Three ways to structure a Brazil market entry
Own entity, a distributor holding the storefront, or a cross-border shipment under Remessa Conforme. Each is a real, working structure; none of them is free of a real cost in control, speed or exposure.
The short answer
Three structures cover most market entries: your own Brazilian entity as importer and seller of record, a local distributor that holds the storefront on your behalf, and cross-border shipment under Remessa Conforme with no Brazilian entity at all. Each is real and working; none is free of a cost. Three facts frame the choice regardless of which product or category: Simples Nacional is closed to any company with foreign participation, the platform is never the importer of record, and LC 214/2025 makes cross-border requirements tighten rather than loosen over time.
Option A: your own entity
An Ltda with its own CNPJ is importer of record and seller of record at once, and it is the only structure that qualifies for every platform's full fulfilment programme without a partner in between.
| Layer | Requirement |
|---|---|
| Form | Ltda with CNPJ |
| Partner | A foreign company or non-resident individuals; the foreign partner obtains a CPF |
| Administrator | A non-resident is allowed under Lei 14.195/2021, conditioned on a resident representative with powers to receive service of process for at least three years after the term ends. See company formation for the two separate powers of attorney a foreign legal-entity founder needs |
| Tax regime | Lucro Presumido or Lucro Real |
| State registration | Inscrição estadual, required for Full and FBA fulfilment |
| Foreign trade | RADAR/Siscomex habilitação, assigned automatically from estimated financial capacity, not declared volume; RioComex needs the Ilimitada modality specifically |
| Digital signature | Certificado digital A1 tied to the CNPJ, required both to sell on Mercado Livre and to issue NF-e |
| Health regulator | AFE from ANVISA for cosmetics and hygiene categories; product regularisation before listing, not in parallel |
| Fiscal documents | NF-e de venda per sale; NF-e de remessa (CFOP 5.905/6.905) for stock transfers, at cost value |
| Bank account | A Brazilian account in reais; on Shopee the account holder has to match the seller's CNPJ |
This structure gives full control of listing, pricing, rating and sales data, and an economics that does not depend on Remessa Conforme's thresholds. It costs the longest entry timeline and the fullest ongoing compliance load, and the resident representative is a precondition of the project from day one, not a detail to sort out later.
State choice is the largest controllable lever inside this option. São Paulo removed ICMS-ST for cosmetics and perfumery from 1 April 2026 (Portaria SRE 94/2025), charges 25% on cosmetics on import with shampoo and deodorant carved out at 18%, and is where FBA's own warehouses sit, so an inscrição estadual there is frequently needed regardless of where you clear customs. Rio de Janeiro charges 18% on import generally and 39% on the same cosmetics band, but its RioComex regime can bring qualifying imports down to an effective 4% burden; see RioComex for the entry conditions. Goiás charges 19% generally, 21% on cosmetics. A worked comparison, taxes only, no AFRMM, for a face cream: São Paulo 2.04 times CIF, Rio de Janeiro 2.51 at the standard rate, Goiás 1.93. Full detail on ICMS by state.
Other regulated categories run on their own timelines: food supplements follow the ANVISA food track, with AFE not listed as mandatory and no sourced timeline; confectionery follows the same food track, with Portuguese labelling, composition and allergen rules, again no sourced timeline; fish runs through MAPA/DIPOA with an LPCO per shipment and no ANVISA involvement; fasteners and equipment run an INMETRO check by product group, timeline not sourced.
Option B: a local distributor holds the storefront
Here the Brazilian partner is importer of record and seller of record; the foreign brand, or its agent, handles content, listings, traffic, rating and coordination. This needs a distributor with an active CNPJ, inscrição estadual, RADAR and AFE in the right categories, and a contract that fixes retail price control, rights to the brand's content, access to per-SKU sales data, and a ban on the distributor carrying a competing line. Because ANVISA regularisation sits in the distributor's own name under this structure, exit terms have to be in the contract from the start; see distributor agreement for the clause framework.
It gets to a first sale faster than forming an entity, though no sourced timeline exists to put a specific figure on that gap, at zero capital committed to an entity, with compliance and LC 214/2025 risk sitting on the partner's side. What it costs is incomplete control of price and data, and, on a break-up, the storefront, the rating history and the ANVISA registration all stay with the partner unless the contract says otherwise. What a pilot under this structure buys you, beyond the sales themselves, is real shelf price, real listing conversion, a real return pattern and real logistics lead times, the four inputs that actually decide whether option A is worth the investment.
Option C: cross-border under Remessa Conforme
Here the goods are never nationalised; they travel as parcels under the programme.
| Value of parcel | Inside Remessa Conforme | Outside it |
|---|---|---|
| USD 0.01-50 | 0% import duty | 60% |
| USD 50.01-3,000 | 60% minus a USD 30 deduction | 60%, no deduction |
Lei 15.502/2026, converting the Medida Provisória that first zeroed the low-value rate, gives the Finance Minister discretion to cut the rate further, to as low as 30% for parcels up to USD 3,000; as of 23-24 September 2026 no such act exists, so the table above is what is actually in force. Sources reported for the Senate-approved text include, but were not independently re-verified against the law itself: zero import duty on medicines with no Brazilian equivalent bought for personal use to treat rare diseases; mandatory quarterly compliance reporting by platforms; monitoring for undervaluation and artificial splitting of shipments; and a Finance Ministry assessment every six months of the effect on jobs, prices and domestic industry, run separately for textiles, clothing, footwear, toys and cosmetics.
Of the three major platforms, only Mercado Libre Global Selling is a realistic candidate for this route; Shopee's cross-border feature runs outbound from Brazil, not in, and no open inbound programme was found on Amazon Brasil. Three structural weaknesses apply regardless of platform: the average ticket is squeezed by the USD 50 threshold, the rate is not fixed and carries a built-in review mechanism, and LC 214/2025 article 22 puts the platform on the hook for tax in the foreign supplier's place, which pushes requirements to tighten rather than loosen.
Which one to pick
For a brand with real conviction in the Brazilian market, option A is the target structure, with option B used as a one- or two-SKU pilot to confirm demand and price before the entity is formed, not after. Option C is not a basis for an ongoing storefront; use it, if at all, as a narrow test alongside a real structure, not instead of one. The logic runs the same direction each time: form the entity once demand is confirmed, not in hope of confirming it.
Sources
- Structural facts (Simples exclusion, platform not importer of record, LC 214/2025 platform liability): see selling on marketplaces and company formation for full sourcing.
- State ICMS comparison: ICMS by state; Portaria SRE 94/2025 for the São Paulo ICMS-ST removal, confirmed against the primary text.
- RioComex: RioComex, confirmed against Lei RJ 11.192/2026 directly.
- Remessa Conforme rates and status: Lei 15.502/2026, current status confirmed as of 23-24 September 2026; further Senate-text detail (medicine exemption, quarterly reporting, sector-specific review) reached through Senado Notícias and Agência Brasil reporting, not independently checked against the enacted text.
Facts verified 23-24 September 2026, structural research dated 9 September 2026. Do not treat the Remessa Conforme rate as fixed; the minister holds discretion to change it and has not yet used it.
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Frequently asked questions
What decides which of the three structures fits?
Three facts frame the choice regardless of product: Simples Nacional is closed to any foreign participation, so you model Lucro Presumido or Lucro Real from the first SKU whichever structure you pick; the platform is never the importer of record, so fulfilment always needs a Brazilian CNPJ somewhere in the chain; and LC 214/2025 makes a platform liable for IBS/CBS in place of a foreign supplier, so cross-border requirements will tighten over time, not loosen.
Which state should an own-entity structure clear through?
It depends on the product and where you plan to fulfil from. São Paulo removed ICMS-ST for cosmetics from 1 April 2026 and its FBA warehouses sit there, so an inscrição estadual there is often needed anyway; Rio de Janeiro's RioComex regime can bring cosmetics down to a 4% effective ICMS burden if the specific code qualifies. See ICMS by state and RioComex for the full rate comparison.
Is a distributor pilot actually faster than forming an entity?
It is generally faster to a first sale, but no sourced timeline exists comparing the two in weeks or months, and this page does not invent one. What a distributor pilot gives you that an entity does not, before you commit further, is a real shelf price, a real listing conversion rate, a real return pattern and real logistics lead times, the four inputs that actually decide whether to move to your own entity.
Should I use cross-border shipping as my main channel?
Not as the basis of an ongoing storefront. Shopee has no inbound cross-border route at all, Amazon Brasil has no open one, and Mercado Libre Global Selling's terms and seller jurisdiction requirements sit behind login. The average ticket is squeezed by the current Remessa Conforme thresholds, the rate itself is not fixed by statute (the minister can cut it further, and has not yet), and LC 214/2025 puts the compliance burden on the platform in a way that will tighten cross-border requirements over time.
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