10 Things Brazilian Businesses Should Know Before Expanding to the U.S.

Brazilian companies — from Embraer and Gerdau to São Paulo fintechs like Nubank — have successfully made the crossing into the U.S. market. Here are ten things to get right early, drawn from our free guide, New Ground: U.S. Law Essentials for Brazilian Businesses.

There's no single U.S. company law. Unlike Brazil's national Código Civil and Lei das Sociedades por Ações, each of the fifty states has its own corporate law. Most companies raising outside capital still choose to incorporate in Delaware.
Choose a subsidiary, not a branch. A branch office is simpler to set up, but it exposes your entire Brazilian company to U.S. liability. A subsidiary creates a legal wall between the U.S. operation and the Brazilian parent — worth the added complexity in almost every case.
U.S. employment is "at-will" — Brazil's CLT is not. In most states, an employer can end employment at any time for any legal reason, with none of the statutory severance, aviso prévio, or FGTS entitlements the CLT requires. The tradeoff: U.S. discrimination lawsuits are litigated in court, often before juries, with damages that can surprise Brazilian employers.
Never ask about age, marital status, or family plans in an interview. These are standard questions in many countries but create real legal risk under U.S. anti-discrimination law — even when asked with no discriminatory intent.
The contract is the deal — not a starting point. American courts apply the parol evidence rule: once you sign a complete written contract, prior conversations generally don't count. Put everything in writing before you sign, unlike the more flexible, good-faith-oriented approach common in Brazilian contract practice.
Your Brazilian IP registration doesn't protect you here. INPI registration has no automatic effect in the U.S. Separate USPTO trademark and patent filings are necessary, and U.S. trademark priority runs from first use in commerce, not first-to-file.
The FCPA follows you globally. If your company has any U.S. connection — even just a bank account — the Foreign Corrupt Practices Act's anti-bribery rules apply to your worldwide operations, not just U.S. activity.
There is no U.S.–Brazil income tax treaty. Unlike investors from many other large economies, Brazilian parent companies generally can't rely on a bilateral treaty to reduce the standard 30% U.S. withholding tax on dividends. Plan the structure with tax counsel before you invest, not after.
The E-2 investor visa is not available to Brazilian citizens — Brazil doesn't have a qualifying treaty of commerce with the U.S. The realistic pathways are the L-1 intracompany transfer, EB-5 investment, or (in the right cases) the O-1. A second passport from an E-2 treaty country, such as Portugal or Italy, can reopen that door for some founders.
Start immigration and tax planning early. Visa categories and transfer-pricing documentation take months to set up properly. The companies that succeed treat the U.S. expansion checklist as a first step, not an afterthought.

This is general information, not legal advice for your specific situation. The full guide covers each of these topics in more depth — download it free, or reach out directly to talk through how it applies to your business.