Registering a company in Brazil - YB Case 2024

Company registration in Brazil


Foreign investors frequently elect to enroll their enterprises in Brazil. The Brazilian economy is the utmost refined and cultivated in Latin America. With a consumer marketplace magnitude that ranks in the apex five globally, this realm is a pivotal participant in the region's commerce coalition and a constituent of the impactful Mercosur. These are merely a scant of the facets that alien investors eyeing to establish a business in Brazil regard as indispensable for the burgeoning and advancement of the enterprise in the future. In order to formally institute a corporation in Brazil, the manuscript furnishes an exhaustive elucidation of the lawful formalities that necessitate completion.

Company registration in Brazil: country peculiarities

The Brazilian economy has been growing over the last several years. Entrepreneurs with a vision for growth that are interested in Brazil as a potential market may set up shop there. It is the world's tenth largest economy when adjusted for purchasing power parity and nominal gross domestic product. Being one of the fastest-growing markets in the world, Brazil's economy is mostly driven by the mining, agriculture, manufacturing, and service sectors.

Below are a few reasons why enrolling a venture in Brazil can be a favourable decision:
  1. The government is actively working to increase employment, consumer spending power and incomes, while trying to introduce more financial programmes, thereby increasing business dynamism.
  2. This is a huge growing consumer market.
  3. It is possible to incorporate a company in Brazil remotely.
  4. The country allows 100% foreign ownership of registered companies. These companies are also allowed to sponsor visas for their foreign employees.
  5. The country has abundant and diverse energy resources.
  6. Opening a firm in Brazil is particularly attractive to investors interested in industries such as oil and gas, IT, life sciences, private equity and venture capital.

Brazil: registration of a legal entity

Many different kinds of businesses are available to foreign investors. Here is a brief rundown:

  • Limited Liability Company: this is the favored commercial configuration as the originators are not accountable for the obligations of the enterprise with their individual possessions.
  • Corporation: this is a commercial document appropriate for sizable enterprises wherein the equities dispensed may be of assorted varieties and easily negotiable.
  • Individual company with limited liability.
  • Branches/representatives.

Limited liability entities, frequently termed Sociedade Limitada or LTDAs, necessitate a minimum of two persons to establish. Brazilians, outsiders, persons, or entities may all be deemed associates. The bulk of Brazilian sectors may be accessed with as little as one dollar in authorized capital for an LTDA. Nonetheless, an outlay of R$150,000 or R$500,000 is requisite to request an investor visa for an associate or staff of the enterprise. To obtain a Brazilian visa, you'll need to demonstrate that you possess that sum in your bank account.

The enrollment of a company in Brazil (Sociedade Anônima or SA) necessitates a minimum of two shareholders and three directors, irrespective of their nationality. The responsibility of the shareholders is restricted to the shares they possess. The quantity of the share capital is unspecified in the legislation. Such an entity must undergo yearly audits and submit obligatory tax declarations.

The new entity known as an individual company with limited liability (EIRELI) is a new form that was introduced by Law No. 12,441. Such a firm needs have a single member who is a natural person and not a legal entity in order to function properly. During the process of incorporation, the capital must be paid in whole from the beginning. The amalgamation of the phrase "EIRELI" into the appellation of the enterprise is yet another imperative requisite for the inception of such enterprises. There may only exist a singular corporation of this kind possessed by the identical individual at any given juncture.

Foreign entrepreneurs may hold all of the shares in a branch or representative office. However, to inaugurate a distant extension in Brazil, a specific authorization has to be acquired from the Ministry of Development, Industry and Commerce. Appointing a Brazilian agent is necessary for invoicing Brazilian citizens, signing contracts, and earning money from local sales.

How to enroll a corporation in Brazil in 2023?

The steps to incorporate a company in Brazil are as follows:
Step 1
Finding the best business structure to meet your requirements and achieve your objectives. It is essential to choose the most appropriate corporate structure for the company since each has its own set of advantages and disadvantages. Think about how much money you'll need to start the business and how many people will be working on it.
Step 2
Securing the services of a Brazilian legal agent. Your legal counsel will need a power of attorney to handle the procedure locally if the firm's founders are not permanently resident in this nation.
Step 3
Making sure the company's name is secure and held in reserve.
Step 4
Receiving the articles of consociation by the State Board of Commerce. Among other matters, the Protocol of Association establishes the governance framework of the establishment and is the principal document necessary for Brazilian enterprise enrollment. Appellation, domicile, enterprise activities, individual details of managers/pioneers, and particulars regarding the juridical proxy must all be encompassed in the Articles of Association. The enterprise will be designated a NIRE (identification numeral) by the State Board of Trade upon sanction.
Step 5
Pursuing the allocation of an NIRE, the establishment must petition to the Federal Tax Administration for a taxpayer denomination digit (CNPJ).
Step 6
The Brazilian Central Bank has sanctioned CNPJ enrollment. The enterprise may corroborate its enrollment with the Central Bank of Brazil by acquiring a digital testimonial, which can be executed online.
Step 7
To procure all the permits the enterprise necessitates, it must be enlisted with the municipal administration.
Step 8
Registering for a bank account. You should know that certain banks put limitations on international operations for businesses that were founded by people from other countries. Because the new firm's ability to commence operations is contingent upon selecting a bank with a flexible policy, this is a crucial factor to consider when establishing a business in Brazil.

What kind of company can I open in Brazil?

Because Brazil's economy is so diverse, international investors may find great success in a wide range of sectors. Nevertheless, the bulk of Brazil's FDI goes into the banking, oil and gas, car, commerce, power, and chemical industries.

Since Brazil ranks sixth globally and tops Latin America for financial technology exports, registering a fintech firm there might be fruitful. Approximately $1.6 billion was invested in Brazilian fintech businesses in 2019 (the most recent year for which data is available). Opportunities abound for international fintech firms to team up with Brazilian partners in a wide range of sectors, including:

  • Remittances.
  • Financial management.
  • Cryptocurrency and blockchain.
  • Digital banking.
  • E-commerce.

Brazil is the foremost Latin American producer of petroleum and natural gas, but the nation's renewable energy domain is flourishing, as per the Energy Planning Agency (EPE). The Brazilian Nuclear Energy Association asserts that their country harbors a latent market for atomic energy and aims to augment nuclear energy production by over quadruple by the annum 2050.

Here are a few renewable energy commerce eventualities for for foreign investors:

  • Direction and automatization systems.
  • Electroautos with distant regulation.
  • Atomic energy stations.

Brazilian programes designed to attract foreign investors

Here are the programs that Brazil offers to assist entrepreneurs in enticing investors from across the globe.

  • Enhancing the vehicular industry's technological advancement and furnishing conditions for heightened competitiveness are the objectives of the Inovar-Auto endeavor.
  • Potential financiers may acquire intelligence regarding commercial outlooks in Brazil through Renai, the National Investment Intelligence Network (Rede Nacional de Informações sobre o Investimento).
  • Moreover, fiscal aid is extended by the federal administration through various avenues, encompassing bilateral tax treaties and financing.
  • One governmental endeavor that aids Brazilian enterprises in locating foreign backers is Startup Outreach Brasil. Canada, Chile, France, the United States, and Germany are amid the nations that have contributed to the project led by ApexBrasil, Brazil's Trade and Investment Promotion Agency.

Business taxes in Brazil

If a corporation incorporates in Brazil and utilizes its central office as its fiscal domicile, it is purported to be a tributary inhabitant of Brazil. It is feasible for a non-resident enterprise to be deemed a tributary inhabitant in Brazil under the Brazilian law's "taxable presence" notion if it possesses either (I) a lasting commercial venue or (II) a delegate with the prerogative to engage in agreements in Brazil for the non-resident corporation.

Tax rates

Corporate income tax (IRPJ)

15% beneath the "veritable gain" or "appraised gain" technique

Supplementary levy on corporations with assessable earnings exceeding 240,000 Brazilian reals.


Civic benefaction tariff

9% (20% for pecuniary establishments, proprietary assurance firms, and capitalization enterprises)

Effective tax rate


It should be noted that indigenous firms are subject to tribute on their planetary revenue when inaugurating a venture in Brazil. Earnings engendered in Brazil by alien enterprises are oftentimes susceptible to Brazilian fiscalization via a documented limb, enduring institution, or progeny. Furthermore, IRRF withholding duty might be pertinent to extraneous corporations' revenue that originates in Brazil.

Profits obtained by a foreigner from venture recorded with the Central Bank is subject to augmenting tariffs as delineated:

  • 15% up to 5 million Brazilian reais;
  • 17.5% from 5 million to 10 million Brazilian reais;
  • 20% from 10 million to 30 million Brazilian reais;
  • 22.5% beyond 30 million Brazilian reais.

The establishment possesses the option to subtract exploration and development expenditures as they arise or to defer until a venture endeavor in Brazil culminates, subsequently spreading them out over a minimum of five years.

There are myriad other imposts imposed in the realm, encompassing:

  • A yearly levy on urban estates commensurate to their equitable market worth is recognized as the civic estate levy (IPTU). The levies are ascertained by the particular borough in which the estate is situated.
  • Responsibilities on the transference of immobile assets are accrued by the provincial governance at diverse tariffs for each hamlet borough.
  • All progresses, FX dealings, recompense, and surety dealings, as well as those regarding ingots (as an asset classification) and FX apparatus are liable to the Financial Transaction Tax (IOF). In the preponderance of occurrences, the levy will be 0.38 percent; nonetheless, for foreign progresses with durations in a span of under half a year, the impost amounts to 6 percent of the capital amount
  • The typical spectrum for import levies is 10% to 20% (with a maximum of 35%).
  • Corporate ratepayers are subject to a 10% Contribution on Economic Intervention (CIDE) tariff on royalties and managerial and technical amenities furnished by non-dwellers


Numerous multinational businesses and investors are considering setting up in Brazil due to the country's prominence in the global market. With the assistance of specialized professionals, you may streamline the process of non-resident business registration and save time and money.

If you need support in registering a company in Brazil, please contact our experts directly by filling out the special form below or by the contacts listed on the website.

Can a company be 100% owned by foreigners?
Yes, you don't need to have a Brazilian partner to start a company in Brazil, however you will need a Brazilian address for the company, a resident administrator to set up a Brazilian company (Ltda) and open a corporate bank account.
What is the most acceptable form of business for foreign investors?

The Limited Liability Company (Sociedade Limitada/Ltda in Brazil) is the most common legal entity for foreigners. Its main characteristics are:

  • Minimum of two founders (partners can be foreigners, Brazilians, individuals or legal organisations).
  • No minimum initial capital (however, with a capital of R$150,000 or R$500,000 you can apply for a permanent visa).
  • The company can be established remotely.
  • The company can be managed remotely.
  • The partners must appoint an administrator (the administrator must reside in Brazil).
What is the minimum capital required to register a Brazilian company?
There is no minimum initial capital requirement for registering a Ltda in Brazil, but with a capital of R$150,000 or R$500,000 you can apply for a Brazilian investor visa.
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