Brazilian distributor search
Choosing a distributor is also choosing which statute governs the relationship when it ends. A representative and a distributor sit under different rules, with very different exit costs, and that decision is made at the start, not when things go wrong.
Who this is for
A foreign brand whose market entry assessment or your own research points to a distributor as the right channel, and needs a shortlist of real candidates checked before terms are discussed, plus a contract that gets the statute right.
The problem this solves
Brazil recognises several distribution channels, and the one a supplier picks by default, a commercial representative on commission, carries the heaviest statutory exit cost: at least one twelfth of every commission the representative has ever earned, calculated over the life of the relationship rather than the last year (see distribution channels for the article and the calculation). A reselling distributor carries no equivalent statutory indemnity, but the contract has to say so clearly, because Brazilian courts read an ambiguous arrangement against the party that drafted it. Getting the structure and the contract language right before signing is cheaper than renegotiating an exit later.
What we do
- Confirm which channel, representative, distributor, own entity sale, or marketplace, fits your product and volume, building on the market entry assessment where one exists.
- Search for and vet candidate distributors against your specification: company registration, trading history, and the retail or trade channels they actually reach.
- Review the draft contract's structure against Lei 4.886/1965 for a representative or the general Civil Code rules for a distributor, flagging where the drafting is ambiguous about which model applies.
- Confirm which party is the ICMS importer of record under the proposed structure and what that means for each side's tax exposure.
Deliverables
A shortlist of candidate distributors with a status on first contact, a written note on which distribution model the contract actually creates versus what it intends to create, and a list of clauses worth negotiating before signature.
Timeline
Timeline is set in the written quote after the diagnostic call.
What we need from you
The product, target volume, region or retail channel you want covered, and a draft contract if one already exists.
Price
From USD 1,000 as an individual service, or included in the route to sales and full-cycle packages; see pricing.
Who does the work
Our desk in Rio de Janeiro runs the search; a Brazilian lawyer registered with the OAB reviews the contract structure and drafting.
Sources
- Commercial representative indemnity, at least 1/12 of total commissions earned: Lei 4.886/1965 article 27, item j, as discussed on distribution channels.
- ICMS taxable event fixed at customs clearance for the importer of record: Lei Complementar 87/1996 article 12, item IX, primary.
- Price, USD 1,000 as an individual service: our own fee, confirmed 24 September 2026, see pricing.
This page describes a paid service. Contract review flags issues for negotiation; it is not a substitute for your own lawyer's sign-off before signature.
Facts checked 24 September 2026.
Frequently asked questions
What is the difference between a commercial representative and a distributor?
A commercial representative sells on your behalf for commission and does not take title to the goods; ending that relationship without cause costs at least one twelfth of every commission ever paid, under article 27 of Lei 4.886/1965. A distributor buys and resells on its own account and takes title; Brazilian law treats that as an atypical contract with no automatic statutory indemnity. The choice changes both the day-to-day relationship and the cost of walking away.
Do you introduce us to distributors you already know?
We search and vet candidates against your product and volume, the same way we vet a candidate on the sourcing side: checking the company exists, is active, and has a track record that fits. We do not maintain a paid referral list, and we tell you plainly if a candidate does not fit rather than filling a shortlist for its own sake.
Who pays ICMS in a distributor arrangement?
Whoever is the importer of record, under article 12 IX of Lei Complementar 87/1996, which fixes the taxable event at customs clearance. If the distributor imports, the distributor pays it and becomes the first link of the substitution chain; if your own entity imports and the distributor buys from you domestically, the tax position is different. This is part of what the search and contract review settle before signing.
Can this run alongside a marketplace launch?
Yes, and often should. A distributor covering traditional retail and a marketplace listing under Remessa Conforme or your own CNPJ are not mutually exclusive channels; see marketplace launch for that side.
Work the Brazilian side of your deal with us
We are based in Rio de Janeiro. Send us the specifics and we will tell you where things stand before you commit.