How to open a company in Brazil as a foreigner: a complete guide

Brazil is the largest economy in Latin America, and Brazilian law lets foreigners own 100% of a local company in most sectors, with no Brazilian partner required. What makes the process feel hard is not a legal barrier. It is the number of registrations, the documents that have to come from abroad, and a tax system with several regimes to choose from. This guide covers the whole path for a foreign investor: who can open a company, which legal form to use, how to get the tax IDs and a residence permit if you plan to move, the registration steps, the tax regime decision and what the company must do once it is running.

Can a foreigner own a company in Brazil?

Yes. A foreign individual or a foreign company can hold all the quotas of a Brazilian limited liability company. Since 2019, the Civil Code expressly allows a limited company to be formed by a single person (article 1,052, paragraph 1), so no local partner is needed.

There are exceptions for specific sectors. The Constitution, for example, requires that at least 70% of the capital of journalism and broadcasting companies belong to Brazilians (article 222), and the acquisition of rural land by foreigners is restricted by Law 5,709/1971. Regulated activities such as financial services, health care and aviation also have their own approval rules. For most commercial, industrial, service and technology businesses, foreign ownership is unrestricted.

Three starting points

The path changes depending on who is investing:

• A foreign company opening a Brazilian subsidiary. The foreign company becomes the quotaholder. This is the most common route for multinational groups, and we cover it in detail in our guide on how to set up a subsidiary in Brazil.
• A foreign individual who will stay abroad and own the Brazilian company as an investor, with someone in Brazil running the day-to-day.
• A foreign individual who will move to Brazil to run the business, which also requires a residence permit.

The rest of this guide focuses on the individual investor, and points out where the rules differ for a foreign company.

Step zero: the identifiers you need

Every partner in a Brazilian company needs a Brazilian tax ID:

• CPF (individual taxpayer registry) for individuals, including foreigners who live abroad. It can be requested from the Federal Revenue, including through Brazilian consulates.
• CNPJ (corporate taxpayer registry) for a foreign company that will hold quotas. Its representative in the CNPJ must be domiciled in Brazil (Normative Instruction RFB 2,119/2022, article 6).

The Brazilian company itself receives its own CNPJ when it is registered. Since July 31, 2026, the Federal Revenue has been issuing CNPJs in a new alphanumeric format, with letters and numbers in the first 12 positions. Existing numbers remain valid, numeric CNPJs may still be issued, and the change is free of charge. In practice, the effect for a new company is that its ERP, banking and invoicing systems must accept the new format.

If you plan to live in Brazil: the investor residence permit

Owning a company does not, by itself, give a foreigner the right to live and work in Brazil. A foreign individual who wants to move to run the business can apply for a residence permit for investment. Under Normative Resolution CNIg 13/2017, as amended by Resolution CNIG/MJSP 49/2024:

• the investment must be made with the investor’s own funds from abroad, in foreign currency, in a new or existing Brazilian company, in a project with potential to generate jobs or income;
• the general minimum is R$500,000, supported by an investment or business plan with a three-year execution period;
• a lower investment, of at least R$150,000, may be accepted for entrepreneurs investing in innovation or in basic or applied scientific or technological research, when the company meets one of the conditions in the resolution, such as being located in a technology park, being incubated, or having been supported by a government innovation program or a startup accelerator.

The capital must come in through a foreign exchange transaction recorded as foreign direct investment, and renewal depends on proving that the business plan is being carried out. Immigration rules change more often than corporate law, so the current requirements should be confirmed with the Ministry of Justice’s immigration portal before filing.

Choosing the legal form

For a foreign investor, the Ltda is almost always the answer. It is cheaper to run than an S.A., accepts a single owner and is the form local banks, landlords and customers are used to dealing with.

Who runs the company and receives notices

Brazilian law does not require a Brazilian partner, but it does require people in Brazil who can legally receive notices. A quotaholder who lives abroad, individual or company, must grant a power of attorney to a representative in Brazil. Since 2022, the administrator of an Ltda may also live abroad, provided he or she appoints a representative in Brazil with powers to receive service of process for at least three years after the end of the term. Our article on whether a Brazilian company needs a resident director explains the details. In practice, a company run entirely from abroad is slower to operate, so most investors appoint a local administrator or a trusted local professional with clear powers.

The registration process, step by step

1. Define the business and the location

Choose the company name, the corporate purpose and the activity codes (CNAE) that describe what the company will do, and the city where it will be based. These choices determine which taxes apply, which licenses are needed and, in some cases, which tax regime is available. Before filing, most cities allow a zoning and feasibility check (consulta de viabilidade) to confirm that the activity can operate at the chosen address.

2. Prepare and legalize the documents from abroad

Passports, the foreign company’s incorporation documents if a company is the investor, and the powers of attorney signed abroad must be legalized for use in Brazil. Brazil is a party to the Hague Apostille Convention (Decree 8,660/2016), so documents from other member countries can be apostilled, and documents in a foreign language need a sworn translation. This is usually the slowest step, so it should start first.

3. Draft and register the articles of association

The articles of association (contrato social) define the owners, capital, purpose, address and management. They are filed with the commercial registry (Junta Comercial) of the state, through REDESIM, the integrated national system that connects the registry with the Federal Revenue and, in many places, with state and municipal agencies. Once approved, the company receives its CNPJ.

4. State and municipal registrations and licenses

Service companies register with the city for the services tax (ISS). Companies that sell goods register with the state for ICMS. Depending on the activity, the company may also need an operating license, fire department clearance, health surveillance approval or a sector regulator’s authorization.

5. Digital certificate, bank account and capital

The company needs an ICP-Brasil digital certificate to sign tax filings and access government systems. With the CNPJ and the certificate, it can open a bank account. Banks run their own know-your-customer checks on foreign owners. The capital is then brought in through a foreign exchange transaction. Foreign direct investment is reported to the Central Bank in the SCE-IED system, within the thresholds set by Resolution BCB 278/2022.

6. Accounting, tax and payroll set-up

Before the first sale or hire, the company should have its chart of accounts, electronic invoicing, tax calendar and, if it will have employees, payroll registered in eSocial. The tax regime must be chosen at the start, as explained below.

Which tax regime: Simples Nacional, Lucro Presumido or Lucro Real

Brazil has three main regimes for small and midsize businesses (SMBs), and the investor’s profile decides which are available:

• Simples Nacional is a simplified regime for small businesses with annual revenue of up to R$4.8 million, with most taxes paid in a single monthly payment. It is closed to companies with an owner domiciled abroad (Complementary Law 123/2006, article 17, item II), and to companies with another legal entity as a partner (article 3, paragraph 4, item I). A company owned by a foreigner who lives in Brazil may qualify. One owned by an investor abroad, or by a foreign company, cannot.
• Lucro Presumido (presumed profits method) calculates income tax on a percentage of revenue set by law, and is available up to R$78 million of revenue in the previous year (Law 9,718/1998, article 13). Since 2026, the presumed percentages are 10% higher on the portion of annual revenue above R$5 million (Complementary Law 224/2025, article 4).
• Lucro Real (actual profits method) taxes the accounting profit with legal adjustments. It is mandatory above that limit and in certain activities, and often better for companies with low margins or start-up losses.

The choice affects how much the company pays from day one, so it should be based on a projection of revenue, margins and payroll, not on habit.

Taxes the investor should know before investing

• Dividends sent abroad. Since January 2026, dividends paid to shareholders domiciled abroad are subject to a 10% withholding tax. See our article on Brazil’s 10% tax on dividends paid abroad.
• Consumption tax reform. Brazil is replacing PIS, Cofins, ICMS and ISS with the CBS and the IBS between 2026 and 2033. A company opened now will live through the transition. See Brazil’s tax reform explained.
• Transfer pricing. If the Brazilian company buys from or sells to related parties abroad, those transactions must follow the arm’s length principle under Law 14,596/2023.

How long and how much

There is no single official deadline for the whole process. Once the documents are ready, registration through REDESIM is usually the fastest part. The timeline depends mostly on legalizing documents abroad, the bank’s onboarding and the licenses the activity requires in the chosen city. Costs include government fees, which vary by state and city, sworn translations, the digital certificate and professional fees. For a foreign investor, budgeting for the monthly accounting and tax compliance routine matters more than the one-time opening cost.

What the company must do every month and every year

• calculate and pay federal, state and municipal taxes, and file the related returns;
• keep books under BR GAAP and file the ECD and ECF through SPED every year;
• run payroll and report it in eSocial, if there are employees;
• hold the annual quotaholders’ meeting to approve the accounts within four months after the end of the fiscal year (Civil Code, article 1,078);
• keep the Central Bank’s foreign investment records and the powers of attorney of representatives up to date.

Common mistakes

1. Assuming the Simples Nacional is available. With an owner abroad, it is not, and the business plan should be built on the right regime from the start.
2. Leaving document legalization for last. Apostilles and sworn translations take time and cannot be rushed in Brazil.
3. Using a vague corporate purpose. It creates licensing and tax problems later.
4. Bringing capital in informally. Money that does not enter as registered foreign investment complicates future dividends and the return of capital.
5. Treating residence and ownership as the same thing. Owning a company does not authorize the investor to live or work in Brazil.

How Solidy can help

Solidy already serves subsidiaries of multinational companies in Brazil. Our consultants support the whole path: choosing the structure and the tax regime, coordinating the registrations, and then running the company’s accounting, tax compliance, payroll and reporting. Talk to our consultants.