To open a company in Brazil from the US, an American investor follows the same legal path as any foreign investor, but a few points are specific: there is no income tax treaty between the two countries, US documents are apostilled state by state, and US LLCs raise questions on both sides of the border. This guide covers the Brazilian side in detail and flags where your US tax advisor needs to be involved.
In brief
- Usual vehicle
- SLU or Ltda subsidiary
- US-Brazil income tax treaty
- None in force
- US documents
- Apostille by the issuing state
- Ready to operate
- 15 to 30 days after documents arrive
- A US corporation, LLC or individual can own 100% of a Brazilian company in almost every sector.
- Dividends paid to the US bear 10% Brazilian withholding tax since January 2026, with no treaty reduction available.
- Brazil may treat certain LLCs owned by non-US residents as a privileged tax regime, which changes how intercompany transactions are taxed.
- US reporting and anti-deferral rules apply to the new subsidiary and must be reviewed by a US tax advisor before incorporation.
Who can own the Brazilian company
Brazil does not require a local partner. A US corporation, a US LLC or a US individual can hold all the quotas of a Brazilian limited company, and the same applies to most sectors of the economy. Some activities, such as media, rural land, aviation, certain financial services and border areas, have specific limits or need prior approval.
Most US groups use one of two structures. A single-member limited company (SLU) is the simplest option when one US entity will own the business. A limited company (Ltda) fits when there are two or more partners, for example a US parent and a co-investor. A corporation (S.A.) is reserved for businesses that plan investment rounds or share classes. Our guide to the types of companies in Brazil compares them in detail.
Which US entity should hold the shares is a question for both sides. On the Brazilian side, the choice affects documents and, in some cases, tax treatment. On the US side, it affects how the subsidiary’s income is reported and taxed, which is outside the scope of this guide.
Using a US LLC as the partner
Many US investors want to hold the Brazilian company through an existing LLC. Brazil accepts an LLC as a partner, but three points need attention before you decide.
- The LLC needs its own Brazilian CNPJ. Like any foreign legal entity that holds quotas in Brazil, the LLC registers with the Federal Revenue (Receita Federal) under IN RFB 2,119/2022, appoints a resident representative and identifies its ultimate beneficial owners. See our guide on CNPJ for foreign companies.
- Documents are less standard than a corporation’s. Brazilian registries expect to see who manages the LLC and who may sign. Therefore, the certificate of formation, a certificate of good standing and the operating agreement (or a manager’s certificate summarizing the signing powers) are usually needed, all apostilled and translated.
- Privileged tax regime classification. Brazilian rules (IN RFB 1,037/2010) list as a privileged tax regime the state LLCs whose members are not resident in the US and that are not subject to US federal income tax. In 2026, the Federal Revenue confirmed this reading in a binding ruling (Solução de Consulta COSIT 56/2026). If the LLC falls in that category, Brazilian transfer pricing and other anti-avoidance rules apply to its transactions with the Brazilian company. An LLC owned by US residents is generally outside that definition, but the facts should be checked.
Apostille and US documents
The United States and Brazil are both parties to the Hague Apostille Convention, in force in Brazil since August 2016. As a result, US documents need an apostille, not consular legalization, and then a translation into Portuguese by a Brazilian sworn translator (tradutor público).
| Document | Who apostilles it | Practical note |
|---|---|---|
| Certificate of incorporation or formation, good standing | Secretary of State of the state where the entity was formed | Request recent certified copies; registries prefer documents issued within the last months |
| Board or member resolution and power of attorney | Signed before a notary public, then apostilled by the Secretary of State of the notary’s state | Some states require a county clerk certification before the apostille |
| Federal documents (for example, issued by a federal agency) | US Department of State | Slower; use only when the document is federal |
| Passport copy of US individuals | Notarized copy, then apostilled by the state | Needed for CPF and partner or administrator registration |
Plan the order carefully. A document notarized in New York but apostilled by the wrong state is rejected, and a power of attorney with missing powers must be redone from scratch. Our guide on apostille and sworn translation explains the Brazilian side of the process.
How to open a company in Brazil from the US step by step
Define structure and holding entity
Decide between SLU and Ltda, choose the US entity that will hold the quotas and confirm the US tax treatment with your advisor.
Appoint the people
Choose the administrator, who may live in the US if a resident attorney with powers to receive service is appointed, and the resident legal representative of the foreign partner.
Prepare and apostille US documents
Corporate documents, resolutions and powers of attorney are signed, notarized and apostilled in the US, then sent to Brazil.
Obtain Brazilian tax IDs
The US entity obtains a CNPJ and each US individual involved obtains a CPF.
Incorporate the company
The articles of association are filed with the Board of Trade (Junta Comercial), and the company receives its CNPJ, state and municipal registrations.
Open the bank account and bring in capital
The company opens a corporate account, the capital is wired from the US through a foreign exchange contract, and the investment is registered with the Central Bank in SCE-IED.
The process can be completed without traveling to Brazil. Once the apostilled documents arrive in Brazil, our team typically has the company ready to operate within 15 to 30 days, unless the activity requires a specific license. Our full guide on opening a business in Brazil details each step.
Taxes when you open a company in Brazil from the US
Brazil and the United States have no comprehensive income tax treaty in force. The Federal Revenue’s official list of treaties to avoid double taxation does not include the US. The two countries do have a tax information exchange agreement (promulgated by Decree 8,003/2013) and an intergovernmental agreement on FATCA, which means tax information flows between the authorities.
The Brazilian side
- Corporate tax. The Brazilian company pays corporate income tax (IRPJ) and social contribution on profit (CSLL), which reach 34% for most companies, under Lucro Real or Lucro Presumido. Simples Nacional is not available when a legal entity is a partner. See our corporate tax guide.
- Dividends. Since 1 January 2026, dividends paid to shareholders resident abroad bear 10% withholding income tax (Law 15,270/2025). Without a treaty, there is no reduced rate for US shareholders. Profits accrued through 2025 and approved for distribution by 31 December 2025 remain exempt if paid on the original terms.
- Service fees and royalties to the US parent. Payments abroad for services, royalties and interest bear Brazilian withholding taxes and, in many cases, other contributions. The cost should be modeled before signing intercompany agreements, together with Brazil’s OECD-aligned transfer pricing rules (Law 14,596/2023).
- Consumption taxes. PIS, COFINS, ICMS and ISS are being replaced by CBS and IBS from 2026 to 2033. Our guide on the tax reform has the calendar.
The US side: what to raise with your advisor
We do not advise on US tax. However, US investors should expect their advisor to review at least the following before the company is incorporated:
- the US anti-deferral regimes that apply to controlled foreign corporations and how the Brazilian company’s income will be reported;
- whether an entity classification election for the Brazilian company or the holding LLC makes sense;
- whether Brazilian taxes, including the 10% dividend withholding, can be credited in the US;
- information returns and foreign account reporting that arise from owning a foreign company and signing on its bank accounts.
The Brazilian accountant and the US advisor should talk to each other early. Many decisions, such as the dividend policy, intercompany charges and the holding entity, work well only when both sides are aligned.
Moving money between the US and Brazil
Capital enters Brazil through a foreign exchange contract with a Brazilian bank, under the foreign exchange framework of Law 14,286/2021. The bank converts the dollars into reais and credits the company’s account. The company then registers the investment in the Central Bank’s SCE-IED system, as Resolution BCB 278/2022 requires.
That registration is not a formality. It is the record that supports future dividend payments and the return of capital to the US. Our SCE-IED guide explains the reporting duties. For the account itself, see our guide on how foreign-owned companies open a bank account in Brazil.
- Brazilian banks perform their own KYC on the US owners, including beneficial ownership, so have organizational charts and ID documents ready.
- Wire the capital only after the company has its CNPJ and account, and use the same wording on the wire and the Brazilian documents.
- Keep the FX contract and SCE-IED receipts with the corporate records; they are requested in audits and future sales.
Executives, visas and social security
A US citizen can be an administrator of a Brazilian Ltda or a director of an S.A. while living in the US, provided a representative resident in Brazil holds powers to receive service of process. See our guide on foreign residents as directors. In practice, many US groups also appoint a local administrator to deal with banks and authorities.
If an American executive will move to Brazil, a visa and residence authorization are needed before starting work. Investors who put capital into a Brazilian company may also qualify for residence through investment, as explained in our investor visa guide.
Brazil and the US have a social security agreement in force since 2018. In general, it allows workers temporarily posted from one country to the other to remain covered by their home system for a limited period, avoiding double contributions. The specific conditions and certificates should be confirmed with the payroll provider before the assignment starts.
Questions investors ask
Can a US citizen open a company in Brazil?
Yes. A US citizen or a US company can own 100% of a Brazilian company in almost every sector, without a Brazilian partner. The investor needs a CPF or CNPJ, a resident legal representative and apostilled documents, and the process can be run from the US.
Is there a tax treaty between the US and Brazil?
No. There is no comprehensive income tax treaty in force between Brazil and the United States. The countries have a tax information exchange agreement, a FATCA agreement and a social security agreement, but none of these reduces Brazilian withholding taxes on dividends, interest or royalties.
Can a US LLC own a Brazilian company?
Yes. The LLC obtains a Brazilian CNPJ, appoints a resident representative and presents apostilled formation and good standing documents. Brazil may classify LLCs owned by non-US residents as a privileged tax regime, and the LLC’s US tax classification matters, so confirm the choice with advisors on both sides.
How are dividends from Brazil to the US taxed?
Brazil withholds 10% income tax on dividends paid abroad since January 2026, and no treaty reduction is available for US shareholders. Whether that tax can be credited in the US, and how the income is taxed there, is a question for a US tax advisor.
Do I need to travel to Brazil to open the company?
No. Documents are signed in the US, notarized and apostilled, and a representative in Brazil handles the filings. Travel may still help when opening the bank account or meeting partners, but it is not legally required.
How long does it take to open a company in Brazil from the US?
Preparing and apostilling US documents usually takes a few weeks, depending on the state. Once the apostilled documents arrive in Brazil, our team typically has the company ready to operate within 15 to 30 days, unless the activity requires a specific license.
Sources
- Federal Revenue of Brazil, treaties to avoid double taxation
- Decree 8,003/2013, Brazil-US tax information exchange agreement
- US Department of State, apostille requirements
- Law 15,270/2025, withholding tax on dividends
- Law 14,286/2021, foreign exchange and foreign capital
- US LLCs as privileged tax regime: Solução de Consulta COSIT 56/2026