In recent years, a growing share of Brazilian startup rounds has been negotiated with international investors. The reason is simple: there is more capital available, larger checks and more aggressive theses outside the country. But access to that capital rarely happens within the corporate structure the company was born with.
Why investors ask for an international structure
International funds — and many Brazilian funds with vehicles abroad — prefer to invest in jurisdictions they know: legal predictability, standardized instruments such as the SAFE and speed for future rounds. In practice, this means the conversation about international fundraising almost always starts with the same question: where is the company incorporated?
The most common structures
Two designs account for most cases:
- Brazil–Delaware: a Delaware holding company controls the Brazilian operation. It is the most direct path to receiving U.S. investment.
- Cayman–Delaware–Brazil: a three-layer structure, common in larger rounds and in theses with investors from multiple geographies.
The flip is not a bureaucratic formality: it is a strategic decision that defines who can invest in your company.
The challenges no one tells you about
Structuring involves formation costs, apostilled documents, opening accounts abroad and the path for remitting the raised funds to the operation in Brazil. Done without method, it consumes months of the founder's time — exactly when the round demands full focus on the business and the investors.
When it makes sense
If your fundraising thesis includes international investors — now or in the next round — the structure should come before the roadshow. Startups that come to the conversation with the structure already in place negotiate faster and with fewer conditions precedent in the term sheet.
DZB sets up the companies and runs the round — with no upfront cost.