Registering a limited liability company in Brazil in 2025 is a relatively simple process that can be explained to local or foreign entrepreneurs by our team of company formation agents in Brazil. An LLC in Brazil can be set up by at least two stockholders and no minimum share capital, in complete accordance with the Brazilian Civil Code. In matters of documents, our advisors can offer comprehensive support.
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Main characteristics of an LLC in Brazil
The Brazilian Civil Code and the Brazilian Corporation Law provide the primary regulatory framework for opening an LLC in Brazil.
The defining characteristic of the Brazilian LLC is that it is a distinct legal entity, separate from its owners. Partners are not personally responsible for the company’s obligations beyond their capital contributions. LLC cannot be publicly listed. If you wish your business to be publicly traded, our company formation specialists in Brazil advise opening a joint stock company (Sociedade Anônima).
The governing bodies of the LLC in Brazil include a Board of Officers (Diretoria), which can consist of one or more individuals appointed by the partners. The company may also establish a Board of Directors and a statutory Audit Committee.
The minimum number of shareholders required to open an LLC is 1, which can be individuals or legal entities, both local and foreign. However, foreign partners must appoint a legal representative, such as our Brazilian company formation specialists.
For management purposes, at least 1 officer must be appointed by the partners, who must be a Brazilian resident.
In terms of capital requirements, there is generally no minimum share capital requirement for a Brazilian LLC. However, exceptions may apply for companies involved in import and export transactions or other specific activities, where the capital required will be determined case-by-case.
A local bank account for the company must be opened post-incorporation. Foreign investments must be reported to the Brazilian Central Bank.
Another important characteristic of opening an LLC in Brazil is adhering to the company name regulations.The name must include either “Limitada” or its abbreviation “Ltda.”.
The incorporation process for an LLC in Brazil generally takes 60-90 days. This entity can function indefinitely as long as it meets its legal obligations.
Physical presence is not required for the directors/shareholders of the Brazilian LLC. Our specialists in company incorporation in Brazil can handle the process through a power of attorney.
Please note that if you wish to open a branch in Brazil, it cannot operate as an LLC. Instead, it must be registered as a separate legal entity.
Phases in opening an LLC in Brazil
LLCs in Brazil are preferred entities for doing business in the country. The registration process is easy, and one should know that this entity offers limited liability to the owners, under a number of investments in the company. Regarding the paperwork and other requirements, please consider the following for your LLC in Brazil in 2025:
• make a reservation for the company’s name;
• prepare the Articles of Association and the Memorandum;
• provide information about the owners (name, address, nationality);
• offer details about the business address;
• appoint the board of directors;
• provide a statement which mentions that the owners have a clear criminal background;
• open a bank account;
• apply for VAT and other tax purposes;
• acquire the company’s seal;
• register for a social security number.
Please keep in mind that a limited liability company in Brazil must have a local administrator, especially if you are a foreigner who wants to start a business in the country.
Quick Facts | |
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Best used for | Small and medium business ventures. |
Minimum capital |
No minimum corporate capital. |
Minimum number of shareholders |
2 or more partners |
Shareholder liability | Limited to their paid-in capital. |
Residency requirements for foreign investors |
No |
Full foreign ownership permitted (Yes/No) |
Yes |
Company name requirements |
Includes the denomination Ltda or Limitada; cannot infringe other existing company names. |
Registered office requirement |
Local address in Brazil |
Main registration documents |
The Articles of Association/Bylaws, the partner’s identification documents, filled-in registration application form. |
Registration requirements | Companies are registered with the Board of Trade (Junta Comercial). |
Licenses and permits |
Industry-specific |
Annual filing |
Annual account reports published in accordance with the applicable accounting principles. |
Corporate tax rate |
15% (34% when taking into account the surtax) |
Other taxes for companies |
State VAT, the federal excise tax, the municipal tax, federal social contributions, social security contributions. |
Tax incentives | Tax relief for qualifying research and development and information technology projects. |
Taxation and registering for tax purposes in Brazil in 2025
Once the identification number of your company has been issued by the Board of Trade in Brazil, the owners of an LLC in Brazil must apply for a taxpayer number with the National Registry of Legal Entities in the country. This is an important number that represents an agreement with the Federal Revenue Service in tax matters.
The process has been simplified, as the authorities implemented the National Network for Simplification of Registration and Legislation of Business in Brazil where entrepreneurs can easily apply for a taxpayer number. We remind you that in the case of documents issued for LLCs in Brazil, our local advisors can offer assistance and information.
The most important taxes for Brazilian LLC are summarized below by our team:
- A corporate income tax rate of 15% which has in fact a value of 34% after including surtax;
- This surtax is a 10% one imposed on annual net income tax exceeds BRL 240,000 along with a 9% social contribution tax imposed on adjusted net income; for financial institutions, the latter is higher, at 20%; similarly, insurance companies and other businesses activating in the financial sector are subject to a 15% social contribution tax;
- Brazil imposed both a state VAT, as well as a federal excise tax, and a municipal tax, along with federal social contributions; these have varying rates.
Our team can explain more about the taxation regulations when you open a company in Brazil.
Accounting requirements for LLCs in Brazil
Opening an LLC in Brazil requires adhering to the accounting obligations indicated in the Brazilian Civil Code.
The partners must hold an annual meeting within the first 4 months following the end of the previous fiscal year.
Larger companies, as defined by Brazilian law, are subject to more complex accounting rules. These regulations include performing external audits and specific standards for financial statements, similar to those applicable to joint-stock companies.
Apply for licenses and permits for your LLC in Brazil
Most businesses in Brazil cannot start the activities if a license is not issued. A business license is granted if the owners provide the real estate clearance certificate, the Articles of Association, the taxpayer number, notarized ID or passport copies, and the statement of the responsibility of the company. Please consider that there are businesses that cannot perform activities without a sanitary license.
Regardless of the business form you choose to incorporate, our team offers complete services for investors looking to open a company in Brazil.
Investments in Brazil
A report published by the Brazilian National Confederation of Industry reveals that the number of large companies planning to invest in the country is increasing. The data, collected for the tear 2023/24 showed the following:
- The percentage of large companies that intended to invest in the country in 2024 was estimated at 73%, which marks a 5-point increase compared to the previous year;
- 67% of the interviewed companies stated that their investment was part of a plan that had already started and 33% of the companies planned to make new plans for investment for 2024;
- Most companies planned investments for the purpose of expanding or improving their production capacity. Only 9% of the interviewed firms planned to introduce new products in 2024.
Foreign companies willing to open a branch in Brazil can also request the services offered by our team of incorporation agents.
We are a team specializing in company formation in Brazil that can assist you when registering a limited liability company in Brazil in 2025. Please feel free to contact us for complete information.