How to find and sign a distributor in Brazil

Where do European companies find a distributor in Brazil?

Start with three lists: the importers already bringing your product into Brazil, the contacts your own country’s trade agency and chamber can introduce, and the exhibitors and visitors at your sector’s trade fairs in São Paulo. A good shortlist has five to ten names before you visit.

1. Your own country’s trade agency. These agencies work for exporters from their country. For Italian companies, ICE (the Italian Trade Agency) runs a “Ricerca clienti e partner esteri” service: its office abroad selects local operators that fit your company profile, presents your company and products to them, calls back to check interest, and sends you the list of interested companies; on request it also sets up meetings. The service is paid, but free for an Italian company with up to 100 employees, shown on its chamber of commerce extract (visura), that uses it itself, for up to five requests a year. ICE’s São Paulo office sits in the Consulate General of Italy and has analysts by sector, including machinery, food and wine, fashion and ICT.
2. Bilateral chambers. The European chambers in Brazil, grouped in Eurocâmaras, and for Italy the Camera di Commercio Italo-Brasiliana in Milan and Italcam in São Paulo, run events and make introductions.
3. Trade fairs. Distributors look for new brands at the sector fairs in São Paulo. Walking a fair before you pay for a stand shows you who carries your competitors.
4. Import data. The distributors worth meeting usually already import goods under your NCM code. Ethon (ethon.io), a country-launch studio, offers a free expansion map that reads your website and shows what Brazil already imports from your home country in your product category; the full reviewed map names potential customers.

ApexBrasil, Brazil’s trade and investment promotion agency, is often suggested too. Its own service pages are aimed at Brazilian exporters and at foreign companies investing in Brazil, not at finding importers for foreign goods, so for distributor search start with your home country’s agency.

For the wider picture of entry routes, taxes and registrations, see How to expand to Brazil.

How do I check that a Brazilian distributor is reliable?

Check four things before you talk terms: that it can legally import, that it knows your product’s NCM code and regulator, which registrations it already holds, and who it already sells to.

1. RADAR. The company that imports must be registered with Receita Federal to operate in foreign trade (habilitação, known as RADAR). Anyone can check a CNPJ’s status for free through the federal service “Consultar habilitados a operar no comércio exterior”. Ask which modality it holds: under IN RFB 1.984/2020 a limitada registration caps imports at US$50,000 or US$150,000 in each six-month period, which may be too little for your volumes. Ilimitada has no cap.
2. NCM experience. Ask which NCM codes it has imported in the last year and from which countries. A distributor that already clears goods under your code knows the duty, the IPI rate, the licences and how customs treats your product. If it has never imported under your code, budget for a slower first shipment.
3. Registrations it holds. For cosmetics and health products, the importer needs an Anvisa operating authorisation (AFE), granted to the CNPJ of the company’s head office. Anvisa’s public lookup shows a company’s AFE, its activities and any precautionary measure Anvisa has taken against it, and a separate lookup shows the status of registered food, cosmetics, medicines and other regulated products. For INMETRO and Anatel products, ask for the registrations and certificates it already holds for other brands.
4. Customers and coverage. Ask for its customer types, the states it covers, its sales team and whether it carries stock. Call two or three of its current suppliers. Brazil is large: a distributor strong in São Paulo may have no reach in the South or the Northeast.

Ask too whether it already distributes a direct competitor. Under the Civil Code (art. 711), unless the contract says otherwise, an agent or distributor may not handle business of the same kind for other principals in its zone, but that default is often written out of the contract.

Who is the importer of record: the distributor or a trading company?

The importer of record is a Brazilian company with RADAR. Either your distributor imports in its own name, or a trading company (importadora) imports for it, on its account and order or to its order. You cannot clear goods in Brazil as a foreign company.

Sources: Receita Federal, IN RFB 1.861/2018, arts. 2 and 3.

On account and order (por conta e ordem), the trading company only files the import as the distributor’s agent; Receita Federal treats the distributor as the real importer, and the commercial invoice must identify it as the buyer. To order (por encomenda), the trading company buys the goods abroad with its own money and resells them to a buyer named in advance; for tax purposes it is the trading company’s own import. In both models both Brazilian companies must be registered in Siscomex, they must record their link in the Portal Único, and the contract between them is attached to the import file before the declaration is registered.

For you, the difference is who owes you money. Under encomenda your counterparty for payment is the trading company, so check its finances as well as the distributor’s.

What should a distributor contract in Brazil say?

Put the whole relationship in writing: territory and exclusivity, products, who imports, who holds the registrations, prices and payment, targets, the EU–Mercosur origin documents, and how the contract ends. Brazilian law fills the gaps with rules that often favour the distributor.

Exclusivity and territory

Name the states or regions, the channels and the products covered, and say plainly whether the distributor is exclusive. This matters more than in many European contracts because of the default rules. Under the Civil Code (art. 711), unless agreed otherwise, the principal may not appoint a second agent or distributor in the same zone for the same task. Under art. 714, unless agreed otherwise, the distributor earns its remuneration on business closed in its zone even without its involvement. If you want to sell directly to some key accounts, or online, list those exceptions in the contract.

If you grant exclusivity, tie it to something you can measure, such as minimum annual purchases, and say what happens if the distributor misses it: the exclusivity lapses, or the territory shrinks.

Who holds the Anvisa, INMETRO or Anatel registrations

The registration holder is a Brazilian company, and whoever holds it controls your access to the market. If your distributor holds your Anvisa registration, your INMETRO object registration under Portaria Inmetro 258/2020 or your Anatel certification, changing distributor can stop your sales until a new holder is in place.

The contract should say who applies and pays, that the registrations are held for your products and on your instructions, and what the distributor must do when the contract ends: cooperate with a transfer, or with a new application by your next importer. Some exporters use an independent holder, or their own Brazilian company, so that the registrations do not sit with the distributor.

Pricing after import taxes

Set your price list in a currency and Incoterm, and agree how the distributor’s resale price is built. The distributor pays import duty (II), IPI, PIS/COFINS-Importação and ICMS on top of your price, freight and insurance, before adding its costs and margin. Because ICMS is charged on a base that includes the other taxes, the total can exceed half the customs value. The How to expand to Brazil guide explains each tax.

Before you quote, check the price your distributor will face. Ethon’s free EU–Mercosur calculator shows the import duty on your HS or NCM code today and year by year under the EU–Mercosur agreement. The duty on most EU goods falls in steps until 2030, 2034, 2036 or 2041, so agree in the contract whether those cuts lower the resale price, are shared, or stay with the distributor. Brazil’s tax reform replaces PIS, COFINS, IPI, ICMS and ISS with CBS and IBS between 2026 and 2033 (Receita Federal), so add a clause to review prices when taxes change.

Write down payment terms, currency, who bears exchange-rate risk and what security you get if you sell on credit.

Termination and the risk of reclassification as a commercial representative

This is the clause that costs European companies most. Brazilian law has two regimes for an intermediary who promotes your sales:

• Lei 4.886/1965 covers the autonomous commercial representative: a company or person who, without being an employee and on a regular basis, mediates business for one or more principals by collecting proposals or orders and passing them on (art. 1).
• The Civil Code, arts. 710–721, covers agency and distribution. Under art. 710 the relationship is distribution when the agent has the goods to be sold at its disposal.

A true distributor buys your goods, takes title, holds stock, invoices its own customers and carries the credit risk. If in practice the “distributor” only takes orders that you invoice and ship directly, and you pay it a commission, a Brazilian court can treat it as a commercial representative. Then Lei 4.886/1965 applies, including these rules:

• If you terminate without one of the just causes listed in art. 35, the representative is owed an indemnity of at least one twelfth of all the remuneration it earned over the whole relationship (art. 27, j). For a fixed-term contract, the indemnity is the average monthly remuneration multiplied by half the months of the term (art. 27, §1).
• A fixed-term contract that is renewed, tacitly or expressly, becomes indefinite, and so does a new contract signed within six months of the previous one (art. 27, §§2 and 3).
• To end an indefinite contract that has run for more than six months without just cause, the terminating party gives at least 30 days’ notice or pays one third of the commissions of the last three months (art. 34).
• If zone exclusivity is agreed, or the contract says nothing on it, the representative earns commission on business in its zone even when you close it directly (art. 31).
• The law names the courts of the representative’s domicile as competent for disputes (art. 39), and it prohibits del credere clauses, which make the representative guarantee the buyers’ payments (art. 43).

For a distributor that buys and resells, the Civil Code chapter on agency and distribution is the nearest written rule, although Brazilian lawyers debate how much of it applies to that kind of distributor, so settle each point in the contract. Under it, an indefinite contract can be ended by either party with 90 days’ notice, but only after a period compatible with the nature and size of the investment the distributor was required to make; if the parties disagree, a judge decides the reasonable period and the amount due (art. 720). If you stop supplying without just cause, or cut supply so far that the contract stops making economic sense, the distributor can claim compensation (art. 715). If the distributor is dismissed through no fault of its own, it keeps its right to remuneration then due, including on pending business, plus any compensation set by special law (art. 718). Art. 721 applies the rules on mandate and commission, and those of special law, where relevant.

In the contract, describe how the distributor buys and resells, set a fixed term or a notice period that fits the investment you ask of it, list the breaches that allow termination with immediate effect, and say what happens to stock, open orders, registrations and customer data on exit. Have a Brazilian lawyer check these clauses against how the relationship will actually work.

Who handles the EU–Mercosur origin documents

The lower EU–Mercosur duty is not automatic. The EU exporter declares origin with a statement on origin in the agreement’s Annex 3-C model, valid for 12 months from the date it is made out. Exporters not registered in the EU’s REX system may make one out only for consignments of originating products up to EUR 6,000; above that the statement needs a REX number (European Commission, DG TAXUD guidance, April 2026). The Brazilian importer of record then claims the preference at clearance.

The contract should say that you provide a valid statement on origin with each shipment, that the importer claims the preference, and who bears the extra duty if the claim fails because of a missing or wrong document. If a trading company is the importer of record, give it the same instructions. More on rules of origin is in The EU–Mercosur agreement: what changes for EU exporters to Brazil.

What does the process look like, step by step?

1. Confirm your NCM codes, your regulator and your landed cost under today’s taxes.
2. Build a shortlist of five to ten importers from your trade agency, chambers, fairs and import data.
3. Check RADAR status, NCM experience, registrations and references for each.
4. Visit São Paulo and meet the best three or four. Ask each how it would launch your product, at what resale price, and in which states.
5. Decide who imports and who holds the registrations.
6. Negotiate the contract on the points above, with a Brazilian lawyer.
7. Start with a small first order, and compare the actual taxes and resale price with your estimate.

Questions people ask

How do I find a distributor in Brazil?

Combine your own country’s trade agency (for Italian companies, ICE’s partner search, free for small firms), the bilateral chambers, the São Paulo trade fairs for your sector, and import data on who already brings in your NCM code. Shortlist five to ten, check each, and meet the best in person.

Does a distributor in Brazil have to be exclusive?

No. But if the contract is silent, the Civil Code presumes one agent or distributor per zone for the same task (art. 711) and gives the distributor remuneration on business in its zone even without its involvement (art. 714). Say in writing whether it is exclusive, where, for which products and channels, and what targets keep exclusivity in place.

What compensation is due when I terminate a distributor in Brazil?

For a distributor that buys and resells, the Civil Code sets 90 days’ notice on an indefinite contract, after a period compatible with the distributor’s investment, and a court can set the reasonable period and amount if you disagree (art. 720). If the relationship is in fact commercial representation, Lei 4.886/1965 sets an indemnity of at least one twelfth of all the remuneration paid over the whole relationship (art. 27, j).

Can the same company be my distributor and my importer?

Yes, that is the usual setup: the distributor has RADAR, buys from you, imports in its own name and resells. If it lacks RADAR or the financial capacity, a trading company can import on its account and order, or buy and resell to it by encomenda.

Who should hold my Anvisa registration in Brazil?

A Brazilian company holds it. If your distributor holds it, changing distributor can interrupt your sales, so the contract should cover the transfer or a new application when the relationship ends. Some exporters use an independent holder or their own Brazilian company instead.

Does the commercial representation law apply to distributors?

Not to a distributor that genuinely buys and resells. Lei 4.886/1965 covers intermediaries who collect orders and pass them on to the principal. The risk is a “distributor” that in practice only takes orders and is paid a commission: a court can treat it as a representative, with the statutory indemnity.