Legal, regulatory, and tax architecture for investment vehicles that connect international capital to opportunities in Brazil and the United States.
A consistent investment thesis alone is not enough to attract institutional capital. Qualified investors — especially in the U.S. market — require fund structures that are transparent, legally sound, SEC-compliant, and tax-efficient.
When the strategy involves capital allocation in Brazil, complexity intensifies. The fund organization must simultaneously meet the requirements of the CVM, the IRS, and the tax rules applicable to international operations. An inadequate architecture can jeopardize fundraising or materially impact returns through unanticipated tax effects.
Qualified capital that demands robust and transparent structures
Appropriate legal, regulatory, and tax architecture
Investment opportunities in Brazil and the United States
Our work focuses on the legal, regulatory, and tax structuring of the fund, based on an integrated analysis of the investment thesis, the investor profile, and the nature of the underlying assets.
We define the most appropriate architecture for each strategy — whether through a private equity fund in Brazil connected to an international fundraising structure, or through a venture capital fund established abroad with an operational base in Brazil. Every structural decision is guided by criteria of tax efficiency, governance clarity, and regulatory compliance across the jurisdictions involved.
The result is a structure that is institutionally robust, legally consistent, and prepared to engage with sophisticated investors and regulatory authorities in both countries.
Definition of the most appropriate legal, regulatory, and tax architecture for the fund, considering the investment strategy, investor profile, and jurisdictions involved.
Full drafting and review of the legal instruments governing the fund and its relationship with investors, ensuring clarity, consistency, and regulatory adherence.
Assessment of the tax impacts of the structure on the fund and on investors of different nationalities, including the application of international treaties and mechanisms to mitigate double taxation.
Technical coordination with licensed professionals to ensure proper regulatory classification and the obtainment of registrations and exemptions required in the applicable jurisdictions.
Structuring a fund with transnational operations requires a precise balance between CVM regulations, the applicable rules of the U.S. regulatory environment, and the tax regimes governing international transactions.
Our approach begins with an integrated understanding of these systems and how they interact. We structure funds that are properly positioned to qualify for available regulatory exemptions, maintaining regulatory compliance and tax efficiency, while avoiding undue tax overlap throughout the investment chain.
Venture Capital and Private Equity Managers in the process of structuring or fundraising for funds with a strategy linked to Brazil.
Family Offices and UHNW individuals interested in establishing proprietary funds or formal co-investment strategies.
Corporations seeking to establish dedicated structures for strategic capital allocation in innovation and new business ventures.
Institutional Investors requiring in-depth legal and tax analysis before committing capital to international investment structures.
The legal, regulatory, and tax soundness of the structure is a central element for the viability and credibility of any international investment fund. A well-conceived architecture supports the investment thesis, protects capital, and ensures predictability throughout the entire fund lifecycle.
EVALUATE FUND STRUCTURE