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How to set up a company in Brazil

Starting a company in Brazil as a foreign entrepreneur may require several important terms and conditions, a matter where our specialists in company formation in Brazil can help with comprehensive guidance regarding the documents to be prepared when registering the firm. Most recommendations involve setting up a limited liability company in Brazil or branches from overseas.

Assistance for company formation in Brazil

When drafting the documents for your company in Brazil, whether it is an LLC, branch or corporation, you are invited to ask for suitable help in this matter from our agents in company incorporation in Brazil, who can guide you during the entire registration process, also considering the fees which need to be paid.

We mention that a legal representative in Brazil can set up your business if you are a foreign entrepreneur who wants to implement the activities on the market, without having to travel to Brazil.

Our solutions for company formation in Brazil include the following:

  1. Assistance for choosing the suitable business form, depending on the number of investors as well as other criteria;
  2. Checking the company name availability and reserving the chosen company name;
  3. Drafting or checking the prepared company incorporation documents; preparing customized incorporation documents upon request;
  4. Preparing the documents for registration, making the necessary submission with the authorities and obtaining the national company registration number;
  5. Handling the subsequent tax registration with the federal tax authorities as well as the state inscription which is mandatory for companies operating in selected business fields for the purpose of obtaining the ICMS, the equivalent of the value added tax registration;
  6. Assistance for registration with the social security institute, within the prescribed time after commencing the business activities.
 Quick Facts  
  Please introduce the types of companies which can be started by foreigners

The main business forms are the Limited Liability Company, the Joint-Stock Company, the Individual Company with Limited Liability

Minimum share capital for LTD Company (if applicable) and Paid-In Requirement No minimum capital is required

Minimum number of shareholders
for Limited Company

2
Time frame for the incorporation (approx.)

30 business days

Corporate tax rate 15% (34% including surtax)
Dividend tax rate

No withholding tax on dividends

VAT Rate

The VAT has a rate between 4% and 25%; other indirect taxes on goods and services apply in Brazil

Number of Double Taxation Treaties (approx. ) 35
Do you supply a Registered Address? (Yes/No) Yes
Local Director Required  Resident director
Annual Meeting Required Yes
Redomiciliation Permitted Yes
Dual citizenship Yes
Electronic Signature Legally recognized
 Is Accounting/Annual Return Required? Companies prepare and submit annual financial statements and file the annual income tax return for the previous tax year
 Foreign-Ownership Allowed  Foreign shareholders are permitted to open a company in Brazil
Any Tax Exemptions Available? (Offshore Income, Dividend Income etc.)   Total or partial exemption from duty or excise tax in some cases, partial income tax exemption for certain types of companies
Any Tax incentives (if applicable)  R&D projects, reduced federal excise tax in some cases, certain incentives in the export sectors, regional incentives for the federal and state taxes, subject to conditions 

Types of companies in Brazil

Local and foreign investors can choose between several types of companies. You can find a shortlist below:

  • Limited liability company: this is the preferred business form as investors are separate from the legal entity and the company has simple rules for governance;
  • Corporation: this is the public corporation, a business form suited for large corporations where the issues shares can have different classes and can be publicly traded;
  • Branches and subsidiaries: these are the two forms under which foreign companies can enter the market; the branch is a mere extension of the parent foreign company while the subsidiary is a locally registered company;
  • Individual company: this is the sole trader, a business form incorporated by a single individual, suitable for certain types of activities.

Each business form has its own particularities and advantages. You can reach more about the main types below.

If you are interested in company formation in Brazil, our team can help answer your questions before you incorporate one of the available business forms.

Limited liability companies in Brazil

LLCs in Brazil have acceptable rules to observe and their owners can be from outside the country, no matter the nationality. It is good to know that, if you want to open a company in Brazil from abroad, a national representative with a power of attorney should be appointed before registering a limited liability company in the country, a situation in which our team of advisors can provide support. Please consider that limited liability companies in Brazil may activate in any kind of sectors and the minimum share capital is $1.

Public limited companies in Brazil

In order to set up a public limited company in Brazil, there are necessary at least two stockholders and three directors, no matter their nationality. Such entity cannot be listed on the stock exchange in Brazil, must have annual audits and it is subject to tax returns. As a reminder, public limited companies in Brazil can be registered with the help of a legal representative with Brazilian nationality, or even more simple and accurate, with complete support from our company incorporation agents in Brazil.

Branches and representative offices in Brazil

Foreign investors in Brazil can register branches or representative offices in Brazil, with the suitable help from our consultants who are experienced in company formation in Brazil. In this matter, an authorization from the government of Brazil must be obtained once you start drafting the documents for your branch, considering the local rules and regulations. The differences between a branch and a representative office are that the first one is allowed to make direct sales and money transactions, while the representative office is registered only for marketing purposes and for business clients research in Brazil.

The company formation process in Brazil

Company formation in Brazil is a multi-step process during which the legal registration of the new business entity is ensured.

All investors follow the same steps for registration with the National Companies Registry Office and several documents are mandatory for this purpose.

Our team lists the main documents for company registration in Brazil:

  • articles of association;
  • copies of the owners’ IDs and passports;
  • details about the name and the address of the future company you want to register;
  • bank statements to provide the minimum share capital;
  • notarized rental contract if any;
  • VAT certificate.

These essential documents are not produced at the same time. The first to be prepared are the articles of incorporation. These need to include all of the relevant information about the new legal entity and it is advisable to draw them up with the help of our team.

The incorporation documents, along with the filled-in incorporation form and the proof of registration fee payment, along with the founder’s identification documents are submitted for registration.

The National Company Registration Number assigned after proper registration is also the one with which the company will be identified as a taxpayer with the federal government. 

Complete services for investors in Brazil

Our team offers a comprehensive range of services related to company formation in Brazil. We assist investors throughout all of the incorporation steps, however, our team is also able to assist with additional solutions, for companies that have just been registered.

Applying for special permits and licenses is one of the most important steps that follow after registering the chosen business form. We are able to provide assistance and even represent our clients who wish to handle this step.

Examples of regulated activities in Brazil include the following: financial services, telecommunications services, educational and medical services to list a few. For example, certain financial services providers are subject to the regulation and control of the Securities and Exchange Commission of Brazil.

In addition to our services related to compliant corporate activities, we also provide assistance for tax matters, as well as for businesses that have already been incorporated. Companies in Brazil are required to pay the following taxes:

  • 15% corporate income tax, amounting to 34% including the surtax;
  • State VAT or ICMS with rates between 4% and 25%;
  • The federal excise tax, with a rate of 20%;
  • Municipal tax, or ISS, with rates between 2% and 5%;
  • Social security contributions of 8% of the wages deferred salary to the severance fund and 20% of the wage to the public pensions system;

Brazil is the 5th largest country in the world, by territory and population, with important exits to the Atlantic Ocean and borders with countries from South America. These are only a few of the attributes which are considered important by many foreign investors interested in establishing their activities in Brazil.

With a solid and respected history, significant inheritance, and under continuous development, Brazil aligns with the powerful countries worldwide with stable and reliable economies.

Our team is ready to answer any questions concerning corporate taxation as well as annual reporting and accounting.

With our help, company owners can easily change the company particulars and register them as needed with the authorities. For businesses that can benefit from this service, we also provide virtual office solutions.

For comprehensive information about how to register a company in Brazil and the related services in this matter, we invite you to get in touch with our company formation agents in Brazil.