Nikita Veremeev
05.03.2026 | 6 min read
Updated: 05.03.2026
Since 2016 I have been leading
COREDO as a company whose DNA includes international company registration, licensing of financial services, AML consulting and comprehensive business support. We meet clients’ needs in the EU, the Czech Republic, Slovakia, Cyprus, Estonia, the United Kingdom, Singapore and Dubai. Over these years the COREDO team has implemented dozens of projects for entering new capital markets. And today I want to talk about Brazil – one of the most interesting and demanding jurisdictions for asset management and direct investments.
B3 and Brazil’s investment potential
Brazil: the largest market in Latin America with the deep exchange infrastructure of B3, active debt and derivatives segments, a strong agricultural sector and infrastructure construction. Investments in Brazil are attractive to foreigners because of the combination of scale, diversification and returns. But real access to this potential begins where CVM regulation, the requirements of the Banco Central do Brasil and the actual enforcement of compliance at the ANBIMA and COAF level converge. COREDO’s experience confirms: proper structuring at the outset saves months, and sometimes years.
Why Brazil Is in the Spotlight for Managers
Our experience at COREDO has shown that demand is driven by three clusters: private capital (private equity and venture via FIP and FIA), debt strategies (FIDC, debuts of mid-market issuers), and also real estate and infrastructure (FII and project SPVs). Brazilian macroeconomics is cyclical, but long-term trends — urbanization, agro-exports, logistics — provide a clear basis for assessing ROI. Indexation of rental and concession payments often involves the IPCA, and for commercial contracts IGP-M is encountered, which affects cash flows and covenants.
Currency risk in Brazil
Currency risk in Brazil is critical. The real (BRL) is volatile, and the cost of hedging changes with the DI curve and the dollar rate. For long-term portfolios we design a hedging strategy based on forwards, swaps and options, test it under stress scenarios and model VaR. The solution developed at COREDO links currency policy to the fund’s liquidity and redemption rules (redemption policy) to avoid a gap between the liquidity promised to investors and the ability to hedge.
Entry strategy from holding to fund
A sound structure determines taxes, access to capital and operating costs. In simple cases we use an onshore company in Brazil and a controlling holding in Europe, more often in Luxembourg, which is convenient for fund structures and the DTA network. In more flexible configurations we add
offshore jurisdictions (Cayman, BVI) for LP structures where appropriate based on investor profile and reporting.
Legal form of the special-purpose vehicle: Ltd. or S.A.
For investment projects, Sociedade Limitada (Ltda.) and Sociedade Anônima (S.A.) are generally suitable. Ltda. is easier to manage and fits SPVs and joint ventures when speed and control matter. S.A. is appropriate when attracting institutional investors, issuing securities and for more complex corporate governance. In COREDO projects we document corporate rights through an SHA (shareholders’ agreement), set up drag/tag-along, distribution rules, covenants, and also use escrow agreements and clear SPA mechanics on entry/exit.
For joint ventures (JV) with Brazilian partners I insist on transparent allocation of reserved matters and compliance obligations. Trust management contracts and powers of attorney (procuração) in Brazilian law require careful definition of the manager’s powers and the procedure for revocation. This reduces the risk of disputed interpretations and speeds up operational decisions.
Onshore vs offshore: CFC and DTA
Holding structures onshore vs offshore differ by taxation, reporting and by how banks and regulators perceive them. Tax planning for foreign investors in Brazil must take into account the double taxation agreement (DTA), controlled foreign company (CFC) rules in the investor’s country of residence and the risk of creating a permanent establishment (permanente estabelecimento, PE). We build into the model the allocation of functions, risks and assets between structure levels and document this in transfer pricing (preços de transferência) to reduce claims.
COREDO’s practice confirms that early checking against international CFC rules (for example, on a fund’s passive income) often changes the choice of holding country. We analyze taxation regimes for dividends, interest and capital gains, as well as conditions for repatriation of profits from Brazil, so that the final IRR reflects real cash flows after taxes and IOF.
Company registration in Brazil
Company registration in Brazil for a foreign manager begins with selecting an address, articles of association and appointing a local representative. CNPJ is required for the legal entity and CPF for authorized individuals. Foreign investments are registered in RDE-IED through the Banco Central do Brasil, which is critical for lawful repatriation of capital and dividends. The COREDO team assists with document preparation, apostille and their submission through electronic portals, synchronizing the process with opening bank accounts and choosing a custodian.
Access to the capital market: CVM, ANBIMA, B3
When navigating entry to the Brazilian capital market, it’s important to consider the requirements and functions of key institutions such as CVM, ANBIMA and B3. Below we explain step by step which legal, operational and registration actions a foreign manager will need to gain access and comply with local rules.
How a foreign manager can gain access to the Brazilian capital market
Access to the capital market runs through the Comissão de Valores Mobiliários (CVM). Registration of the manager with the CVM and Licensing and registration of managers of foreign funds in Brazil require proving organizational structure, risk management procedures, compliance and independent control. We prepare policies, descriptions of the investment process, a conflicts of interest matrix and DR plans, relying on ANBIMA standards.
Some strategies allow operating under an advisory model with a local licensee or a sub-advice structure. I suggest comparing models by total cost of ownership: registration timelines, staffing requirements, directors’ liability, as well as the effect on fund expenses and time-to-market.
Setting up a fund in Brazil
When setting up a fund in Brazil (fundos de investimento) the key choice is the legal wrapper: FIP for private equity, FIDC for securitization of receivables, FII for real estate, FIA for public equity. The fund type dictates requirements for diversification, NAV valuation, permissible assets and disclosure levels. We select an administrator, custodian, auditor and transfer agent, and also design the NAV calculation and CVM disclosure processes.
COREDO helps formulate a liquidity management policy and redemption policy if the structure is open. We link the calculation of management fee, performance fee and carried interest to the fund’s objectives and market practice. This helps to pass institutional LP questionnaires and comply with ANBIMA standards on transparency.
Custody and clearing through B3
How to organize custody and clearing through B3 is a practical question in the first month. We carry out Due Diligence of custodial banks, assessing their experience with foreign managers, reporting functionality, SLAs for corporate events and real-time monitoring capabilities. B3’s clearing infrastructure and settlement systems set operational windows; this affects cut-offs for orders, the handling of corporate actions and voting procedures.
The selection and responsibilities of custodian banks in Brazil are regulated in detail. The solution developed at COREDO combines vendor controls, a checklist of CVM and ANBIMA requirements and resiliency scenarios to reduce operational risk.
Compliance and AML in Brazil
In the context of Compliance and AML in Brazil, asset managers need to establish a reliable client and risk control system. Understanding KYC procedures, the differences between CDD and EDD, and correct identification of beneficial ownership are key elements of this system, ensuring regulatory compliance and reducing operational risks.
KYC, CDD/EDD and beneficial ownership
AML in Brazil for asset managers is regulated by COAF and requires strict KYC, CDD and EDD procedures. We design client risk scoring, beneficial ownership checks and sanctions control and screening. Requirements for disclosure of beneficial owners (beneficial ownership) have tightened, and banks will not open accounts without a clear ownership structure and source of funds.
The COREDO team implements compliance procedures taking into account investor profiles: PEP, complex trusts, offshore holdings. For high-risk clients we initiate EDD and set triggers for continuous real-time transaction monitoring, which helps meet AML/CFT standards and the internal policies of custodians.
FATCA/CRS and cross-border compliance
FATCA and CRS compliance when dealing with Brazilian assets is not only the concern of administrators but also of the manager. We organize the collection of self-certifications, status updates and the proper transmission of data to administering institutions. For cross-border transactions it is important to take into account IOF and local currency rules (câmbio) so that the payment structure is lawful and predictable in timing.
Compliance in asset management in Brazil includes practices for managing conflicts of interest, personal employee trades, gifts and entertainment, as well as wall-crossing procedures in M&A deals. COREDO’s practice confirms that formalizing these rules simplifies communication with the CVM and reduces the audit burden.
Taxation of investments in Brazil
Tax issues in the field of investments in Brazil have a complex structure and critically affect the final returns. Below we will examine the key
tax obligations: IRPJ, CSLL, IOF – and the mechanisms for repatriation of funds.
Repatriation: Corporate Income Tax, Social Contribution on Net Profit, Tax on Financial Transactions
Taxation of investments in Brazil is built around IRPJ and CSLL for companies, as well as special regimes for funds. We model conditions and taxes for repatriation of dividends and sale of assets, taking into account DTAs and withholding taxes. IOF, as a tax on financial transactions, affects short-term loans, currency conversion and investment instruments: this is important to consider in cash flows.
How to minimize corporate income tax (IRPJ) and CSLL for an investment fund: it is a matter of structure. A properly chosen type of fund and the allocation of income across group levels, taking into account transfer pricing, allow legally reducing the burden. COREDO prepares transfer pricing methodology and documentation on functions and risks to defend the position before the Receita Federal.
CFC and transfer pricing
We check CFC rules and their impact on the structure of foreign managers in every project, especially when investors or funds are from Europe or Asia. For interest, royalties and management fee we test arm’s length and the applicability of safe harbors. We align the profits of controlled companies and fund structures with the requirements of the investor’s country to eliminate double taxation and ensure substance.
We assess the impact of double tax treaties on fund income at both the recipient and source levels, synchronizing Brazilian withholdings and foreign credits/exemptions. The COREDO team uses tax matrices that are updated as rules change so clients make decisions based on current data.
Accounts and reporting in the middle/back office
Company operations rely on properly organized accounts, transparent reporting and coordinated middle/back office work; these elements are what ensure
asset security and compliance with regulatory requirements. In the following sections we will examine practical nuances of working with bank accounts and custodians, as well as related accounting and control procedures.
Bank accounts and custodian
Bank accounts and custodian services in Brazil are a separate workflow. We prepare a package of documents with an apostille, prepare questionnaires on sources of funds, beneficial ownership and AML/CFT policies. Which banking and custodial services to choose for foreign managers depends on the strategy: public equities, private equity, debt structures or real estate.
How to organize due diligence of local assets and counterparties is another critical process. COREDO builds checklists for legal, tax and operational due diligence, including verification of licenses, litigation risks and ESG factors. This becomes the basis for the investment memorandum and subsequent monitoring.
Registers and reporting
Registers and reporting include CNPJ, RDE-IED, tax returns and mandatory notifications to Receita Federal and CVM. We implement operational calendars with deadlines and responsible persons so that the manager’s team meets timelines. Filing reports through electronic portals reduces the paper trail but requires care in completion and archiving.
IFRS and Brazilian standard accounting affect the fund’s and SPV’s reporting. In COREDO projects we align accounting policy between the administrator, the external auditor and the manager to avoid discrepancies in NAV valuation and DCF/comparable methodologies (comparables). This is important for correct performance reporting, carried interest and capital calls.
Currency and Risk Management
Effective currency management and timely
risk assessment: the basic conditions of a company’s financial stability. In the following subsections we will examine the key market, political and regulatory risks and the tools to minimize them.
Market/Political/Regulatory Risks
risk management of a political and regulatory nature in Brazil is part of the strategic mandate. We analyze changes in CVM, ANBIMA and Banco Central regulations, and prepare roadmaps in case of tightening/loosening. Judicial risks and labor law are taken into account in models of operating costs and reserves.
We begin the analysis of the investment attractiveness of Brazilian assets with fundamental industry metrics, then supplement it with scenario analysis. For real estate and infrastructure we assess covenants, payment indexation to IPCA, tariff policy and the risk of permitting documentation. This provides a clear understanding of ROI and payback periods.
Currency Risk and Inflation
Currency risk management and hedging for investments in the Brazilian real are built in a cascade: a natural hedge at the revenue and cost level, derivatives (forwards, swaps, options) and open position limits. We check the cost of hedging and the impact on returns after fees and margin. Indexation and inflation indicators (IPCA, IGP-M) are included in stress models to assess the sensitivity of cash flows.
Scenario analysis and stress tests for a portfolio of Brazilian assets are conducted taking into account market liquidity, EM-paper spreads and BRL shocks. VaR methodologies and scenario shocks are integrated into the investment committee, and risk limits are tied to the fund’s Redeem Terms. This keeps the risk/return ratio within acceptable limits.
COREDO Case Studies
In COREDO’s practical materials we analyze real projects in detail and demonstrate how our solutions perform within industrial infrastructure. The first case is dedicated to the implementation of an FIP for an industrial cluster: from problem statement and architecture to measurable results and practical recommendations.
FIP for an industrial cluster
К нам обратился иностранный управляющий с идеей платформы roll-up в индустриальном сегменте. Решение, разработанное в COREDO, включало холдинг в Люксембурге, SPV в Бразилии (Ltda.), регистрацию управляющего в CVM и создание FIP. Мы заключили SHA с локальными соинвесторами, согласовали custodian и clearing через B3, внедрили NAV-процедуры и комплаенс-матрицу ANBIMA.
Результат: фонд прошел регистрацию, администрирование наладилось за 60 дней, а первые капиталовызовы закрылись в срок. Репатриация прибыли из Бразилии спланирована через DTA, а валютные риски хеджируются свопами с квартальной переоценкой.
Receivables Investment Fund
Команда COREDO структурировала FIDC под финансирование торговых требований ритейла. Мы отобрали сервиcера, настроили KYC/EDD для поставщиков требований, внедрили transaction monitoring в реальном времени и процедуры COAF. Transfer agency и реестр инвесторов синхронизированы с администратором, а disclosure в CVM автоматизирован.
На налоговой стороне мы просчитали transfer pricing для комиссий сервиса и установили arm’s length. В итоге доходность инвесторов стабилизировалась, а риск-факторы контролируются через ковенанты и стресс-тесты портфеля.
FII and SPV infrastructure strategy
Для инвестиций в логистические объекты мы предложили FII в связке с локальными SPV (Ltda.) и долгосрочными договорами аренды, индексированными IPCA. Практика COREDO подтвердила, что такой подход улучшает банковское финансирование и прозрачность для институциональных LP. Мы предусмотрели escrow на этапе строительства, страхование политических рисков и четкий порядок capital calls.
Репатриация дивидендов идет по DTA-правилам, а валютное хеджирование привязано к денежным потокам из аренды. Учёт по МСФО согласован с бразильским стандартом для консолидации на уровне глобального управляющего.
Roadmap for entering Brazil
- Diagnosis of investors’ objective and mandate: risk profile, liquidity, timeframe.
- Choice of structure: onshore vs offshore, holding, SPV, DTA and CFC assessment.
- Legal form: Ltda. or S.A., preparation of SHA, SPA, escrow.
- Registration in Brazil: CNPJ, CPF for directors, RDE-IED at Banco Central.
- Bank accounts and custodians: supplier due diligence, SLA, integration with B3.
- Regulatory access: manager registration with the CVM or sub-advisory model; ANBIMA standards.
- Fund creation: choice of type (FIP, FIDC, FII, FIA), administrator, auditor, transfer agent.
- Compliance/AML: KYC, CDD/EDD, COAF, sanctions screening, real-time monitoring.
- Tax model: IRPJ, CSLL, IOF, transfer pricing, repatriation plan, DTA.
- Operations: NAV procedures, reporting to the CVM/Receita Federal, portal filings.
- Risks: BRL hedging policy, VaR, stress tests, governance.
- Launch and scaling: KPI, operational
Manager’s KPIs and operating model
Operating costs and the business model for asset managers in Brazil depend on strategy and the number of providers. We track KPIs: time to close capital calls, NAV accuracy, KYC/onboarding cycle time, SLA for corporate actions and hedge cost as a share of AUM. Performance metrics and KPIs for a fund operating in Brazil include net IRR, DPI, TVPI, tracking error and compliance with risk limits.
The calculation and structure of management fee, performance fee and carried interest must take into account LP expectations and market practice. The COREDO team helps balance compensation and incentives, provide for clawback and high-water mark. This increases the predictability of the manager’s cash flows and investor confidence.
Scaling in Latin America
How to scale asset portfolio management across Latin American regions is a matter of processes. We centralize the middle office, standardize compliance and reporting, while local teams are responsible for sourcing and due diligence. Joint ventures (JVs) with Brazilian partners support deal flow, and corporate governance principles and shareholder agreements establish control and the rights of the majority shareholder.
ESG criteria and sustainable investing in Brazil strengthen negotiating positions when attracting institutional LPs. We integrate ESG policy into DD questionnaires, KPIs and investment committees so the strategy remains competitive at the level of global allocations.
How COREDO helps
I see COREDO’s value in that we combine strategy and operational execution. The COREDO team designs holding structures (onshore and offshore), calculates taxes, prepares documentation for CVM and Banco Central, and supports account openings and custodian selection. We take on
AML consulting: from KYC/CDD/EDD and COAF procedures to transaction monitoring systems and sanctions screening.
The solution developed at COREDO covers accounting under IFRS and Brazilian standards, coordination with external auditors, fund administration and the CVM/Receita Federal reporting calendar. We help build transfer pricing and tax planning, organize asset protection and protection against creditor claims, analyze PE risk, and also conduct operational due diligence of service providers. This set of competencies speeds up the launch and makes management predictable.
Conclusions
Brazil, a market where scale meets regulatory depth. Here it is important to combine strategy and execution discipline: from choosing between Ltda. and S.A. and setting up a JV to registering the manager with the CVM, creating a fund and organizing custody and clearing through B3. Taxation of investments in Brazil, compliance when managing assets in Brazil and AML compliance in Brazil for asset managers determine the speed of launch, the possibility of repatriation and the ultimate returns.
COREDO’s experience shows: a well‑thought‑out structure, correct registration of a company in Brazil for a foreign manager, robust KYC/EDD and transparent reporting turn a complex market into a manageable operation. If your goal is sustainable access to Brazilian capital, using FIP, FIDC, FII where rational, and disciplined risk management for currency and IPCA inflation: this is a working formula. The COREDO team is ready to go the whole way with you – from idea and structuring to licensing, fund launch and long‑term support.
