Being one of the largest economies in Latin America, Brazil offers exciting possibilities to companies seeking to expand their business into the Latin American market. Opening a company in Brazil is beneficial to entrepreneurs and investors as the country has shown enormous progression in its economy. But before starting the process of forming a company in Brazil it is crucial to be familiar with some of the basic concepts around rules and practices connected to the company and the registration process. Outline below is some of the essential requirements for opening a company in Brazil.
- Determined the type of company you would like to register
One of the basic requirements in starting a business in Brazil is choosing the right type of legal structure for the company to be incorporated. For that, it is crucial to consider how many people are going to be involved, as well as how much the initial capital will be.
The most common types of companies in Brazil are the Limited liability company (Sociedade Limitada/Ltda) and Corporation (Sociedade Anônima/S.A). A sociedade limitadacan have one or more shareholders, while sociedades anônimas require a minimum of two. But Sociedades limitadas are much faster to register.
Other types of companies in Brazil include Silent Partnerships (SCP), Consortium, Single Holder Limited Liability Entity (EIRELI), and Branch Office of Foreign Corporations.
- Select a suitable name for the Brazilian company
A company in Brazil must have a name. The corporate name assigned to the business must be unique and must also include the type of activity the business will perform. Company names cannot include improper words or expressions which may be offensive or unethical, among other things. The selected type of legal entity also needs to be indicated in the company name.
The owner of the company may check the company name with the State Commercial Registry Office to make sure that the name chosen is not already registered.
- Management and Administration
You have to select a company’s executive director. This can be residents and non-residents.
You also have to choose the shareholder for the Brazilian company, as Brazil does not have many double tax agreements in force and presently does not impose taxes on the payment of dividends. So assigning the right entities to hold the shares in the Brazilian company can have major tax benefits.
Not that the identity of the shareholders must be known before the company can be incorporated.
- Appoint a trustworthy Legal Representative in Brazil
According to Brazilian law, it is important to appoint a legal representative who will represent the company before local authorities, partners, and clients. A Power of Attorney will be required to appoint the legal representative to carry out the company process locally. Requirements to have a local legal representative are usually the most challenging for foreigners who plan to form a company in Brazil. The legal representative does not need to be an owner of the company but must either be a Brazilian citizen or have a permanent Brazilian visa.
- Selecte accountants to be registered in Brazil
This is usually done post-incorporation. All Brazilian companies must hire the services of an accountant to keep the company’s books. Also obtaining the necessary corporate and accounting book is done by the accountant. The accountant also makes all required tax filings.
- Decided on the locations where the business will be operating in Brazil: Municipal Registration
Companies offering services in Brazil require registration with the municipal authority in charge of the company’s area. This registration will give notice to the municipal authorities of the beginning of business activities by the company, and it will also permit the company to pay municipal taxes. State Sales Tax and Municipal Services Tax are among the taxes to be paid.
- Select an address to be used as the company’s office
All companies formed in Brazil require a unique registered fiscal address. If a permanent office for staff is not needed, the services of a company offering virtual office addresses may be used.
For operations where there are numerous companies registered at the same office address, it is common to stipulate which room each company is registered to, as this makes each fiscal address unique.
- Disclose the full chain of control of the Brazilian company Federal Revenue Department
Brazilian law imposes that foreign shareholders of Brazilian entities disclose the ultimate beneficial owners (UBOs) to the individual or publicly listed holding company.
- File for registration of a Brazilian trademark
As soon as you form a view that you may sell products or services in Brazil, it is recommended that you file trademark applications. These applications can be made by any individual or foreign entity, it can also be made by the Brazilian company. The Brazilian National Institute for Intellectual Property has a unified database of all trademark applications and registrations.
- Licenses requirements
Licenses will be required depending on the goods or services the company will provide. The Business License will enable the company to carry out activities within a city. It is important to receive all required permits and licenses from the local Municipality before the company starts operations. This phase requires a couple of examinations and revisions of the commercial establishment to ensure its safety and compliance with all local regulations.
Licenses requirements for import
Note that not all Brazilian companies are allowed to import goods from abroad. So before a Brazilian company can import goods, it must be registered on the Foreign Trade Integrated System and collect a special kind of license, of which there are two types available:
Limited License: this only allows the company to import goods with a value of up to USD 150, 000 over a six month period, and
Unlimited License: this is for companies seeking to import goods above the USD 150,000 limit. These companies must prove their financial capacity to get an Unlimited License.
- Decided on the bank that will hold the company’s account
As part of a company formation, you have to choose a bank to open the company’s account with.
A corporate bank account is usually needed for the business share capital but is also needed to keep the company’s and personal assets separate. Note that due to internal bank controls, all Brazilian banks mandate that the full chain of ownership of the Brazilian entity be disclosed as a condition of opening a bank account.
Timeframe for Completion
Forming a company in Brazil is not an integrated procedure and therefore it is impossible to provide an exact timeframe for the completion of the process. But the whole process of incorporating a new entity in Brazil usually takes 60-90 days.
How to register a company in Brazil
As with any endeavor, planning and research are important. Before setting up your company in Brazil, you must know which details and documents you need to provide the authorities. To get this done easily, you need the right association by your side. Your Damalion expert is always available to help on this aspect.
If you want to learn more about the company incorporation process in Brazil or if you are ready for your business registration in Brazil, let’s go ahead and contact your Damalion experts now.
Brazil company setup checklist — legal forms, CNPJ, state and municipal registrations, Central Bank notifications, banking, tax, payroll, and governance.
Damalion facilitates planning, formation, and ongoing coordination for founders, investors, and cross-border groups
Last updated: 13 September 2025Why use a checklist before forming in Brazil?
Brazil is welcoming to long-term operators, but sequencing matters. A short, precise checklist keeps notarial work, CNPJ, banking, taxes, and hiring in sync. Damalion keeps the paperwork coherent so each approval supports the next step without rework.
Which Brazilian legal forms are commonly used?
Your choice should reflect liability, governance, investor expectations, and future financing. Here is a plain overview to frame the discussion with your advisors.
- Sociedade Limitada (LTDA): the standard limited liability company for operating businesses with a flexible quota-holder agreement.
- Sociedade Limitada Unipessoal (SLU): single-member version of the LTDA, suited to wholly owned subsidiaries.
- Sociedade Anônima (S.A.): joint-stock company with higher corporate formality; useful for larger equity stories and potential listings.
- Filial (branch of a foreign company): requires prior government authorization; used in specific sectors and cases.
How do you set up a company in Brazil — step by step?
Damalion coordinates the sequence so drafts, filings, banking, and tax registrations move together without unnecessary loops.
- Define scope and stakeholders. Document business purpose, locations, directors, officers, and ownership chain.
- Choose the legal form and governance. Align LTDA, SLU, or S.A. with investor rights, management powers, and exit options.
- Draft the constitutive documents. Prepare articles, quota/share subscription terms, appointment minutes, and powers of attorney.
- File with the state Junta Comercial. Obtain registration and corporate ID details to proceed with federal steps.
- Obtain the CNPJ. Register with Receita Federal and submit ultimate beneficial-owner information as required.
- Secure municipal and state registrations. Request Inscrição Municipal for services (ISS) and Inscrição Estadual where goods circulation or ICMS applies.
- Set up the digital certificate (e-CNPJ). Enable electronic signatures and tax filings.
- Open the local bank account. Provide ownership charts, UBO/KYC, and expected flow narratives consistent with corporate documents.
- Register foreign capital where applicable. Record foreign direct investment with the Central Bank system and maintain updates.
- Enroll for tax regimes and e-invoicing. Select the tax framework applicable to your activity and configure NF-e/NFS-e as relevant.
- Hire and onboard employees. Register as employer, enroll for social security and FGTS, and set payroll and benefits.
- Adopt governance and controls. Approve a signing matrix, payment limits, and a calendar for meetings and filings.
What do banks expect at onboarding?
Banks look for clarity and consistency. Damalion prepares a concise file so relationship teams can validate your profile quickly.
- Ownership and control chart, with UBO identification and contact details.
- Articles, appointments, and powers aligned with signatory rules and limits.
- Source-of-funds and source-of-wealth narratives supporting initial and recurring flows.
- Evidence of CNPJ, municipal/state registrations, and e-CNPJ readiness.
Which taxes and filings should you plan for?
Your mix depends on activity and location. Keep calendars realistic and align accountants early.
- IRPJ (corporate income tax) and CSLL (social contribution on net profits).
- PIS/COFINS on revenues, with regime and credit rules driven by your model.
- ISS for services at the municipal level; ICMS for circulation of goods at the state level; IPI for certain industrialized products.
- Payroll-related taxes and funds, including social security and FGTS.
- E-invoicing configuration and periodic electronic files as required by authorities.
How do you keep governance simple and reliable?
Consistency lowers friction. Match wording across articles, minutes, and banking, and keep evidence easy to retrieve.
- Meeting calendar for partners’ and board approvals, with well-kept minutes.
- Signing matrix and payment controls, consistent with bank mandates.
- Documented intercompany services and funding, with pricing support.
- Annual review of registrations, certificates, and filing deadlines.
Key features and benefits for international founders
This checklist keeps your setup predictable and ready for diligence later.
- Well-known vehicles (LTDA, SLU, S.A.) understood by counterparties.
- Aligned filings across Junta Comercial, Receita Federal, and local authorities.
- Early banking preparation to reduce back-and-forth.
- Clear tax registrations and e-invoicing from day one.
- Governance rhythm that scales with headcount and revenue.
Frequently asked questions
Do I need a resident director or administrator?
Can the company be wholly foreign-owned?
How long does incorporation usually take?
What capital is required for an LTDA or SLU?
When should we register foreign capital?
How do we handle invoices and taxes from day one?
What payroll registrations are essential?
Can we operate in multiple states?
How are intercompany services documented?
Do we need a physical office?
Is a branch preferable to a subsidiary?
How do we change the company name or add activities later?
Which documents do banks ask for most often?
Can Damalion coordinate foreign investor onboarding and local filings?
What should we review annually?
Related reading to plan your structure
These guides help compare vehicles and keep filings aligned across jurisdictions.
