COMPANY INCORPORATION PROCEDURE FOR FOREIGNERS IN BRAZIL
Is it possible for foreign individuals/legal entities to establish a company in Brazil without a local partner?
As a rule, in the Federative Republic of Brazil, foreign nationals or legal entities may establish companies without a local partner.
However, certain business activities are restricted for foreigners, require special permission, or mandate the involvement of a local partner.
For example, foreigners are not permitted to establish a company operating in the nuclear energy sector.
It is important to note that Brazil comprises 26 different states, each with its own legal framework that should be separately examined.
What types of companies exist, and which type is most commonly used?
There are four main types of company formations in Brazil:
Simple Partnership
Collective Partnership
Limited Co-Partnership
Limited Liability Company (LLC)
Joint Stock Company
Partnership Limited by Shares
Simple partnerships must be registered with the Legal Entities Registry.
The most common company type in Brazil is the Limited Liability Company (LLC), although establishing a Joint Stock Company is also possible.
An LLC must have a board of partners, a board of directors, and an audit committee. The general assembly is the decision-making body. The board of directors can consist of one or two individuals and may be ed from among the partners or appointed from outside the company as specified in the articles of association. A minimum of two partners is required. Both partners may be foreigners, but the company must be represented by someone residing in Brazil. Liability of partners is limited to their capital contributions.
Similarly, Joint Stock Companies must also be represented by a resident in Brazil. The board must have at least two members. The company's management can be structured with both a board of directors and an executive board or just an executive board, as defined in the company's articles. A board of directors is mandatory only for publicly traded companies.
Directors of a Joint Stock Company may be appointed for up to three years and must be natural persons residing in Brazil. They are responsible for all legal operations. Shareholders can monitor company operations through a fiscal council composed of three to five members elected by the general assembly.
Brazilian law also recognizes consortiums and joint ventures.
Any amendment to the consortium agreement must be submitted to the commercial registry of the headquarters and published in a newspaper.
At least 10% of the capital must be paid at the time of incorporation, and proof of payment must be attached to the incorporation documents.
Sole proprietorships are also permitted, where individuals can obtain a tax number and operate a personal business.
It is recommended to seek legal advice on matters such as annual turnover, number of employees, number of shareholders, and capital amount before establishing a company. For drafting the articles of association and professional legal assistance in Brazil, contact: contact@mermerogluhukuk.com
Which institutions must a company register with at incorporation?
Drafting of the articles of association
CNPJ registration
E-CNPJ digital certificate
Registration with the Ministry of Finance
CCM registration
INSS registration
CEF-FGTS program registration
Registration with the employers'
Registration with the State Commercial Registry
Bank account opening
Registration of foreign investment with the Central Bank (CADEMP)
How is a company name ed?
Founders must verify the availability of the proposed name.
This can be done through the following website: www.jucessonline.sp.gov.br
The company name must be in Portuguese.
Partners may use their own names for the company. The business activity does not need to be included in the name.
How long does incorporation take?
Although the timeline varies by state, incorporation generally takes around 10 days.
Most applications can be submitted online, especially in Sao Paulo and Rio de Janeiro.
Responses and finalization take an average of 10 days.
Can foreigners open bank accounts in Brazil? What documents are required?
Yes. Both foreign individuals and legal entities can open accounts.
A Brazilian residence address is required.
Individuals must present proof of address (e.g., utility bill), Brazilian tax ID, and foreign ID.
Legal entities must present CNPJ, articles of incorporation, registration certificate, and documentation for a Brazil-based representative authorized to manage the account.
Can foreign employees work in companies established in Brazil? What are the requirements?
Yes, provided the individual has a special skill, will transfer technology, or increase productivity. Work visas are subject to certain conditions.
A company that invests at least USD 50,000 and employs at least 10 Brazilian workers may hire one foreign executive.
Work residence applications can be submitted online via the MIGRANTEWEB portal with a digital certificate.
A decision must be made within 30 days. In case of rejection, appeals are allowed.
Applications can also be submitted via Brazilian Consulates abroad.
Do foreign investors receive residency advantages?
Yes. Foreigners who purchase real estate worth at least R$1 million (or R$700,000 in the North and Northeast regions) may be granted residence for up to four years. Only built properties or those under construction are eligible—not land.
In co-ownership, the applicant’s share must meet the investment thresholds.
Applications must be submitted to SENAJUS, and decisions are made by the Ministry of Justice and Public Security. Property value assessments are conducted.
If any irregularities or falsifications are found, the residency permit may be revoked.
Is there legal protection against IP violations in Brazil?
Yes. Illegal product sales may be reported to federal or state police.
Complaints may also be submitted via email to the National Council for Combating Piracy: cncp@mj.gov.br
Are there public institutions offering support to foreign investors?
Yes. The Ombudsman for Foreign Direct Investment under the Ministry of Economy assists foreign investors via an e-platform: http://oid.economia.gov.br/
Is Brazilian labor law well developed?
Yes. Brazilian labor law is influenced by European systems and includes standards for worker protection: working hours, minimum wage, holidays, safety, and health regulations.
There are protections for women, children, and native workers. Trade s and labor courts exist.
The standard workweek is 44 hours, with an 8-hour workday. A 15-minute break is required every 4 hours. For shifts longer than 6 hours, a break of 1–2 hours is mandatory. Overtime pay is 50% above standard rates and 100% on holidays and weekends.
Notice period is 30 days. Paternity leave is 5 days; maternity leave is 120 days.
Are night shifts legal?
Yes, but subject to restrictions. Maximum 6 workdays per week. Annual leave is 26 days after one year of service.
Is foreign investment regulated by a specific law?
Yes. Law No. 4,131 governs foreign capital. Foreign capital includes goods, equipment, or finance brought in by foreign individuals or entities.
All physical assets brought in must be registered with the Central Bank within 90 days of customs clearance.
Registration in the Central Bank’s system is mandatory (SISBACEN). Reporting must be made within 30 days by the recipient company.
No prior authorization is required for investment.
Investments must be made in Brazilian currency or a protected foreign currency.
Non-material asset investments not tied to a swap agreement must be pre-approved by DECIC.
Non-resident foreigners may invest in Brazil, but they must have a local representative.
Which sectors are closed to foreign investment?
Nuclear energy
Health services
Postal and telegraph services
Certain activities in the aviation sector
Foreigners may manage Brazilian companies operating in the mining sector.
How is the Brazilian tax system structured?
Taxes are collected under categories: taxes, fees, compulsory loans, and contributions.
Fees may be levied by federal, state, or municipal authorities.
Improvement fees, though not widely used, are levied for public or civil construction projects.
Compulsory loans are collected only by the federal government during wartime or major disasters.
Personal income tax is capped at 27.5% and includes foreign-sourced income.
Corporate tax is based on three methods: real profit, presumed profit, and arbitrated profit.
Companies with annual revenues above R$48 million must use the real profit method, which is also mandatory for companies with foreign branches or foreign income. Maximum corporate tax is 30%.
Import tax ranges from 0% to 35% and is non-refundable.
Foreign investors are taxed based on the source of income.
Brazil has double taxation treaties with countries such as Argentina, Austria, Belgium, Canada, Chile, China, Czech Republic, Denmark, Ecuador, Finland, France, Hungary, India, Israel, Italy, Japan, South Korea, Luxembourg, Mexico, Netherlands, Norway, Peru, Philippines, Portugal, Slovakia, South Africa, Spain, Sweden, and Ukraine.
What are the requirements for property ownership in Brazil?
Regulated under Brazil’s Civil Code. Properties are classified as movable or immovable.
Property ownership does not include minerals, historical artifacts, or energy sources beneath the land; these belong to the federal government.
Foreign individuals or entities can acquire property like locals. However, non-residents must register with the tax system.
Non-resident foreigners may not acquire rural land.
Foreigners residing in Brazil may acquire or lease rural land for agriculture, industry, or housing, but not exceeding 25% of the municipality’s area, and not more than 40% of this portion may belong to foreigners of the same nationality or companies controlled by them.
To establish a company in Brazil, an investment visa is required based on the type of company.
Note: A limited liability company requires at least two partners.
Alternatively, shares or the entire ownership of an existing Brazilian company may be purchased.
To obtain an investment visa, the applicant must prove an investment of at least BRL 600,000 in an existing or new company. The funds must first be sent to the Ministry of Finance of the target state, then transferred to the Central Bank account (BCN), and subsequently to a designated bank. Transfer records must be submitted with the visa application.
There is no fixed term for investment visas, but financial statements and future investment plans must be submitted every three years.
Applications are submitted to the Immigration Coordination Center in Brasília, by the applicant or an attorney with a power of attorney.
Required documents:
Application form
Power of attorney (notarized in applicant’s country if abroad)
Documents related to the investment company
Central Bank records of the investment amount
Receipt of immigration tax payment
Evidence of taxes paid by the applicant’s company in the previous year
Investment plan
Criminal record (issued within the last 3 months)
Once the investment visa is granted, the company may be established by appointing a legal representative in Brazil without assigning shares. This representative may also serve as the manager. While management powers can be limited, signature authority rests with the representative, requiring a high level of trust.
Incorporation takes about 4–6 months. Legal and accounting fees, taxes, document preparation, and translations may cost between $10,000 and $30,000.
There is no minimum capital requirement.
Documents required for incorporation must be approved by the Brazilian Embassy in the applicant’s home country and then translated into Portuguese by a sworn translator in Brazil. Notarized documents are valid for six months.
Long-term visas for foreign investors are issued by the Ministry of Labor and may be reviewed by the National Immigration Council.
For each foreign executive to be employed, the company must invest at least $200,000 or $50,000 and employ 10 individuals.