This Brazilian corporate glossary explains 90 Portuguese terms that foreign groups meet when they form, run and restructure a company in Brazil. Each entry gives the Portuguese term, a precise English meaning and the practical point that matters for a legal, finance or tax team abroad. It is updated for the 2026 rules, including the e-BEF, the alphanumeric CNPJ and the new dividend withholding.
In brief
- Terms covered
- 90, in six themes
- Main corporate laws
- Civil Code and Law 6,404/1976
- Main registry
- Board of Trade (Junta Comercial)
- Updated for
- 2026 rules
- Many Portuguese corporate terms have no exact English equivalent, so a literal translation can mislead a board abroad.
- A Brazilian company lives in several registers at once: the Board of Trade, the Federal Revenue, the state, the city and, with foreign capital, the Central Bank.
- Most rework in filings comes from inconsistent names, IDs and signatures across documents, not from complex law.
- In 2026, the e-BEF, the alphanumeric CNPJ, the 10% dividend withholding and higher JCP withholding changed day-to-day vocabulary.
How to use this Brazilian corporate glossary
The terms are grouped by theme, in the order a foreign group usually meets them. First come the registries and IDs, then the legal forms, then the acts that change a company. After that, the glossary covers foreign capital, tax registrations and certificates, and finally governance and books.
Two statutes sit behind most entries. The Civil Code (Código Civil, Law 10,406/2002) governs the limited company (Ltda). The Corporations Law (Lei das S.A., Law 6,404/1976) governs the corporation (S.A.) and applies to a Ltda only where its articles choose it as a supplementary rule. In addition, Law 14,195/2021 and Law 14,451/2022 changed several day-to-day rules, so older glossaries may be outdated.
Where the terms appear in a typical subsidiary setup
- AbroadApostille, powers of attorney, CNPJ for the parent
- RegistryName check, articles, NIRE
- TaxCNPJ, state and municipal IDs
- In BrazilBank, SCE-IED, licenses, books
For a step-by-step view of the setup itself, see our guide on opening a business in Brazil. This glossary is the reference to keep open while reading Brazilian documents.
Registries, portals and identification numbers
A Brazilian company is registered in several places. Therefore, the same act often has to be reflected in more than one system, in a set order.
| Portuguese term | English meaning | Practical context |
|---|---|---|
| Junta Comercial | Board of Trade (state commercial registry) | Each of the 27 states has one. It registers business companies and their acts, and its registration is what gives the company legal personality. |
| DREI | National Department of Business Registration and Integration | The federal body that sets binding rules for all Boards of Trade, mainly through normative instructions. It also authorizes branches of foreign companies. |
| NIRE | Company registration number at the Board of Trade | Assigned on incorporation under Law 8,934/1994. It appears on every later filing and on the Board’s certificates. |
| REDESIM | National network for business registration | The integrated system (Law 11,598/2007) that links the Board, the Federal Revenue, states and cities, so one process feeds several registers. |
| Consulta de viabilidade | Feasibility check | Prior check of the company name and of the address and activities with the city. It must be approved before the articles are filed. |
| DBE | Basic entry document | The Federal Revenue form generated for CNPJ registration or changes. It is signed by the person responsible for the CNPJ and travels with the Board filing. |
| CNPJ | National register of legal entities (corporate tax ID) | The federal tax ID of every entity, governed by IN RFB 2,119/2022. Foreign companies that hold quotas or shares in Brazil also need one. |
| CNPJ alfanumérico | Alphanumeric CNPJ | Created by IN RFB 2,229/2024. New registrations may receive letters as well as digits from July 2026, while existing numbers stay valid, so ERP and bank systems must accept both. |
| QSA | Register of partners and administrators | The ownership and management data shown on the CNPJ record. It must match the articles filed at the Board. |
| CNAE | National classification of economic activities | The activity codes attached to the CNPJ. They drive licensing, tax regimes and municipal registrations, so choose them carefully. |
| CPF | Individual taxpayer ID | Required for every individual partner, administrator and attorney-in-fact, Brazilian or foreign. See our guide on the CPF for foreigners. |
| RCPJ (Registro Civil de Pessoas Jurídicas) | Civil registry of legal entities | A notary-type registry for associations, foundations and non-business partnerships (sociedades simples). It is not the Board of Trade. |
| RTD (Registro de Títulos e Documentos) | Registry of deeds and documents | Registers foreign documents, with their sworn translation, so they produce effects against third parties under the Public Registries Law (Law 6,015/1973). |
| e-CAC | Federal Revenue virtual service center | The portal for tax returns, debts, certificates and electronic notices. Access needs a digital certificate or an electronic power of attorney. |
Company types and corporate bodies
Most foreign groups choose between a limited company and a closed corporation. For a full comparison, see types of companies in Brazil.
| Portuguese term | English meaning | Practical context |
|---|---|---|
| Sociedade limitada (Ltda) | Limited liability company | The usual form for subsidiaries. Capital is divided into quotas, there is no minimum capital as a general rule, and partners are liable up to the unpaid capital. |
| Sociedade limitada unipessoal (SLU) | Single-member limited company | A Ltda with one partner, created by Law 13,874/2019. A foreign parent can be the sole partner. |
| EIRELI | Former individual limited liability company | Extinguished by Law 14,195/2021, and existing ones were converted into SLUs. It should no longer appear in new documents. |
| Sociedade anônima (S.A.) | Corporation | Capital divided into shares and governed by Law 6,404/1976. It is closed (fechada) unless registered with the Securities Commission (CVM) as a listed company (aberta). |
| Subsidiária integral | Wholly owned subsidiary (S.A.) | An S.A. with a single shareholder, which must be a Brazilian company. A foreign parent alone therefore uses an SLU, or a second shareholder in an S.A. |
| Filial de sociedade estrangeira | Branch of a foreign company | Requires prior federal authorization through the DREI (Civil Code arts. 1,134 to 1,141). It is slower and less common than a subsidiary. |
| Sociedade empresária / sociedade simples | Business company / non-business partnership | The first is registered at the Board of Trade. The second, typical of some professional activities, is registered at the RCPJ. |
| Sociedade em conta de participação (SCP) | Silent partnership | Civil Code arts. 991 to 996. It has no legal personality towards third parties but needs a CNPJ for tax purposes. |
| SPE (sociedade de propósito específico) | Special purpose company | A company created for a single project, common in energy, infrastructure and real estate. It is not a separate legal form, usually a Ltda or S.A. |
| Sócio / quotista | Partner / quotaholder | The holder of quotas in a Ltda. A foreign partner needs a CPF or CNPJ and an attorney resident in Brazil. |
| Acionista | Shareholder | The holder of shares in an S.A. A shareholder resident abroad must keep a representative in Brazil with powers to receive service (Law 6,404/1976, art. 119). |
| Administrador | Manager (of a Ltda) | The officer who represents a Ltda. Administrators may reside abroad if they appoint a resident attorney to receive service. See foreign residents as directors. |
| Diretoria / diretor | Executive board / officer | The S.A. body that manages and represents the company. Since Complementary Law 182/2021, one officer is enough. |
| Conselho de administração | Board of directors | Optional in most closed corporations, but mandatory in listed companies and in those with authorized capital. |
| Conselho fiscal | Fiscal council | A supervisory body of shareholders’ appointees that reviews management and accounts. It can be permanent or installed on request. |
Corporate acts and filings
Corporate acts are the decisions and documents that create or change a company. In practice, each one has a set format, a quorum and a registry.
| Portuguese term | English meaning | Practical context |
|---|---|---|
| Ato constitutivo | Incorporation document | The generic name for the document that creates a company: articles of association for a Ltda, or incorporation minutes and bylaws for an S.A. |
| Contrato social | Articles of association (Ltda) | The constitutional document of a Ltda. It is a contract among partners, so every change is made by an amendment. |
| Estatuto social | Bylaws (S.A.) | The constitutional document of an S.A. It is approved and amended by the shareholders’ meeting. |
| Alteração contratual | Amendment to the articles | Since Law 14,451/2022, most amendments in a Ltda need partners holding more than half of the capital, instead of the former three quarters. |
| Consolidação | Consolidated articles | A restated full text that includes all previous amendments. Banks and auditors usually ask for it. |
| Reunião de sócios / assembleia de sócios | Partners’ meeting | A Ltda with more than ten partners must hold a formal assembly. A written decision signed by all partners replaces the meeting. |
| AGO (assembleia geral ordinária) | Annual general meeting | Held within four months after the fiscal year end to approve accounts and allocate profits. In a Ltda, the equivalent annual meeting has the same deadline. |
| AGE (assembleia geral extraordinária) | Extraordinary general meeting | Any other shareholders’ meeting, for example to amend the bylaws or increase capital. |
| Ata | Minutes | The written record of a meeting. Minutes that affect third parties are filed at the Board of Trade. |
| Boletim de subscrição | Subscription form | The document in which a shareholder subscribes new shares in an S.A. It is filed with the incorporation or capital increase. |
| Termo de posse | Instrument of investiture | The document by which an administrator or officer accepts office. If not signed within 30 days of appointment, the appointment lapses. |
| Integralização | Payment of subscribed capital | The moment capital is actually paid, in cash or assets. For foreign partners, cash comes in through an FX contract and must be reflected in SCE-IED. |
| Aumento / redução de capital | Capital increase / reduction | Both require an amendment and a filing. A capital reduction triggers a creditor objection period before it takes effect. |
| Transformação | Conversion | A change of legal form, for example from Ltda to S.A., without dissolving the company. |
| Incorporação | Merger by absorption | One company absorbs another, which ceases to exist. Note that it does not mean “incorporation” in the English sense. |
| Fusão | Merger (amalgamation) | Two or more companies combine into a new one, and all of them cease to exist. |
| Cisão | Spin-off or split-up | All or part of a company’s assets are transferred to one or more companies, existing or new. |
| Distrato / liquidação / baixa | Dissolution agreement / winding up / deregistration | The steps to close a company. Deregistration of the CNPJ requires the tax and registry trail to be clean. |
| Exigência | Registry requirement (deficiency notice) | A Board of Trade request to correct a filing. Each round adds days, so a clean first filing is worth the effort. |
| Arquivamento | Registration (filing) of an act | The formal registration of an act at the Board of Trade. Acts filed within 30 days of signature take effect from their date. |
Every act at the Board follows the same sequence. Our guide to Junta Comercial requirements details the most frequent deficiency notices.
Approve the act
Hold the meeting or sign the written decision with the correct quorum, and draft the amendment or minutes.
Collect signatures
Sign with an accepted electronic signature or on paper, and check powers of attorney for every signatory.
File at the Board
Submit the act with the DBE where CNPJ data changes, pay the registry fees and answer any deficiency notice.
Update the other registers
Confirm the CNPJ record, then state and municipal registrations, the bank and, where capital changed, SCE-IED.
Foreign capital, FX and representation
Foreign capital adds a second layer of vocabulary. In addition, the representation rules decide who can sign for a foreign partner in Brazil.
| Portuguese term | English meaning | Practical context |
|---|---|---|
| Investimento estrangeiro direto (IED) | Foreign direct investment | Capital a non-resident invests in a Brazilian company. It is governed by Law 14,286/2021 and Resolution BCB 278/2022. |
| SCE-IED | Central Bank foreign direct investment system | The system where the Brazilian company reports foreign investment and its changes. See our SCE-IED guide. |
| SCE-Crédito | Central Bank external credit system | Reports intercompany and external loans above the reporting thresholds. It replaced the former ROF registration. |
| Contrato de câmbio | Foreign exchange contract | Every inflow or outflow of foreign currency is converted under an FX contract with an authorized bank. Its classification must match the nature of the transaction. |
| Mútuo | Loan | An intercompany loan is a common alternative to capital. It is reported in SCE-Crédito when it reaches the threshold and has tax effects on interest. |
| Lucros e dividendos | Profits and dividends | Since 1 January 2026, dividends paid to shareholders resident abroad bear 10% withholding tax under Law 15,270/2025, with a transition rule for profits approved by 31 December 2025. |
| JCP (juros sobre capital próprio) | Interest on net equity | A deductible payment to shareholders calculated on equity. Complementary Law 224/2025 raised its withholding rate from 15% to 17.5% from 2026. |
| Procurador | Attorney-in-fact | The person resident in Brazil who represents a foreign partner. The power of attorney must include power to receive service of process. |
| Procuração | Power of attorney | Granted abroad, it usually needs an apostille and a sworn translation. Check that the powers match the act to be signed. |
| Representante legal | Legal representative | Used loosely for the resident attorney of a foreign partner and for the person responsible for the CNPJ. See choosing a legal representative. |
| Apostila | Apostille | Brazil has applied the Hague Apostille Convention since August 2016. Documents from non-member countries still need consular legalization. |
| Tradução juramentada | Sworn translation | Made by a public translator (tradutor público) registered in Brazil, a profession now regulated by Law 14,195/2021. Translations done abroad are generally not accepted. See apostille and sworn translation. |
| Reconhecimento de firma | Notarial signature recognition | A notary certifies that a signature is genuine. Electronic signatures accepted by the Board often replace it. |
| Beneficiário final | Ultimate beneficial owner | The individual who ultimately owns or controls the entity, presumed above 25% or by control. See beneficial ownership and e-BEF. |
| e-BEF | Digital beneficial owners form | The Federal Revenue form created by IN RFB 2,290/2025 and in use since 1 January 2026. A Ltda with a corporate partner is in scope from 2026. |
Tax IDs, regimes, licenses and certificates
After registration, the company needs tax IDs at three levels and a set of certificates. As a result, a due diligence checklist in Brazil is mostly a list of certificates.
| Portuguese term | English meaning | Practical context |
|---|---|---|
| Inscrição estadual (IE) | State tax registration | Needed for activities subject to ICMS, such as trade and industry. Pure service companies are usually exempt. |
| Inscrição municipal / CCM | Municipal tax registration | Needed for ISS on services. In São Paulo city it is the CCM (Cadastro de Contribuintes Mobiliários). |
| Alvará de funcionamento | Operating permit | The municipal license to operate at an address. Low-risk activities may be exempt or receive it automatically. |
| Simples Nacional | Simplified tax regime for small companies | Not available when a legal entity is a partner or for branches of foreign companies (Complementary Law 123/2006, art. 3, §4). |
| Lucro Presumido | Presumed profit regime | Available up to R$ 78 million annual revenue. Since 2026, presumption percentages are 10% higher on revenue above R$ 5 million a year (Complementary Law 224/2025). |
| Lucro Real | Actual profit regime | Taxes accounting profit with adjustments. It is mandatory above R$ 78 million and for certain activities. |
| IRPJ / CSLL | Corporate income tax / social contribution on net profit | Together usually 34% (15% plus 10% surtax, plus 9%). See corporate tax in Brazil. |
| CBS / IBS | Federal and subnational value-added taxes | Created by Constitutional Amendment 132/2023 and Complementary Law 214/2025, phased in from 2026 to 2033. See Brazil tax reform. |
| Certificado digital (e-CNPJ) | Corporate digital certificate | An ICP-Brasil certificate used to sign tax filings and access portals. It is issued to the company and used by its legal representative. |
| Radar Siscomex | Import and export authorization | Federal Revenue authorization to operate in foreign trade. Without it, the company cannot import or export in its own name. |
| CND / CPEN | Tax clearance certificate / positive certificate with negative effects | Joint federal certificate from the Federal Revenue and the Attorney General of the National Treasury (PGFN). A CPEN means debts exist but are suspended or secured. |
| CRF (FGTS) | FGTS regularity certificate | Issued by Caixa for the employee severance fund. Required in public tenders and financing. |
| CNDT | Labor debt clearance certificate | Issued by the labor courts under Law 12,440/2011. A standard item in due diligence. |
| Certidão simplificada | Board of Trade summary certificate | Shows the company’s current registration data. It is the closest equivalent to a certificate of good standing. |
| Certidão de distribuição / protestos | Litigation search / protest search certificates | Certificates from courts and protest registries in the company’s locations. Due diligence usually covers each relevant city. |
A practical checklist for a standard certificate pack in an acquisition or a bank onboarding:
- Board of Trade summary certificate and consolidated articles or bylaws.
- CNPJ card and QSA printout.
- Federal CND or CPEN, plus state and municipal tax certificates.
- CRF (FGTS) and CNDT.
- Civil, tax, labor and federal court searches, and protest searches, for the head office city.
- e-BEF receipt, where the entity is in scope.
For a structured review, see our due diligence certificates service.
Governance, books and the annual cycle
Governance terms describe how decisions are recorded and how the company reports each year. Consequently, they are the terms auditors check first.
| Portuguese term | English meaning | Practical context |
|---|---|---|
| Capital social | Share capital | The capital stated in the articles. It can be subscribed now and paid in later, within the terms set. |
| Ações ordinárias / preferenciais | Common / preferred shares | Preferred shares usually have priority in dividends. Non-voting or restricted-vote preferred shares cannot exceed 50% of total shares. |
| Voto plural | Multiple voting shares | Introduced by Law 14,195/2021 for closed and pre-IPO companies, with up to ten votes per share and a time limit. |
| Acordo de sócios / acordo de acionistas | Quotaholders’ / shareholders’ agreement | Rules on voting, transfers and exits. In an S.A., it binds the company once filed at its head office (Law 6,404/1976, art. 118). |
| Livros societários | Corporate books | The statutory registers of owners, meetings and management. Missing books are a frequent due diligence finding. See corporate books in Brazil. |
| Livro de registro de ações nominativas | Register of registered shares | In an S.A., it proves ownership of shares. A transfer is completed by an entry in the share transfer book. |
| Demonstrações financeiras | Financial statements | Approved annually by the partners or shareholders. A Ltda is generally not required to publish them. |
| Publicação | Statutory publication | An S.A. publishes certain acts and financial statements. Closed corporations with revenue up to R$ 78 million may publish electronically (Law 6,404/1976, art. 294). |
| Livro Diário / ECD | General journal / digital accounting bookkeeping | Accounting books are kept digitally and filed through SPED as the ECD. |
| ECF | Digital tax bookkeeping | The annual corporate income tax return. Its revenue figure also drives the e-BEF thresholds. |
| Prestação de contas | Accountability (approval of accounts) | The annual approval of management’s accounts. It releases administrators from liability for the period, except in case of error, fraud or simulation. |
For the full annual calendar, see our Brazil corporate compliance calendar.
Brazilian corporate terms that are often mistranslated
Several Brazilian corporate terms look like English words but mean something else. Therefore, a careless translation can cause a wrong board approval or a wrong filing abroad.
- Incorporação is not incorporation. It means a merger by absorption. The act of creating a company is constituição.
- Administrador is not an administrator in insolvency. It is the manager who runs and represents a Ltda.
- Diretor is not a board member. In an S.A., a diretor is an executive officer. Board members sit on the conselho de administração.
- Sociedade anônima is not “anonymous”. It is a corporation, and its shareholders are identified in the share register.
- Filial is not a subsidiary. It is a branch with no separate legal personality. A subsidiary is a controlada or subsidiária.
- Certidão negativa is good news. “Negative” means no debts or lawsuits were found.
- Capital social is not equity. It is only the stated capital. Equity in the balance sheet is patrimônio líquido.
Finally, keep a short internal style sheet for every Brazilian entity: exact names, CNPJ, NIRE, partners’ IDs and signatories. It saves rework in every future act.
Questions investors ask
What is the difference between a Ltda and an S.A. in Brazil?
A Ltda is a limited company governed by the Civil Code, with capital in quotas and simpler governance. An S.A. is a corporation governed by Law 6,404/1976, with shares, more formal books and publications. Most foreign subsidiaries start as a Ltda or SLU.
What does CNPJ mean?
CNPJ is the National Register of Legal Entities, the federal tax ID of every company in Brazil. Foreign companies that hold quotas or shares in a Brazilian company also need one. Since July 2026, new numbers may include letters.
What is a Junta Comercial?
It is the Board of Trade, the state registry where business companies are incorporated and file their corporate acts. There is one in each of the 27 states, all following rules set by the DREI.
What is the English for contrato social?
The usual translation is articles of association. It is the constitutional document of a Ltda, and every change requires a written amendment filed at the Board of Trade.
What does incorporação mean in Brazilian corporate law?
It means a merger by absorption, where one company absorbs another that ceases to exist. It does not mean creating a company, which in Portuguese is constituição.
What is a certidão negativa de débitos?
It is a tax clearance certificate stating that no debts were found. A positive certificate with negative effects (CPEN) shows debts that are suspended or secured, and it has the same effect for most purposes.
What is JCP in Brazil?
JCP (juros sobre capital próprio) is interest on net equity, a deductible way to pay shareholders. From 2026, its withholding rate is 17.5%, under Complementary Law 224/2025.
Sources
- Civil Code, Law 10,406/2002 (Portuguese)
- Corporations Law, Law 6,404/1976 (Portuguese)
- Law 14,195/2021 (Portuguese)
- Felsberg Advogados, Law 14,451/2022 and Ltda quorums (Portuguese)
- PwC Brazil, Complementary Law 224/2025 (Portuguese)
- Federal Revenue, e-BEF manual (Portuguese)
- Demarest, Complementary Law 182/2021 and the Corporations Law (Portuguese)