The franchisor’s CNPJ: who signs and who receives your money

Before buying a franchise in Brazil, confirm which company will take on obligations towards you and who is authorised to receive your money. The name familiar to the public may differ from the legal company name in the contract, and that alone does not indicate anything improper. In franchising, however, trust in the brand is no substitute for checking the legal entities involved in the agreement.

1. Identify the company behind the offer

Start by asking for the franchisor’s legal company name and CNPJ, its Brazilian corporate taxpayer registration number. Use these details to check its registration certificate and status through the official channels of Receita Federal, Brazil’s federal tax authority. Compare the information with the commercial proposal and the Circular de Oferta de Franquia (COF), Brazil’s franchise disclosure document.

Law No. 13,966/2019, which governs business franchising in Brazil, requires full identification details for the franchisor and its associated companies, including their respective CNPJ numbers, under Article 2, item II. Identifying these companies is therefore not a commercial courtesy: it is part of the mandatory disclosure requirements.

Check in particular:

• the legal company name and CNPJ number;
• the registration status and listed address;
• whether the head office or a branch is involved;
• the listed owners and directors or managers, where available in the search results.

An active CNPJ is not a guarantee of reliability. This status does not establish solvency, business quality, freedom from debt or authority to grant the franchise. The check helps verify identity and spot discrepancies that need clarification.

If a different address appears, for example, ask for an explanation and updated documentation. A recent change may explain the discrepancy, but the response should allow you to verify the facts.

2. Cross-check the COF, contract and corporate documents

Create a simple table with three columns: document, company identified and that company’s role. Include the COF, proposal, franchise agreement and payment instructions. The aim is to establish whether they all concern the same contractual relationship or whether other parties are involved whose responsibilities remain unclear.

Different companies may perform different roles: one grants the franchise, another supplies products and a third provides certain services. This structure is not necessarily problematic. The risk lies in paying or entering into a contract without knowing who is responsible for each obligation.

Ask for the franchisor’s current constitutional documents — its contrato social or estatuto, depending on its legal form — and the relevant documents governing its management. Where necessary, obtain certificates or copies from the appropriate registry, with legal assistance.

Check who will sign on the company’s behalf. Being a salesperson, franchise development consultant or even a shareholder does not automatically confer authority to enter into the agreement. The corporate documents may require two or more authorised managers or directors to sign jointly. If someone is acting under a power of attorney, check the document, its scope and whether it remains valid.

Brazil’s Franchise Law also requires the complete proposed agreement, including its annexes, to accompany the COF. Use this review to check the parties’ identification details, not just the commercial terms.

3. Confirm the recipient before transferring money

Even when the documents appear correct, payment warrants a separate check. Compare the payee displayed by the bank with the company named in the contract and the payment request.

Before completing the transaction, answer these questions:

• Which obligation will this payment settle?
• Who is identified in the documents as being owed the money?
• Does the bank payee match that creditor?
• If not, is there formal authorisation and a verifiable explanation?
• Who will issue confirmation that the obligation has been paid?

Do not accept a third-party payment request simply because it arrived through the same messaging app used during negotiations. Confirm the instructions through an established official channel and ask for documentation linking the recipient’s collection of the money to the contractual obligation. Requests to pay into a personal account or sudden changes of payee are reasons to pause the transfer until the matter is clarified.

Also observe the statutory waiting period: the COF must be delivered at least ten days before the contract or preliminary agreement is signed, or before any fee is paid to the franchisor or a person or company associated with it. Routing payment through a related company does not remove this requirement.

4. Resolve discrepancies before committing

Do not treat differences in CNPJ numbers, signatures or payees as details to fix later. Request written explanations and, where appropriate, corrected documents. Keep dated records of checks, document versions received, payment collection authorisations and proof of payment.

If the contracting company changes during negotiations, ask your lawyer to assess the implications for the COF, the parties’ responsibilities and the documentation required. Belonging to the same group does not automatically make companies interchangeable or guarantee that they will all be liable for the same obligations.

Practical takeaway: before signing or paying, establish a fully documented link between three elements: the company presented in the COF, the person authorised to enter into the agreement on its behalf and the recipient of the money. If that link is not documented, put the purchase on hold until the discrepancy has been resolved.