The United States remains the leading destination for global startups—and Brazilian entrepreneurs are taking notice. With access to deep capital markets, advanced consumer bases, and favorable innovation ecosystems, the U.S. offers a powerful launchpad for startups ready to scale. In recent years, Brazilian Foreign Direct Investment (FDI) into the U.S. has grown significantly, driven by a new wave of entrepreneurs looking to internationalize their ventures, secure dollar-based revenues, and establish a presence in one of the most competitive markets in the world. But for those making the leap, legal missteps can quickly derail the dream.
“Many startups are built on bold ideas and agility—but when it comes to international expansion, that mindset must be complemented by legal structure and compliance,” says Leidy M. Benthien de Lima, a Brazilian attorney with extensive experience advising small and medium-sized enterprises on cross-border operations.
With nearly 20 years of legal practice, Benthien has become a trusted advisor to Brazilian entrepreneurs navigating the complex process of entering the U.S. market. Based in Blumenau, Santa Catarina, she specializes in civil, corporate, and contract law, and currently serves as a counselor for the OAB Blumenau. Her legal consultancy has supported multiple startups in structuring their U.S. presence effectively—and legally.
Building a U.S.-Ready Structure
One of the most critical first steps for any Brazilian startup looking to operate in the U.S. is choosing the right corporate structure. According to Benthien, this decision impacts everything from tax liability to investor interest.
“Most of the Brazilian startups I work with choose to expand their business forming a Limited Liability Company (LLC) or a C-Corporation, often in Delaware, due to its favorable legal framework,” she explains. “But what many don’t realize is that this choice affects your tax obligations both in Brazil and in the U.S., and must be aligned with your business model and growth strategy.”
She emphasizes the need to coordinate U.S. and Brazilian legal requirements, particularly for companies that maintain dual operations. “It’s not just about creating a company in the U.S.,” she notes. “You must ensure that this new structure complies with Brazilian currency regulations, international tax obligations, and bilateral agreements.”
Legal Essentials: Contracts and Compliance
Beyond corporate formation, startups face a web of compliance issues that, if ignored, can result in fines or reputational damage. This includes employment laws, consumer data protection regulations, intellectual property rights, and industry-specific permits.
Benthien also highlights the importance of well-drafted commercial contracts tailored to the U.S. legal environment. “The U.S. has a very different legal tradition from Brazil. Clauses related to liability, dispute resolution, and termination can have completely different implications,” she warns. “Standard Brazilian contract templates are simply not sufficient.”
Startups engaging in joint ventures, licensing deals, or U.S.-based fundraising must pay particular attention to the terms of their agreements. “I’ve seen cases where a poorly drafted contract jeopardized the entire operation,” she says. “That’s why working with a legal advisory attorney who is licensed in the startup’s home country and has expertise in international corporate issues is essential to avoiding critical errors.”
Guiding Startups Toward Sustainable Internationalization
Benthien’s role in these transitions is both technical and strategic. “I guide clients from the initial planning stages to the post-establishment phase, ensuring that every legal element is addressed—from company formation and internal governance to risk management and dispute prevention,” she says.
Her contribution is grounded in experience, with a legal career that spans entrepreneurship support, corporate litigation, and legal education. A former professor of Constitutional Law, Benthien has also completed postgraduate studies in Constitutional Law and Contractual Liability, which inform her holistic approach to cross-border legal advisory.
A Path Forward for Global Growth
As Brazil continues to foster a new generation of innovative companies, the U.S. will remain a prime destination for expansion. But success abroad demands more than vision—it requires legal infrastructure.
“Startups that plan carefully and build on a solid legal foundation are the ones that grow sustainably,” Benthien concludes. “With the right legal guidance, they’re not just expanding—they’re scaling with security and confidence.”