Company Formation in Brazil (2026): How to Open a Company as a Foreigner, Fees and Timeline

Reviewed by Luiz Eduardo da Silva, director of LegalBR. Updated on 1 November 2026. About 15 minutes to read.

Company formation in Brazil is open to foreigners: a foreign company or individual can open a company in Brazil without a local partner, without living in the country and, in most activities, without minimum capital. What decides the timeline is not the registration itself but the preparation: tax IDs for the foreign partners, a resident representative and apostilled documents. This guide walks through every step under the rules in force in October 2026, from the first planning call to the first invoice.

Choose the structure first

Almost every foreign investor ends up with one of three legal forms. The choice shapes the documents, the governance and the tax regimes available, so it comes before anything else. Our guide on types of companies in Brazil compares them in depth; here is the short version.

For a wholly owned subsidiary, the SLU is usually the most efficient choice. In addition, an SLU becomes an Ltda simply by admitting a partner, and an Ltda can later transform into an S.A. while keeping the same CNPJ. Therefore, the decision is reversible, although changing later costs time.

Prerequisites for foreign partners

Most delays happen before the Board of Trade (Junta Comercial) ever sees the file. Three prerequisites apply to every foreign partner, whatever the structure.

A Brazilian tax ID for each foreign partner

A foreign individual partner or administrator needs a CPF, the individual taxpayer number issued by the Federal Revenue (Receita Federal) under IN RFB 2,172/2024. A foreign company that will hold quotas or shares needs its own CNPJ. In practice, under IN RFB 2,119/2022, a foreign entity holding equity in a Brazilian company receives its CNPJ through the Central Bank’s register of non-residents (CDNR). Our guide on CNPJ for foreign companies explains that route step by step.

A representative resident in Brazil

Each foreign partner must keep a representative resident in Brazil with powers to receive service of process and to act before the Federal Revenue. Likewise, an administrator who lives abroad must appoint a resident representative whose powers last at least three years after the end of the term. The representative can be the same person who manages the company locally. See our guide to choosing a legal representative.

Apostilled and translated documents

Brazil has applied the Hague Apostille Convention since 14 August 2016. As a result, documents issued in other member countries need an apostille instead of consular legalization. Then, a Brazilian sworn translator (tradutor público) translates them into Portuguese. In our practice, the package for a foreign corporate partner is short: a recent certificate of good standing of the parent, which on its own proves that the parent exists, the passport of the person who signs for the parent, the identification of the beneficial owners and the powers of attorney. The parent’s full articles and a board resolution approving the investment are not usually required. The route for each country and the documents for individual partners are in our documents from abroad checklist.

Company formation in Brazil in 10 steps

The sequence below is the one we follow for an SLU or Ltda owned from abroad. Some steps run in parallel; however, the order of the registrations is fixed by the integrated system for registering businesses (REDESIM).

1. Plan the structure, activity and tax regime

   Define the legal form, the business activity codes (CNAE), the capital, who will manage the company and the likely tax regime. The activity codes drive licenses, invoices and taxes, so describe the real business precisely.

2. Secure a registered address

   The company needs a commercial address where the municipality allows the activity. A lease, a coworking contract or a virtual office may work for many service activities, but zoning rules vary by city.

3. Obtain CPF and CNPJ for the foreign partners

   Individuals obtain a CPF; foreign companies obtain a CNPJ through the Central Bank’s non-resident register. Both are needed before the articles are signed.

4. Sign the powers of attorney and apostille them

   The parent and any foreign individuals appoint the resident representative and grant powers to sign the incorporation documents. Then the documents are apostilled and translated.

5. Run the name and zoning check

   Through REDESIM, the Board of Trade checks the company name and the municipality confirms the address can host the activity (consulta de viabilidade). Alternatively, the company can use its CNPJ number as its name.

6. Draft and sign the articles of association

   The articles (contrato social) set the name, purpose, capital, quotas, administrators and decision rules. They can be signed with a Brazilian digital certificate (ICP-Brasil) or physically under the powers of attorney.

7. Register with the Board of Trade and receive the CNPJ

   The articles are filed with the state Board of Trade, which issues the company registration number (NIRE). In the integrated flow, the Federal Revenue issues the company’s CNPJ at the same time.

8. Complete state and municipal registrations

   Companies selling goods register with the state tax authority for ICMS; service companies register with the municipality for ISS. Operating licenses (alvará) and, where required, fire department and health permits follow.

9. Issue the e-CNPJ and open the bank account

   The administrator obtains the company’s ICP-Brasil digital certificate, used for tax filings and invoices. Then the company opens its corporate account, as explained in our guide to opening a bank account in Brazil.

10. Bring in the capital and issue the first invoice

    The parent wires the capital through a foreign exchange contract, the company reports it in SCE-IED when required, and the accountant enables electronic invoicing. From that point, the company can invoice clients and hire staff.

For a single-member company, the same ten steps apply with fewer signatures. For an S.A., the bank deposit of at least 10% of the cash capital happens before registration, and the bylaws and the founding meeting replace the articles. For a branch, the DREI authorization comes before step 7.

How long it takes to open a company in Brazil

Registration has become much faster since the Business Environment Law (Law 14,195/2021) and the integration of the Boards of Trade with the Federal Revenue. Consequently, the critical path today is the preparation abroad. 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.

For more detail on each phase, read how long it takes to open a business in Brazil.

Registration time by state: official data

The federal government publishes how long each state takes to open a company in the Mapa de Empresas dashboard, and LegalBR compiles it every quarter. From January to September 2026, the national average was 26.4 hours of official processing: 11.6 hours for the feasibility check and 14.8 hours for registration.

By company type, an Ltda took 26.5 hours on average, a branch of a foreign company 28.2 hours and a closely held S.A. 62.2 hours. These figures measure only the official clock. For a foreign group, the CNPJ of the parent, the powers of attorney and the apostille come before it, and the tax registrations and the bank account come after. See the full ranking of the 27 states.

Government fees to open a company in 2026

Each state Board of Trade sets its own price list, and no federal fee applies to ordinary registry acts since Law 13,874/2019. The table shows the official fee to register the articles of an Ltda or SLU and the bylaws of an S.A. at five Boards of Trade, under their 2026 price tables.

Some states charge a reduced fee to micro and small companies. A subsidiary with a foreign corporate partner cannot claim that status (Complementary Law 123/2006, article 3, paragraph 4), so the normal fee applies.

The other costs are not set by law and vary with the case: notary and apostille fees in the parent’s country, sworn translation priced per page, the company’s ICP-Brasil digital certificate, municipal license fees and the professional fees of the advisor and the accountant. Our Junta fee calculator adds up the official fees for your own case.

Who does what

Opening a company from abroad involves several parties. Clear ownership of each task avoids the most common source of delay: a document waiting for someone who did not know it was their turn.

• The foreign parent or investor approves the investment, signs the powers of attorney, has them notarized and apostilled, and provides the beneficial ownership information.
• The corporate advisor plans the structure, drafts the articles, obtains the partners’ tax IDs, handles REDESIM, the Board of Trade and the tax registrations, and keeps the corporate records afterward.
• The resident representative receives service of process and notices, and represents the foreign partners before the Federal Revenue.
• The accountant (contador) registered with the Regional Accounting Council keeps the books, files the tax returns, runs payroll and confirms the tax regime.
• The bank opens the account after its know-your-customer review and closes the foreign exchange contract for the capital.

In addition, a sworn translator handles the translations, and licensed activities involve the relevant regulator. For a broader view of the authorities you will meet, see our guide on navigating Brazilian bureaucracy.

Bringing in the capital

There is no minimum capital for an Ltda or SLU in most activities. Even so, the capital should be realistic, because banks, landlords and suppliers look at it. Investor visas also require specific amounts.

The capital is subscribed in the articles and paid in later, usually by an international wire. First, the bank in Brazil closes a foreign exchange contract with the company as the recipient and classifies the inflow as foreign direct investment. Then the company reports the investment to the Central Bank in the SCE-IED system under Resolution BCB 278/2022, which implements the new foreign exchange framework of Law 14,286/2021. Reporting is mandatory for movements of US$ 100,000 or more, within 30 days of the event.

This registration matters later. Because it records the foreign capital, it supports the remittance of dividends, which since 1 January 2026 bear 10% withholding income tax under Law 15,270/2025, and the repatriation of capital. Our guide on SCE-IED registration covers the details.

Obligations after incorporation

A company is not finished on the day it receives its CNPJ. Foreign-owned companies have a recurring calendar, and missing it is how good structures turn into problems in due diligence.

• Annual approval of accounts. Partners of an Ltda approve the financial statements within four months after the end of the fiscal year (Civil Code, article 1,078). An S.A. holds its ordinary shareholders’ meeting in the same period (Law 6,404/1976, article 132). For calendar-year companies, the deadline is 30 April.
• Central Bank declarations. Besides event reporting, companies with foreign investment file periodic SCE-IED declarations: every five years for total assets from R$ 100,000, annually from R$ 100 million and quarterly from R$ 300 million.
• Beneficial owners. Changes in the individuals who ultimately own or control the company must be reported to the Federal Revenue within 30 days. Otherwise, the CNPJ can be suspended.
• Tax filings. Monthly federal, state and municipal returns, payroll reporting through eSocial and the annual digital bookkeeping (ECD) and tax return (ECF) are prepared by the accountant.
• Representatives and powers. Powers of attorney of foreign partners and non-resident administrators must stay valid and match the records at the Board of Trade and the Federal Revenue.
• Licenses and certificates. Municipal licenses, fire permits and sector authorizations have renewal dates of their own.

Tax is also changing. The consumption tax reform began its transition in 2026, with the new CBS and IBS phased in until 2033. Our guides on corporate tax in Brazil and the tax reform for foreign companies explain what applies to a new subsidiary.

Common mistakes when you open a company in Brazil

1. Starting with the articles instead of the partners’ tax IDs. The Board of Trade will not register a company whose foreign partner has no CNPJ or CPF. Therefore, start the tax IDs on day one.
2. Apostilling documents with errors. A wrong passport number or an outdated address in a power of attorney forces a new signature, notarization and apostille abroad.
3. Powers of attorney that are too narrow. A power limited to “incorporating the company” will not cover the bank, the Central Bank or future amendments. Draft broad, specific powers from the start.
4. Describing the activity vaguely. Generic activity codes lead to the wrong tax registrations, refused invoices or licenses nobody planned for.
5. Choosing an address without checking zoning. The municipality can refuse the activity at that address, which stops the registration.
6. Wiring the capital before the account and the classification are ready. An inflow without the correct foreign exchange classification complicates the SCE-IED record and later remittances.
7. Forgetting the calendar after incorporation. Missed accounts approvals, Central Bank declarations or beneficial owner updates surface later in audits and bank reviews.

Many groups also ask whether a nominee Brazilian partner is needed. It is not. A foreign parent can own 100% of an SLU, and administrators may live abroad, as our guide on foreign directors explains.

Questions investors ask