How to Open a Company in Brazil (2026): 9 Steps

To open a company in Brazil in 2026, most foreign founders choose a Sociedade Limitada (Ltda.), which can have a single partner, or a Sociedade Anônima (S.A.). The Ltda. has no legal minimum capital, and foreigners can own 100% of it in most sectors. Each foreign partner first needs a Brazilian tax number (a CPF for individuals, a CNPJ for companies) and a Brazil-resident attorney. The articles of association are filed with the state Junta Comercial through the federal REDESIM system, which issues the company’s registry number (NIRE) and its CNPJ together. The company then completes its state and municipal tax registrations, chooses its income tax regime, reports the foreign investment to the Banco Central do Brasil and opens a bank account. Timelines depend on your documents and on the bank. Contact us for a quote.

Prefer to have it done for you? Talk to Easyco about company formation in Brazil. Still comparing structures? See the types of companies in Brazil.

Brazil is Latin America’s largest economy and a market of more than 210 million people. Company law has become simpler in recent years: single-partner limited companies have been allowed since 2019, the EIRELI was abolished in 2021, and administrators no longer have to live in Brazil. Tax is moving the other way, with a consumption-tax reform that started its transition in 2026. This guide reflects those changes.

How to open a company in Brazil: 9 steps

1. Choose the company type

• Sociedade Limitada (Ltda.), our usual recommendation for foreign founders. One or more partners, who can be individuals or companies of any nationality. Since 2019 a single partner is enough (sociedade limitada unipessoal, or SLU). There is no legal minimum capital, although some regulated activities set their own. Partners’ liability is limited to their quotas, but all partners are jointly liable until the capital is fully paid in (Código Civil, art. 1.052). It is run by one or more administrators, who don’t need to be partners.

• Sociedade Anônima (S.A.). Needs at least two shareholders (Lei 6.404/1976, art. 80), unless it is the wholly owned subsidiary of a Brazilian company. At least 10% of the capital subscribed in cash must be paid in and deposited in a bank before registration. Since 2021 the executive board (diretoria) can have a single officer. A board of directors is mandatory only for listed companies and companies with authorized capital. It suits companies that plan to bring in investors or list.

• Branch of a foreign company. Needs prior authorization from the federal government (Código Civil, art. 1.134), so most foreign groups open an Ltda. subsidiary instead.

The EIRELI no longer exists. Existing ones were converted into single-partner limited companies in 2021 (Lei 14.195/2021).

2. Get Brazilian tax numbers for the foreign partners

Every partner must be registered with the Receita Federal before the company is filed. Foreign individuals need a CPF, which can be requested from abroad through a Brazilian consulate or the Receita Federal. Foreign companies that will hold quotas or shares need their own CNPJ as a foreign entity and must identify their beneficial owners. Partners who live abroad must also appoint an attorney resident in Brazil with powers to receive service of process. Learn more about the CPF and CNPJ in Brazil.

3. Appoint the administrators and the local attorney

Since Lei 14.195/2021, administrators of an S.A. can live abroad, and the national registry department extended this to the Ltda. in 2022 (IN DREI 112/2022). A non-resident administrator must appoint a representative resident in Brazil with powers to receive service of process, valid until at least three years after the administrator’s term ends.

In practice, the company also needs someone in Brazil with a CPF and a Brazilian digital certificate to sign filings, deal with the tax authorities and operate the bank account. Many foreign-owned companies therefore appoint a Brazil-based administrator or attorney. Easyco can provide legal representation in Brazil.

4. Prepare and legalize the documents

You’ll need passports for individual partners and administrators. Corporate partners need their incorporation documents, proof of good standing, proof of who can sign for them and their beneficial-ownership details. Documents issued abroad must be apostilled, and anything not in Portuguese needs a sworn translation (tradução juramentada), which we coordinate. Partners don’t have to travel: they can act through an attorney under a power of attorney, apostilled if signed abroad.

5. Run the viability check: name, activity and address

Through REDESIM, the municipality confirms that the company’s activities (identified by CNAE codes) are allowed at the chosen address, and the Junta Comercial checks the company name. Every company needs a physical registered address in Brazil, stated in its articles. See registered office address in Brazil.

6. Draft and sign the articles of association

For an Ltda., the contrato social sets out the partners, name, purpose, capital and quotas, administrators and head office. For an S.A., the founders approve the bylaws (estatuto) and elect the first officers. Documents are usually signed electronically with a Brazilian digital certificate or through the gov.br platform, which the representative in Brazil can do under a power of attorney.

7. File with the Junta Comercial and receive the NIRE and CNPJ

The articles are filed with the Junta Comercial of the state where the head office is located. REDESIM integrates the registry and the Receita Federal, so the company receives its registry number (NIRE) and its federal tax number (CNPJ) in the same process. You don’t apply for the CNPJ separately. Since 31 July 2026, the Receita Federal has started issuing CNPJs in a new alphanumeric format, and existing numbers stay valid.

8. Complete the tax registrations and licences

• State registration (inscrição estadual) if the company sells goods, for ICMS, and municipal registration if it provides services, for ISS.
• Income tax regime: lucro real (actual profit) or lucro presumido (presumed profit, available up to R$78 million of annual revenue). The simplified Simples Nacional regime is not available to companies with a partner domiciled abroad or a corporate partner (Lei Complementar 123/2006, arts. 3 and 17), so it rarely applies to foreign-owned companies.
• Digital certificate and electronic invoicing: the company needs an e-CNPJ certificate to file returns and issue electronic invoices (NF-e for goods, NFS-e for services).
• Licences: activities classified as low risk don’t need an operating licence (Lei 13.874/2019). Others need a municipal licence (alvará) and, depending on the activity, fire-safety or health permits.

See our guide to corporate tax in Brazil.

9. Report the investment to the Banco Central and open a bank account

Foreign direct investment must be declared to the Banco Central do Brasil in its SCE-IED system (Lei 14.286/2021 and Resolução BCB 278/2022). Events of USD 100,000 or more, such as the capital contribution, are reported within 30 days, and larger companies also file periodic declarations. Capital from abroad arrives through a foreign-exchange contract with a Brazilian bank.

Brazilian banks apply full KYC to the company, its administrators and its beneficial owners. See how to open a corporate bank account in Brazil. Easyco prepares the file and coordinates the account opening. If you hire, register as an employer in eSocial before staff start. See payroll outsourcing in Brazil.

After incorporation: taxes and filings

• Corporate income tax: IRPJ at 15%, plus 10% on annual taxable profit above R$240,000, and CSLL at 9% for most companies, for a combined rate of about 34%. Under lucro presumido, the tax is calculated on a presumed margin of revenue (for example 8% for trade and 32% for most services). Since 2026, that margin is 10% higher on revenue above R$5 million a year (Lei Complementar 224/2025).
• Taxes on revenue: PIS and Cofins (federal), ICMS on goods (state) and ISS on services (municipal, 2% to 5%).
• Dividends: since January 2026, dividends paid to shareholders abroad are subject to 10% withholding tax (Lei 15.270/2025).
• Monthly and annual filings: federal, state and municipal returns every month, payroll reporting through eSocial if you have staff, and the annual digital accounting (ECD) and income tax (ECF) returns.

The 2026 tax reform. Brazil is replacing PIS, Cofins, ICMS and ISS with a dual VAT, the federal CBS and the state and municipal IBS, and cutting IPI to zero for most products (Constitutional Amendment 132/2023 and Lei Complementar 214/2025). 2026 is a test year: invoices show CBS at 0.9% and IBS at 0.1%, but companies that meet the new reporting obligations don’t pay them. In 2027, CBS replaces PIS and Cofins. IBS is phased in from 2029 and fully replaces ICMS and ISS in 2033. Your invoicing and accounting systems need to be ready now. See accounting and tax outsourcing in Brazil.

How long does it take?

It depends mostly on the steps before the filing: CPF and CNPJ for the foreign partners, apostilles and sworn translations, powers of attorney and the digital certificate. Once the file is complete, the Junta Comercial and the Receita Federal process it in one integrated flow, and bank onboarding comes last. We give you a schedule with your quote.

FAQ

Can a foreigner own 100% of a Brazilian company?

Yes, in most sectors. A few, such as media, some rural land and certain regulated activities, have limits on foreign ownership.

Can I open a company in Brazil with a single partner?

Yes. The sociedade limitada unipessoal (SLU) has one partner, which can be an individual or a company.

What is the minimum capital?

There is no legal minimum for an Ltda., except for some regulated activities. An S.A. must have at least 10% of its cash capital paid in and deposited in a bank before registration.

Does the administrator have to live in Brazil?

Not by law. A non-resident administrator must appoint a Brazil-resident representative to receive service of process. In practice, someone in Brazil with a CPF and a digital certificate is needed for filings and banking.

Can a foreign-owned company use Simples Nacional?

Usually not. Simples Nacional is closed to companies with a partner domiciled abroad or a corporate partner.

How much does it cost?

It depends on the structure and the services you need. Contact us for a quote.

Start your company in Brazil with Easyco. We coordinate the CPF and CNPJ for foreign partners, the documents and translations, the Junta Comercial filing, tax registrations, the Banco Central declaration, legal representation and the bank account. We can also stay on for accounting and tax and payroll.