Our company formation agents in Brazil assist investors who are interested in buying a shelf company in Brazil to start their economic operations in this country as soon as possible and with minimal incorporation steps.
| Quick facts | |
|---|---|
| Legal entities available for shelf companies | – limited liability company (sociedade limitada), – public limited company (sociedade anónima) |
Process of buying a shelf company in Brazil | – conduct due diligence, – transfer ownership, – update statutory documents, – draft the share purchase agreement, – register with the Brazilian Commercial Registry, – set up bank accounts, etc. |
Appointing new directors (YES/NO) | YES |
| Capital increase allowed (YES/NO) | YES |
| Advantages of shelf companies | – immediate availability, – flexibility, – business credibility, – simple process, etc. |
| Corporate tax in Brazil | 34% (15% IRPJ + 10% surcharge for annual income exceeding BRL 240,000 + 9% CSLL) |
| VAT (indirect taxes) registered shelf companies | Our company formation agents can provide pre-registered VAT shelf companies. |
| Accounting and reporting | Shelf companies are subject to the same tax filing deadlines (within four months of the calendar year end). |
| Shelf companies with specific licenses | We provide shelf companies with pre-obtained licenses for various industries (healthcare, transportation, education, hospitality, etc.). |
| Modifying the objects of activity | Possible, our company formation specialists can help. |
| Included features | – registered address, – company name, – tax registration, – bank accounts, – licenses and permits, etc. |
| Remote transfer procedure | Our company incorporation specialist can manage the process remotely. |
| Shelf company on demand service | We offer shelf companies that can be customized to meet your specific needs. |
| Additional services | We can also help you open a branch in Brazil, register a trademark, or set up a liaison office. |
| Assistance | We have the necessary legal expertise and experience to help you purchase the right shelf company in Brazil. |
Table of Contents
What type of company can I buy in Brazil?
Ready-made or shelf companies can take one of the main business forms:
- Limited liability company;
- Joint-stock company;
- An individual company with limited liability (the Brazilian equivalent of the sole trader).
For the business purposes of many entrepreneurs who choose to buy a shelf company in Brazil in 2026, only the first two business forms are of interest.
What are the advantages of a shelf company in Brazil?
In summary, the following can be considered important advantages of the shelf company:
- Longevity: the shelf company has been incorporated for a number of months or years at the date of purchase; usually, the older the company is, the higher the price will be;
- Confidence: clients may feel more comfortable doing business in Brazil with a company that has been established for quite some time;
- Saved time: when buying a company, as opposed to registering it, investors skip a number of steps that include drafting and registering the constitutive documents, along with performing the name checks and the entire procedure related to registering the legal entity;
- Suitable in all fields: a shelf company can be used by those who wish to set up a business in the services industry, just as well as those who wish to start an import or manufacturing business; this level of versatility does however mean that any additional permits and licenses will be applied for by the new owner of the company.
These are just some of the reasons why investors choose to buy an existing company rather than incorporate one themselves. As previously mentioned, business loans can be accessed easier when the company has longevity and no outstanding debts.
What do you have to consider when purchasing a shelf company in Brazil?
Before concluding the purchase of a shelf company in Brazil in 2026, investors are advised to perform due diligence. This is a formal verification performed in addition to the data provided by the company seller.
A due diligence company verification will typically provide information about:
- Legal matters: agreements signed by the legal entity, any litigation matters it may have been involved in, any signed insurance policies, or regulatory compliance matters;
- Financial issues (if applicable): while many shelf companies are offered for sale with no previous commercial history, even non-active companies are required to file some information. This verification makes sure that the company remained compliant in terms of annual reports, and any other financial submissions as they may have applied in its case;
- Business assets: a clear view of any property owned by the business, be it in fixed or variable assets; The verification will also highlight if the business has any intellectual property rights;
- Other matters: issues that may relate to past employees (such as checking if any and all employment agreements were lawfully terminated).
While most companies sold as shelf corporations are indeed left to age with no commercial transactions and no prior liabilities, it is always recommended to verify this. Our team specializing in company incorporation in Brazil can assist you if you have already selected the company you wish to purchase.
What will I receive after I purchase the company?
A formal ownership transfer is performed. This means that the company’s Articles of Association are changed to reflect the name of the new owner (or owners). Moreover, the changes to the ownership structure will also be reflected. You will receive the company’s constitutive documents in the original copy.
Can I change the name of the company after purchase?
Yes. If you wish to do so, you can change the company name; however, you will need to verify if the chosen name is available for use.
Shelf companies are typically assigned generic names or ones that are available, and investors may wish to change the name to reflect the company’s identity. However, the registered name (the one included in the formal documents as well as the one that is mentioned in formal communications and on invoices, the one that appears when searching for the company’s particulars in the Register) can be different from the brand name.
Can I make other changes to the company’s particulars as its new owner?
Yes. You can make the desired changes at any time, with the mention that any change to the company’s particulars is registered with the Brazilian authorities within a prescribed time limit.
Examples of changes that can be made to a purchased shelf company refer to the:
- Ownership structure: you can add shareholders;
- Registered address: if suitable, you may change the address of the company (however, this will still have to be based in Brazil). Please keep in mind that the registered address can be different from the trading address (the location of the office, store, or daily operations, if required for the business);
- Change the object of activity: when suitable for the business goals, the new company owner(s) may change the company’s corporate object (its main purpose of activity). Do note that this may involve obtaining new permits and licenses, as the case may be, according to the industry.
Certain information regarding the company must be changed mandatorily after purchase. An important example is the banking details: the new company owners must present their signatures to update the company’s banking information.
Whenever personal presence is required for making post-purchase changes to a shelf company in Brazil, our team will provide complete details and instructions. Upon request, one of our agents can handle part of the submissions on your behalf, via a power of attorney.
How are shelf companies taxed in Brazil in 2026?
Shelf companies are resident companies in Brazil and are subject to the full spectrum of taxation. The main taxes applicable to limited liability companies and joint-stock companies are the following:
- 15% corporate income tax rate, effectively 34% including surtax;
- 0%: withholding tax on dividends; this tax does not apply to dividend distributions to a resident company, nor when these distributions are made to a nonresident, and they are paid out of retained IFRS profits;
- 15%: the general withholding tax on interest, royalties, technical services fees;
- 1.5%: withholding tax applicable in case of some domestic professional service payments.
Other taxes apply, and our team can give you more details.
In addition to the information above, we remind you that our team of company formation representatives in Brazil may answer all your questions related to the shelf companies in Brazil. Please feel free to contact us for further details or a personalized offer.