Brazil – Company Incorporation Guide
Foreign-owner friendly structures with clear steps. Use this checklist for entity choice, filings, taxes, upcoming VAT reform, and compliance dates.
Snapshot
- Common entity: LTDA (including single-member SLU).
- Foreign owners: Allowed. Appoint a Brazil-resident legal representative.
- Administration: Administrators may reside abroad with a local power of attorney.
- Registered office: Brazil address required.
- CNPJ timing: Often ~1–2 days once documents are complete (sector licenses can extend overall timeline).
How to set up
- Draft the Contrato Social (or constitutive act for SLU) and file at the state Junta Comercial.
- Obtain CNPJ and submit beneficial owner information.
- Register for state or municipal tax as needed (ICMS/ISS) and secure sector licenses.
- Open a bank account and register foreign direct investment with the Central Bank (IED) if applicable.
Company taxes
- Corporate income tax: IRPJ 15% plus 10% surtax on profits over BRL 20k/month, and CSLL 9% (headline around 34% before incentives).
- Consumption taxes (current): PIS/COFINS (federal), ICMS (state), ISS (municipal), and IPI on selected goods.
- Reform: Constitutional VAT reform will replace these with CBS (federal) and IBS (state/municipal) in a phased rollout from 2026 to 2033.
Accounting & filings
- SPED ECD (bookkeeping) due last business day of June each year.
- SPED ECF (tax accounting) due last business day of July each year.
Banking, KYC, and tips
- Expect stringent KYC and UBO checks. Foreign investors typically need a local representative and Brazilian tax IDs where applicable. Register foreign capital (IED) as required.
- Draft POAs with clear powers and expiry; keep notarization/apostille ready. Budget extra time for municipal or state licenses. Plan ERP changes early for the VAT transition.
Ready to start? Email [email protected] or [email protected].