Market entry · Brazil
A practical guide for foreign investors who want to open and run a company in Brazil, and a team in São Paulo that takes it from the first document to the first invoice.
Foreign ownership is allowed in most business activities.
No legal minimum capital for a limited company (LTDA) in most activities.
No travel needed: documents are signed by power of attorney or digitally.
From apostilled documents to a company ready to operate, unless a specific license is required.
Get your personal route to Brazil in one minute.
Who will own the Brazilian company?
Where are the partners' documents issued?
What will the company do in Brazil?
Where will the administrator live?
Will there be people working in Brazil?
When do you want to start operating?
Your plan is ready.
Send it to our corporate team. We review every point and reply with the confirmed route, fees and next steps, in English.
- Free first review
- No commitment
- Confidential
Answer six quick questions. Your route, timeline, documents and alerts are built here as you go.
YOUR ROUTE
DOCUMENTS TO PREPARE
ATTENTION POINTS
Indicative plan based on your answers. We confirm every point in a free first review.
01 · Why Brazil
The largest economy in Latin America, with its own rules.
Brazil offers a market of continental scale, a sophisticated financial system and a strong base in agribusiness, energy, technology and services. It also has a legal and tax environment that rewards preparation: registrations happen at federal, state and municipal level, documents must be in Portuguese, and every foreign partner needs a local representative.
GLOBAL ROUTES
Wherever you invest from, one route into Brazil.02 · Your entry path
Choose the route that matches your plan.
The steps change depending on who invests and how. Select your profile to see the route we usually recommend.
route://subsidiary
- Parent company CNPJThe foreign shareholder is registered with the Federal Revenue (Receita Federal) through a resident attorney.
- Corporate documents abroadBoard resolution, certificate of good standing and power of attorney, notarized and apostilled.
- Brazilian LTDA or S.A.Articles drafted in Portuguese and filed at the Junta Comercial, with administrators in Brazil or abroad.
- Capital and Central BankCapital paid in through a foreign exchange contract and reported to the Central Bank (SCE-IED).
- OperationTax registrations, licenses, bank account, accounting and recurring compliance.
route://individual-investor
- Investor CPFIssued through a Brazilian consulate or by a resident attorney in Brazil.
- Power of attorney and apostilleSigned in your country, apostilled and later translated by a sworn translator.
- Single-member LTDASince 2019 one person can own 100% of a limited company (SLU), with no minimum capital in most activities.
- AdministrationManage the company from abroad through a resident attorney, or appoint a manager in Brazil.
- Optional: investor residenceAn investment of R$ 500,000 (or R$ 150,000 in innovation projects) can support a residence application.
route://startup
- Lean structureA single-member LTDA or an LTDA with founders and a clean cap table.
- Activity codes (CNAE)Chosen to avoid unnecessary licenses and to fit the right tax regime.
- Fast launchDigital signatures, registered address and CNPJ in the shortest possible path.
- Ready for investorsQuota transfers, capital increases and conversion to S.A. when the round arrives.
route://existing-company
- Corporate diagnosisReview of articles, registrations, minutes and books to find gaps.
- Corporate actsAmendments, partner changes, mergers, spin-offs and conversions.
- Branches and new statesNew establishments, state registrations and local licenses.
- RegularizationPending Junta requirements, inactive registrations and overdue filings.
03 · Step by step
How to open a company in Brazil as a foreigner.
The full sequence for a foreign investor, in the order it actually happens. We run every step and keep you updated in English.
- 01
Tax ID for each foreign partner (CPF or CNPJ)
Foreign individuals need a CPF and foreign companies need a CNPJ before they can hold quotas in Brazil. Both are issued by the Federal Revenue (Receita Federal), through a Brazilian consulate or an attorney resident in Brazil, under Normative Instructions RFB 2,172/2024 (CPF) and 2,119/2022 (CNPJ).
CPFCNPJ for foreign entitiesIN RFB 2,172/2024IN RFB 2,119/2022 - 02
Power of attorney to a resident in Brazil
Every foreign partner must appoint a person resident in Brazil with powers to represent it before the authorities and to receive service of process. LegalBR can act as this legal representative.
We can act as your representative - 03
Apostille of foreign documents
Brazil is a party to the Hague Apostille Convention. Corporate documents, IDs and powers of attorney issued abroad are notarized and apostilled in the country of origin. Documents from countries outside the Convention go through consular legalization instead. Read the full guide to apostille and sworn translation.
Articles or bylawsGood standingUltimate beneficial owner - 04
Sworn translation and registration
Documents in a foreign language are translated into Portuguese by a sworn public translator and, when required, registered at a Registry of Deeds and Documents in Brazil. Bilingual documents (original plus Portuguese) may be accepted by the Junta Comercial without a sworn translation.
- 05
Articles of association
We draft the articles in Portuguese: corporate name, registered address, business activities (CNAE codes), share capital, quota holders and administration. These choices drive licensing and taxes, so they are made with your operation in mind.
- 06
Filing at the Board of Trade (Junta Comercial)
The articles are filed at the Junta Comercial of the state where the company will have its head office. Once approved, the company receives its NIRE and its CNPJ.
NIRECNPJDigital signatures - 07
Tax registrations, licenses and digital certificate
Depending on the activity: state registration (ICMS), municipal registration (ISS), operating permit and sector licenses, such as health or environmental. The company also obtains an e-CNPJ digital certificate to file with the tax authorities.
- 08
Bank account, capital and Central Bank
The corporate account is opened under the bank's compliance rules. Capital from abroad enters through a foreign exchange contract, and foreign direct investment is reported to the Central Bank of Brazil (SCE-IED system) under Law 14,286/2021. See how SCE-IED reporting works.
FX contractSCE-IEDLaw 14,286/2021
04 · Company types
LTDA, single-member LTDA, S.A. or branch?
Most foreign investors choose a limited company (LTDA). Here is how the main options compare.
| Criteria | Limited companyLTDAMOST USED | Single-memberSLU | CorporationS.A. | Foreign branchFilial |
|---|---|---|---|---|
| Owners | Two or more quota holders | One quota holder | Two or more shareholders (one, for a wholly-owned subsidiary of a Brazilian company) | The foreign company itself |
| Liability | Limited to the capital | Limited to the capital | Limited to the shares subscribed | The foreign company is directly liable |
| Minimum capital | No legal minimum in most activities | No legal minimum in most activities | No legal minimum; at least 10% of cash subscriptions paid in and deposited in a bank | Capital allocated by the parent |
| Management | Administrators in Brazil or abroad* | Administrator in Brazil or abroad* | Officers in Brazil or abroad*; board optional for closely held companies | Resident manager with full powers |
| Complexity | Low | Low | Higher: publications, books, governance | High: prior federal authorization |
| Best for | Subsidiaries and joint ventures | Individual investors and lean subsidiaries | Larger groups, investment rounds, capital markets | Specific cases, usually regulated sectors |
* Non-resident administrators must appoint an attorney in Brazil with powers to receive service of process, valid for at least three years after the end of the term. Read more in our guide Types of Companies in Brazil: Which One to Choose?
05 · Document checklist
Are you ready to start?
Tick what you already have. The meter shows how close you are to filing. Nothing you tick is sent anywhere.
Whatever your score, we can obtain or prepare the missing items for you.
Send my checklist06 · After incorporation
Opening is the beginning. Staying compliant is the job.
Brazilian companies with foreign partners carry recurring obligations. We keep the corporate side organized so your team can focus on the business.
Central Bank reporting
Foreign direct investment, capital increases and profit distributions are reported to the Central Bank (SCE-IED), with periodic declarations depending on company size.
Annual corporate acts
Approval of accounts, administrator terms, minutes and registrations at the Junta Comercial, on time and in Portuguese.
Legal representative
A resident representative for each foreign partner and non-resident administrator, with powers that stay valid and documents that stay updated.
Licenses and registrations
Operating permits, state and municipal registrations and sector licenses kept active as the company grows.
Accounting and tax filings
Monthly bookkeeping and filings with a Brazilian accountant. We coordinate with your accounting firm or indicate one.
Changes over time
New partners, capital increases, new branches, address changes or closing a company, handled as standard corporate acts.
07 · Taxes and reform
Know the tax regime before you incorporate.
Companies with a partner domiciled abroad cannot opt for Simples Nacional, so they are taxed under the presumed profit (Lucro Presumido) or actual profit (Lucro Real) regime. On top of that, Brazil is replacing its consumption taxes between 2026 and 2033.
Test year
CBS (federal) and IBS (state and municipal) appear on invoices at test rates, alongside the current taxes.
CBS in force
PIS and COFINS are extinguished and replaced by CBS.
Gradual shift
ICMS and ISS are reduced step by step while IBS increases.
New system
ICMS and ISS are extinguished. CBS and IBS operate in full.
Based on Constitutional Amendment 132/2023 and Complementary Law 214/2025. Tax structuring is defined with your accountant or tax advisor; we align the corporate documents with it. Read our guide to the tax reform.
08 · Investor visa
Invest and live in Brazil.
Under the Migration Law (Law 13,445/2017) and CNIg Normative Resolution 13/2017, as amended, a foreign individual who invests in a Brazilian company can apply for residence. The company and the investment are structured first; the residence application follows.
General investment
Investment of own funds in a new or existing Brazilian company, supported by a business plan showing the impact on jobs and on the economy.
Innovation projects
A reduced amount for investments in innovation, research or technology projects, under the specific requirements of the rules.
Immigration requirements change and are analyzed case by case with an immigration specialist before any investment is made. Read our investor visa guide.
09 · How we help
One team for the corporate life of your company in Brazil.
LegalBR is a corporate advisory and paralegal firm based in São Paulo, working with foreign investors, law firms and multinational groups.
10 · FAQ
Questions investors ask us.
Can a foreigner own 100% of a company in Brazil?
Do I need to travel to Brazil to open the company?
Who can be the administrator of the company?
How long does it take to open a company in Brazil?
Is there a minimum capital?
What is a CPF and a CNPJ?
Do I need to register the investment with the Central Bank?
Can my company use Simples Nacional?
Can LegalBR be my legal representative in Brazil?
Start your company in Brazil
Tell us about your plan. We map the route.
You receive a clear plan with steps, documents, timeline and fees, in English.
- Reply from our corporate team, not a call center
- Drafts in English and Portuguese
- One point of contact from incorporation to compliance
Focused on company formation, corporate acts and registrations for foreign investors in Brazil.
Last reviewed:Official sources
- Law 14,286/2021 · Foreign capital
- BCB Resolution 278/2022 · SCE-IED
- Law 14,195/2021 · Business Environment Law
- DREI Normative Instruction 112/2022
- RFB Normative Instruction 2,119/2022 · CNPJ
- Law 6,404/1976 · Corporations (S.A.)
- Law 13,874/2019 · Single-member LTDA
- Decree 8,660/2016 · Apostille Convention
- Complementary Law 123/2006 · Simples Nacional
- Constitutional Amendment 132/2023 · Tax reform
- Complementary Law 214/2025 · CBS and IBS
- Law 13,445/2017 · Migration Law
This page provides general information and does not constitute legal, tax or immigration advice. LegalBR does not provide services restricted to lawyers; when they are needed, they are provided at the client's discretion by a duly licensed professional.