Brazil · Outbound Direct Investment (ODI)

Chinese investment into Brazil is primarily governed by the filing (record-filing) regime: Brazil is a non-sensitive country and general sectors are non-sensitive, so after internal resolutions the onshore entity files separately with the NDRC (Order No. 11) and MOFCOM (Order No. 3), then uses the Enterprise Outbound Investment Certificate to complete outbound direct investment FX registration at a bank, after which funds may be lawfully remitted and the Brazilian company registered (see incorporation card). Projects with Chinese investment of USD 300 million or more go to the national NDRC; below that, provincial NDRC filing applies. Although China and Brazil signed a BIT in 1994, it was never ratified by the Brazilian Congress and has not entered into force; the bilateral tax treaty (DTT, signed 1991; the 2022 Protocol entered into force on 2025-06-14 and applies from 2026-01-01) caps dividend withholding tax at 15%, which can optimise the tax burden.

Key points

Brazil is a non-sensitive country and general manufacturing/trading are non-sensitive sectors, so the filing regime applies rather than approval.
Three gates: NDRC filing (Order No. 11) + MOFCOM filing (Order No. 3) + bank FX registration (outbound direct investment FX registration).
Amount threshold: Chinese investment of USD 300 million or more goes to the national NDRC; below USD 300 million, provincial NDRC filing.
The outbound investment certificate and FX registration are prerequisites for lawful outward remittance and later profit repatriation.
The China-Brazil BIT (1994) was not ratified by the Brazilian Congress and is not in force; investment protection relies mainly on domestic law and the DTT.
The 2022 Protocol to the China-Brazil DTT entered into force on 2025-06-14 and applies from 2026-01-01, capping dividend withholding tax at 15%, with preferential caps also for royalties and interest.

Procedure

The onshore enterprise makes the outbound investment decision and adopts a shareholders'/board resolution specifying the investment path, amount and Brazilian entity.
Submit the outbound investment project filing form and feasibility study to the provincial NDRC (national NDRC if USD 300 million or more) and obtain the Outbound Investment Project Filing Notice.
Submit the application to the provincial commerce authority and obtain the Enterprise Outbound Investment Certificate (Order No. 3).
Complete outbound direct investment FX registration at a qualified bank, open a dedicated outbound investment account and obtain the FX registration certificate.
Remit funds to Brazil in compliance, complete local company registration (incorporation card) and foreign capital SCE-IED registration (banking card).
After completion, submit monthly/annual reports via MOFCOM's unified business system platform, and re-file promptly upon material changes.

Hard requirements

The onshore investor is lawfully established with good credit standing, adequate financial strength and a genuine outbound investment background.
Submit the outbound investment project filing form, feasibility study, investment agreement/draft articles, board resolution, etc.
The project must not fall in a sensitive sector or sensitive country (Brazil is generally not on sensitive lists, but defence, media, etc. require specific verification).
The outbound investment must not circumvent onshore regulation or involve sham investment, round-tripping or other violations.
FX registration and outward remittance may only proceed after the commerce authority's outbound investment filing and certificate are obtained.
Landing in Brazil must simultaneously satisfy local foreign investment access and sector licensing (qualification card).

Costs

Government filing/registration fees: essentially free (no filing fee is charged on the China side).Legal services and due diligence: approx. CNY 50,000–300,000 (depending on deal size).Brazilian local registration, translation and notarisation: approx. R$5,000–R$20,000 (see incorporation card).Bank FX registration and cross-border remittance charges: per bank tariff, usually low.⏱ ⏱ Timeline：China-side filings usually take 1–2 months (NDRC and MOFCOM preparation can run in parallel, each review approx. 7–20 working days); bank FX registration approx. 1–2 weeks; combined with Brazilian registration, 3–5 months overall.

⚠ Common risks

Remitting funds before filing/FX registration constitutes non-compliant cross-border investment, exposing the investor to FX penalties and inability to repatriate funds.
Packaging a sensitive sector (e.g. defence, core media) as a non-sensitive filing, leading to rejection or subsequent liability.
Discovering sector restrictions only after landing in Brazil (e.g. telecom/media/insurance require licences), defeating the investment purpose.
Wrongly believing the China-Brazil BIT is in force and failing when invoking BIT protection in a dispute.
Ignoring the DTT benefit conditions (beneficial ownership, etc.) and having the preferential rate denied by the Brazilian tax authority.
Failing to complete Brazilian SCE-IED foreign capital registration, obstructing profit and dividend repatriation.

Handbook

📘 Step-by-Step Handbook (with owner / timeline / cost / penalties)

Applies to：All Chinese investors making greenfield investments, acquisitions, or establishing subsidiaries/branches in Brazil through an onshore Chinese entity; applicable to general non-sensitive sectors under the filing regime.

Prerequisites

The onshore investor is established with compliant operations/finances, genuine investment capability and evidence of the source of funds.
The Brazilian target or entity to be established, the investment amount and the path (direct/indirect shareholding) are determined.
Preliminary assessment of sector and country sensitivity (Brazil is generally non-sensitive; specific sectors require separate verification).

Step	Action	Owner	Timeline	Cost	Official form / system	Notes & penalties
1	Internal decision-making and feasibility analysis The onshore enterprise adopts a board/shareholders' resolution and prepares an outbound investment feasibility study specifying the purpose, amount, path and Brazilian entity arrangement.	Onshore investor	1–2 weeks	Internal / advisory fee	Resolution + feasibility study	Retain evidence of source of funds and genuineness for FX and subsequent verification. Penalty：An untrue background leads to filing rejection and subsequent FX control risk.
2	NDRC outbound investment filing (Order No. 11) Submit the Outbound Investment Project Filing Form together with the feasibility study, agreements and other materials via the national outbound investment management and service online system; USD 300 million or more goes to the national NDRC, below that to the provincial NDRC.	Onshore investor / provincial or national NDRC	7–20 working days	Free	Filing form (online submission)	The filing regime applies to non-sensitive projects; sensitive projects require approval via a different path. Penalty：Remitting before filing is treated as a violation and may result in rectification orders and penalties.
3	MOFCOM outbound investment filing (Order No. 3) Submit the application via MOFCOM's unified business system platform and obtain the Enterprise Outbound Investment Certificate; preparation can run in parallel with the NDRC filing.	Onshore investor / provincial commerce authority	7–15 working days	Free	Outbound investment application form + certificate	The certificate is a mandatory document for bank FX registration and subsequent administration. Penalty：Without the certificate, the bank will refuse to process FX registration.
4	Outbound direct investment FX registration at a bank Using the investment certificate, NDRC notice and other documents, complete outbound direct investment FX registration at a qualified bank, open a dedicated outbound investment account and obtain the registration certificate.	Handling bank / onshore entity	3–10 working days	Bank charges (low)	FX registration certificate (issued by the bank)	Investment funds may only be lawfully remitted after registration; retain the certificate for profit repatriation. Penalty：Remitting without registration constitutes evasion of FX control, punishable by fines and restrictions on cross-border business.
5	Fund remittance and landing in Brazil Remit funds to Brazil in the registered amount, complete local company registration (incorporation card) and Central Bank of Brazil SCE-IED foreign capital registration (banking card).	Onshore entity / Brazilian agent	2–4 months (including registration)	See incorporation card	CNPJ + NIRE + SCE-IED	The nature of the investment funds must match the filing to avoid suspicion of round-tripping or sham investment. Penalty：Use of funds inconsistent with the filing triggers FX and tax investigations.
6	Post-completion reporting and annual returns Submit outbound investment monthly/annual reports via the MOFCOM platform; re-file or report promptly upon material changes (capital increase, equity transfer, liquidation).	Onshore investor	Ongoing	Free	Annual report (system)	Late reporting may affect filing credit standing for future projects. Penalty：Omitted or concealed reporting may result in inclusion on the abnormality list and affect future ODI.

✅ Self-check list

⚠ Common pitfalls

Filing a sensitive sector as non-sensitive.影响：Filing rejected or subsequent liability; funds blocked.规避：Verify sensitivity in advance with NDRC/commerce authorities for defence, media, cross-border data, etc.

Remitting funds first and filing afterwards.影响：Constitutes non-compliant cross-border investment; fines and difficult repatriation.规避：Strictly file/register before remitting.

Assuming the China-Brazil BIT is in force.影响：Unable to invoke BIT protection in a dispute.规避：Rely on Brazilian domestic law plus the DTT; treat the BIT only as a potential future expectation.

DTT benefits denied (beneficial ownership test).影响：The 15% cap on dividend/interest withholding tax is unavailable.规避：Ensure the intermediate holding structure and commercial substance meet beneficial ownership requirements.

No SCE-IED registration upon landing in Brazil.影响：Profit repatriation obstructed and compliance evidence lacking.规避：Complete Central Bank of Brazil foreign capital registration before inward remittance (banking card).

📅 Ongoing post-incorporation obligations

Submit outbound investment annual/monthly reports via the MOFCOM platform on time.
Upon material changes to the Brazilian entity (capital increase, equity transfer, liquidation), update the onshore filings and Brazilian registrations accordingly.
When repatriating profits, use the Brazilian tax payment evidence and SCE-IED registration to complete onshore FX income declarations.

🔗 Official portals

National Development and Reform Commission (Outbound Investment Order No. 11)Ministry of Commerce (Outbound Investment Order No. 3 / unified business system platform)State Administration of Foreign Exchange

📎 Source：National Development and Reform Commission (Measures for the Administration of Outbound Investment, Order No. 11); Ministry of Commerce (Measures for the Administration of Outbound Investment, Order No. 3); State Administration of Foreign Exchange / handling bank

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