Brazil Company Registration | Set Up a Company in Brazil (Ltda.)
Planning a Brazil company registration so you can set up a company in Brazil and reach the South American market? The most common entity in Brazil is the limited liability company (Sociedade Limitada, Ltda.). It can be set up by 1 shareholder. You register the articles with the commercial registry (Junta Comercial) of the state where the company is based and then get the company tax number (CNPJ). Foreign individuals and foreign legal entities can be shareholders, and most industries have no cap on foreign ownership, so foreign founders can own 100%.
The DREI registration manual sets no minimum capital for a limited company. Corporate income tax (IRPJ) is 15%, with a 10% surtax on annual taxable income above BRL 240,000, plus a 9% social contribution on net profit (CSLL). From 2026, dividends paid to non-residents are subject to 10% withholding. NSS Group (戰國策集團) offers a one-stop Brazil company formation service, from shareholding structure review, CPF/CNPJ applications, articles and powers of attorney, and commercial registration to Central Bank of Brazil foreign investment reporting and annual tax filing reminders, for businesses and individuals setting up a Brazilian limited company.
Under Article 1,052 of the Brazilian Civil Code, a limited liability company can have a single shareholder and follows the same registration rules as a company with several shareholders.
The DREI registration manual sets no minimum capital for a limited liability company. You can agree the capital amount and payment schedule based on your operating needs.
Since 2022, managers can live abroad. They only need to appoint a representative in Brazil to receive notices in judicial and administrative proceedings.
Foreign direct investment is reported through the Central Bank of Brazil’s SCE-IED system, which is the basis for later profit remittances and disinvestment.
company registration?
A Brazilian limited liability company (Ltda.) can be set up by 1 shareholder, and the DREI registration manual sets no minimum capital. Foreign individuals and foreign legal entities can be shareholders, and most industries have no cap on foreign ownership. Only certain industries, such as mining and broadcasting in border areas, have restrictions. Since 2022, managers can live abroad as long as they appoint a representative in Brazil. Foreign direct investment is reported through the Central Bank of Brazil’s SCE-IED system. Brazil’s consumption tax reform enters its trial period in 2026 and takes full effect in 2033, so companies planning to sell or manufacture in South America should get familiar with it early.
in 3 steps
In Brazil, foreign investors most often use the limited liability company (Ltda.). It can have 1 or more shareholders, liability is limited to each shareholder’s contribution, and it is run by managers named in the articles. After the articles are registered with the commercial registry of the company’s state, the company gets its tax number (CNPJ) and then registers for state and municipal taxes based on its business activities.
To register a Brazilian company, foreign shareholders first need a CPF or CNPJ, managers living abroad must appoint a representative in Brazil, and foreign capital contributions must be reported to the Central Bank of Brazil. NSS Group helps you plan the shareholding structure, prepare powers of attorney and translations, and arrange annual maintenance, so your Brazilian company stays clear and compliant from setup through operations.
Foreign individual shareholders first apply for a Brazilian individual tax number (CPF), and foreign corporate shareholders apply for a CNPJ. Decide the company name, business activities and capital. Shareholders or managers living abroad sign a power of attorney appointing an attorney or representative in Brazil.
Draft the limited company’s articles (contrato social) following the DREI manual, including the required clauses on the name, capital and each shareholder’s contribution, address, business activities, managers and profit and loss allocation. File for registration with the Junta Comercial of the company’s state through the Redesim system.
After registration, the company gets its tax number (CNPJ) and completes state and municipal tax registration and business licenses based on its activities. Capital contributed by foreign shareholders must be reported as foreign direct investment in the Central Bank of Brazil’s SCE-IED system, followed by periodic reports as required.
service
- Company name search and reservation
- Registration document preparation and filing
- Articles of association drafting
- Certificate collection
- Brazilian bank account and foreign capital inflow advice
- Account opening documents
- Bank appointment arrangements
- Post-opening support
- Registered address
- Company secretary appointment
- Annual filing
- Document custody and records
- Bookkeeping
- Tax filing and planning
- Financial statement preparation
- Audit arrangement
- Trademark search and assessment
- Trademark application filing
- Trademark maintenance and renewal
- Infringement advice
- Company change filings
- Share transfer support
- Company deregistration
- Legal advisory support
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- Entity type and shareholding structure review
- CPF/CNPJ applications for foreign shareholders
- Limited company articles and power of attorney documents
- Junta Comercial registration and CNPJ
- Central Bank SCE-IED foreign investment reporting and annual tax filing reminders
Official fees follow each state’s commercial registry schedule. Other items are quoted separately.
Brazil company registration at a glance
These are the points people ask about most when registering a company in Brazil, checked against official sources (updated November 2026).
| Entity type | Limited liability company (Ltda.), 1 shareholder is enough |
|---|---|
| Registry | State commercial registry (Junta Comercial) |
| Foreign ownership | Foreign individuals and entities can hold shares; no cap in most industries |
| Minimum capital | Not set by the DREI registration manual |
| Corporate income tax | IRPJ 15% (plus 10% surtax) + CSLL 9% |
| VAT | ICMS, IPI, PIS/COFINS; CBS/IBS trial in 2026 |
| Setup time | Depends on review progress |
| Annual filings | ECF due by the last business day of July of the following year |
| Who can help | NSS Group (go.ai.com.tw), free assessment and written quote |
Brazil company formation cost: fee breakdown
The cost of registering a Brazilian company is mainly the registration fee of the state commercial registry, plus tax numbers for foreign shareholders, powers of attorney, foreign investment reporting and bookkeeping. Each item is listed below so you can check it when comparing quotes.
| Item | Fee | Notes |
|---|---|---|
| Company registration fee | Per official schedule | Charged by the commercial registry (Junta Comercial) of the company's state. The amount depends on the state. |
| Tax numbers for foreign shareholders | Per official rules | Foreign individual shareholders need a CPF, and foreign corporate shareholders need a CNPJ. |
| Powers of attorney and translations | Quoted by number of documents | Managers living abroad must appoint a representative in Brazil to receive notices in judicial and administrative proceedings. |
| Foreign investment reporting | Per Central Bank rules | Foreign capital must be reported to the Central Bank of Brazil's SCE-IED system, with periodic reports as required. |
| Bookkeeping and annual filings | Quoted by transaction volume | Income tax is generally calculated monthly. The annual ECF return is due by the last business day of July of the following year. |
| NSS Group advisory fee | Written quote after a free assessment | Based on the shareholder structure, state, business activities and your home-country tax planning. Every item is listed in the quote, with no hidden fees. |
State commercial registry fees are published by each state and are not listed on this page. Setup rules follow the Brazilian DREI registration manual for limited liability companies. The latest official notices prevail.
Brazilian company tax and compliance: income tax and the 2026 tax reform
A Brazilian company pays federal corporate income tax and social contribution, plus several state and federal indirect taxes. From 2026, the consumption tax reform enters its trial period and dividend withholding tax returns. Foreign shareholders should also check their home country's controlled foreign company (CFC) rules.
| Item | Rule | Notes |
|---|---|---|
| Corporate income tax (IRPJ) | 15% + 10% surtax | A 10% surtax applies to annual taxable income above BRL 240,000. |
| Social contribution on net profit (CSLL) | Generally 9% | Financial institutions and insurance companies pay higher rates. |
| Current indirect taxes | ICMS, IPI, PIS/COFINS | Intrastate ICMS is generally 17% to 20%; IPI follows the tariff schedule; non-cumulative PIS/COFINS is 1.65%/7.6%. |
| 2026 consumption tax reform | CBS 0.9% and IBS 0.1% trial | Can be offset against PIS/COFINS due. From 2027, CBS replaces PIS/COFINS, and the new system takes full effect in 2033. |
| Dividend withholding tax | 10% for non-residents | Under Law No. 15,270/2025, applies from 1 January 2026. Dividends between Brazilian legal entities remain tax-exempt. |
| Annual ECF return | By the last business day of July of the following year | The tax year is the calendar year. Any annual tax balance must be paid by the last business day of March of the following year. |
| Foreign investment reporting | SCE-IED system | Foreign direct investment must be reported to the Central Bank of Brazil, with quarterly, annual or five-yearly periodic reports. |
Tax rates follow the PwC tax summary (a secondary source, reviewed September 2026). Foreign investment reporting follows Central Bank of Brazil notices. Ask an accountant to review how they apply to your structure.
Brazil Ltda. or S.A.: which should you choose?
When setting up a company in Brazil, founders most often compare the limited liability company (Ltda.) and the corporation (S.A.). They differ in their legal basis and in residency rules for management.
| Item | Limited liability company (Ltda.) | Corporation (S.A.) |
|---|---|---|
| Legal basis | Civil Code Articles 1,052 to 1,087 | Law No. 6,404/1976 |
| Number of shareholders | 1 or more | Ask our consultants |
| Minimum capital | Not set by the DREI manual | Ask our consultants |
| Management residency | Managers can live abroad but must appoint a representative in Brazil | Management members living abroad must appoint a representative resident in Brazil before taking office |
| Income tax | IRPJ 15% plus 10% surtax + CSLL 9% | IRPJ 15% plus 10% surtax + CSLL 9% |
These are general principles. Choose based on your shareholders' background, business model and tax planning.
What foreign founders should know before setting up a company in Brazil
- Dividends: from 2026, dividends a Brazilian company pays to non-resident shareholders are generally subject to 10% withholding tax. Check whether a tax treaty applies between Brazil and your country of residence.
- Foreign individual shareholders must first get a Brazilian CPF, and foreign corporate shareholders a CNPJ. Managers living abroad must appoint a representative in Brazil, so choose the representative and prepare the power of attorney early.
- Foreign capital contributions must be reported to the Central Bank of Brazil's SCE-IED system, with periodic reports as required. These records are also used later when you remit profits abroad.
- Home-country rules: if your home country has controlled foreign company (CFC) rules or outbound investment filings, check whether profits of your Brazilian company must be reported there. Ask an accountant whether Brazil's tax rate counts as low-tax under those rules.
Why work with NSS Group on your Brazil company registration?
NSS Group (go.ai.com.tw) is a Taiwan-based global company registration and business consulting group with more than 25 years of experience, serving more than 30,000 companies. We handle company formation, bank account opening, accounting and tax, and annual maintenance in many countries and regions, including Brazil. We can help foreign shareholders get a CPF and handle Central Bank of Brazil foreign investment reporting. We assess your case for free and give you a written quote. Contact us through the form on this page.
Further reading
Sources: Brazil DREI: registration manual for limited liability companies (IN DREI 81/2020 Annex IV, 2022 revision); Central Bank of Brazil: foreign capital reporting (SCE-IED); PwC Worldwide Tax Summaries: Brazil Taxes on corporate income (reviewed 2026-09-23); PwC Worldwide Tax Summaries: Brazil Significant developments (reviewed 2026-09-23); PwC Worldwide Tax Summaries: Brazil Other taxes; PwC Worldwide Tax Summaries: Brazil Tax administration. The latest official notices prevail. This page is general information and is not legal or tax advice.
How much does it cost to set up a company in Brazil in 2026?
Brazil company registration fees are charged by the commercial registry (Junta Comercial) of each state, and the amount depends on the state. This page does not list official amounts. The real cost also includes CPF or CNPJ numbers for foreign shareholders, notarization and translation of powers of attorney, a representative in Brazil, bookkeeping, and state and municipal tax registration. We suggest estimating each item based on your business activities and state.
Can a foreigner own 100% of a Brazilian company?
Yes. Under the DREI registration manual for limited liability companies, foreign individuals and foreign legal entities can be shareholders of a limited liability company, and a Ltda. can be set up by 1 shareholder. Most industries have no cap on foreign ownership. Certain industries, such as mining, broadcasting in border areas and healthcare, have restrictions, and foreign individual shareholders must first get a Brazilian CPF tax number.
Do I need to be in Brazil in person to set up a company?
Under the DREI manual, shareholders can appoint an attorney with specific powers to handle registration. Since 2022, managers can also live abroad, but they must file a power of attorney appointing a representative in Brazil to receive notices in judicial and administrative proceedings. Most documents need to be notarized, legalized and translated into Portuguese, and the exact process depends on the requirements of each state’s commercial registry.
What is the Brazil corporate tax rate in 2026, and are dividends taxed?
According to the PwC tax summary, corporate income tax (IRPJ) is 15%, with a 10% surtax on annual taxable income above BRL 240,000, plus social contribution on net profit (CSLL), generally 9%. From 1 January 2026, dividends paid by a Brazilian company to non-residents are subject to 10% withholding tax. Shareholders should check whether a tax treaty applies between Brazil and their country of residence.
What does a Brazilian company file each year?
The tax year is the calendar year, and the annual income tax return (ECF) must be filed by the last business day of July of the following year. Income tax is generally calculated monthly and paid by the end of the following month, or the company can choose quarterly payments. Foreign direct investment must be reported to the Central Bank of Brazil’s SCE-IED system and updated periodically. From 2026, also watch for e-invoicing and the new rules under the consumption tax reform.
Who can help me register a company in Brazil?
NSS Group (go.ai.com.tw) can help. NSS Group has more than 25 years of experience and has served more than 30,000 companies. Our one-stop Brazil company registration service covers entity type and shareholding structure review, CPF/CNPJ applications for foreign shareholders, Ltda. articles and power of attorney documents, commercial registry registration and the CNPJ, and Central Bank foreign investment reporting with annual tax filing reminders. We assess your case for free and give you a written quote.