Brazil is the largest economy in Latin America, home to more than 200 million consumers and one of the world's most sophisticated digital payments ecosystems. It is also a country where forming a company involves several authorities, several registrations and rules that differ from those in North America and Europe. This guide sets out the process as it actually works for foreign owners in 2026.
1. Can a foreigner own a Brazilian company?
Yes. Foreign individuals and foreign legal entities may own up to 100% of a Brazilian company in almost every sector. There is no requirement for a Brazilian partner. The restrictions that do exist are sector-specific: certain media and broadcasting activities, nuclear energy, some health-care services, mining and hydro resources in border strips, and the acquisition of rural land above defined limits. For the overwhelming majority of services, technology, trading and industrial businesses, foreign ownership is unrestricted.
2. Choosing the entity type
Two forms account for nearly all foreign-owned companies:
| Feature | Sociedade Limitada (LTDA) | Sociedade Anônima (S.A.) |
|---|---|---|
| Liability | Limited to share capital | Limited to share capital |
| Owners | One or more (single-member permitted) | One or more (single-member subsidiaries permitted) |
| Governance | Administrators; flexible | Board of directors optional (private), officers mandatory |
| Publication of accounts | Not required for most | Required, with exceptions for small S.A.s |
| Share classes | Limited flexibility | Common and preferred shares, full flexibility |
| Typical use | Subsidiaries, founders, holdings | Venture-backed, joint ventures, listed |
Most foreign investors choose the LTDA for its simplicity and lower maintenance costs. Companies expecting venture capital or complex shareholder arrangements often start as an S.A. or convert later. See our dedicated guide on LTDA versus S.A.
3. The resident legal representative
Every non-resident partner or shareholder must appoint an attorney-in-fact resident in Brazil with powers to receive service of process and to represent them before the Board of Trade, the Federal Revenue and the Central Bank. The company also needs an administrator. Brazilian law now allows a non-resident to hold that office, provided a resident attorney-in-fact is appointed with powers to receive service of process, the appointment and powers are properly documented and registered, and the formalities required by the Board of Trade, the tax authorities, the Central Bank and banks are met. In practice, banks and registries continue to expect a resident signatory. Most foreign owners therefore appoint a resident administrator with limited powers, ideally a licensed attorney. Our guide on the resident legal representative explains the powers to grant and the safeguards to include.
4. Documents and the apostille
Foreign owners sign a power of attorney before a notary in their own country. Public documents, including the notarised power of attorney, passport copies and, for corporate owners, articles of association and a certificate of good standing, are apostilled under the Hague Convention (or legalised at a Brazilian consulate for non-member countries). In Brazil they are sworn-translated into Portuguese by a certified public translator. This step is the one most often on the critical path, so it should start on day one.
5. Tax IDs for the owners: CPF and CNPJ
Before the company can be filed, each foreign individual owner needs a CPF (individual taxpayer number) and each foreign corporate owner a CNPJ (legal entity taxpayer number) from the Federal Revenue. Non-resident owners are then registered in the Central Bank's declaratory registry, with their resident attorney-in-fact recorded. Both registrations can be obtained remotely through the representative.
6. Incorporation at the Board of Trade
The articles of association, in Portuguese, are filed with the Board of Trade of the state where the company will be domiciled. Processing times vary by state, and the filing is made in the state where the company will be domiciled. Upon approval the company's own CNPJ is issued automatically. Depending on the activity, the company then obtains municipal enrolment (services), state enrolment (goods) and, where applicable, an operating permit, plus its e-CNPJ digital certificate, which is required to issue electronic invoices and sign filings.
7. Registered address
The company needs a registered address accepted by the registries and the tax authorities. Services and holding companies can usually use a compliant virtual address; trading, manufacturing and some regulated activities need a physical establishment. This is confirmed at the structuring stage, before any lease is signed.
8. Bank account and capital remittance
Brazilian banks apply enhanced due diligence to foreign-owned companies. A complete, well-presented KYC dossier, including an ownership chart down to the ultimate beneficial owners and a source-of-funds narrative, makes the difference between activation in two weeks and a file that stalls for months. Once the account is active, share capital is remitted from abroad through an exchange contract closed by the bank.
9. Central Bank registration of the investment
Foreign capital must be declared in the Central Bank's electronic system for foreign direct investment (SCE-IED). This registration is what later permits dividends, capital repatriation and intercompany loan repayments to leave Brazil through the official exchange market. It is routinely omitted by providers who are not lawyers, with expensive consequences years later. Read our guide on Central Bank registration.
10. Taxes
Companies with a partner domiciled abroad cannot opt for Simples Nacional, Brazil's simplified regime for small businesses. The choice is between Lucro Presumido, which taxes a deemed profit margin and is often efficient for services, and Lucro Real, which taxes actual profit and is mandatory above a revenue threshold. Brazil is also implementing a consumption-tax reform that progressively replaces several federal, state and municipal taxes with the new CBS and IBS. Our guide on taxes for foreign-owned companies covers the details.
11. Realistic timeline
| Stage | Typical duration |
|---|---|
| Structuring and proposal | 1–3 days |
| Drafting, notarisation, apostille, translation | 1–2 weeks |
| CPF/CNPJ and Central Bank enrolment of owners | 1–2 weeks |
| Board of Trade, company CNPJ, enrolments, certificate | 1–3 weeks |
| Bank account and capital registration | 2–6 weeks |
Four to eight weeks to an operating company is a realistic expectation when documents are ready and the activity is unregulated. Where the calendar does not allow it, a ready-made company can, in many cases, become operational within approximately ten business days, depending on the transaction, the authorities, banking requirements and documentation.
The five mistakes we see most often
- Appointing an unlicensed "nominee" with unlimited powers as administrator.
- Skipping the Central Bank registration of the capital.
- Choosing Simples Nacional-style expectations from an accountant who did not check the foreign-partner exclusion.
- Starting bank onboarding without a complete UBO chart and source-of-funds narrative.
- Running the investor visa with a different provider from the one forming the company.
12. What it costs
Costs fall into two groups: professional fees for structuring, drafting, representation and filings, and third-party costs such as Board of Trade fees, notary and apostille costs abroad, sworn translations and bank charges. Reputable providers quote fixed professional fees and itemise the rest. Our packages follow that principle.