Registering a limited liability company in Brazil in 2024 is an easy process which can be entirely explained to both 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.
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, in accordance with a number of investments in the company. Regarding the paperwork and other requirements, please consider the following for your LLC in Brazil in 2024:
• 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 consider 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 | |
|---|---|
| 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. |
Registering for tax purposes in Brazil in 2024
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.
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 which cannot perform activities without a sanitary license.
We are a team specialized in company formation in Brazil who can assist you when registering a limited liability company in Brazil in 2024. Please feel free to contact us for complete information.
Regardless of the business form you choose to incorporate, our team offers complete services for investors looking to open a company in Brazil. If you have questions about all of the available business forms, the minimum capital, the requirements for the shareholders and the directors, as well as other questions about taxation, you can confidently reach out to our team.
Foreign companies willing to open a branch in Brazil can request the services offered by our team of incorporation agents. We can provide detailed information about the local requirements and special approvals for the branch, depending on the industry in which it will activate. We advise foreign investors to reach out to us as soon as they decide to open a branch.