some matters, the contract itself may require notice before termination or litigation.
In others, immediate judicial action may be strategically preferable, particularly where limitation periods, dissipation of assets or other legal risks exist.
The decision should therefore be based on the documents and the circumstances rather than on a standard collection sequence.
The debtor’s assets also matter
Winning a lawsuit and recovering money are not necessarily the same thing.
Before investing in litigation, a foreign creditor should consider whether the Brazilian debtor appears to have assets capable of satisfying the claim.
Corporate status, insolvency indicators, existing litigation, judicial reorganization proceedings and available assets may materially affect the commercial viability of legal action.
For that reason, a realistic debt-recovery analysis should consider both legal enforceability and practical recoverability.
The dedicated page on debt recovery in Brazil for foreign companies explains this distinction in greater detail.
When should a foreign company seek legal advice in Brazil?
Legal review becomes particularly important when payment negotiations have failed, contractual deadlines are approaching, the counterparty disputes liability, significant amounts are involved, evidence needs to be preserved or the debtor may be experiencing financial difficulties.
Early analysis can also determine whether Brazilian jurisdiction is available and whether litigation, negotiation, arbitration or another procedure should be considered.
Waiting too long may create problems involving limitation periods, evidence, corporate changes or asset dissipation.
Legal support for foreign companies with disputes in Brazil
Willian Nunes Advogados assists foreign companies dealing with Brazilian counterparties in matters involving debt collection, contractual defaults, commercial disputes, legal notices and judicial proceedings.
The legal analysis may include review of the contract and evidence, jurisdiction, procedural strategy, foreign corporate documents, power of attorney requirements, formal notices, negotiations and representation before Brazilian courts.
Foreign companies with an existing dispute involving Brazil may submit the relevant information and documents through the contact page for international clients.
Each matter requires an individual legal assessment based on the parties, contractual documents, available evidence, applicable jurisdiction, procedural requirements, limitation periods and the financial circumstances of the Brazilian counterparty.
No particular result can be predicted or guaranteed before those elements are reviewed.