Company Incorporation Guide

Brazil company registration for foreign owners

Applicable country/region: BR - Brazil

Published: October 7, 2026Updated: October 7, 2026

Written by our advisory team
Brazil rules and requirements
Checked against official sources

Brazil

Most popularBrazil Company Registration

Guide overview

From the Junta Comercial filing to the CNPJ

Brazil company registration means filing the articles (contrato social or estatuto social) with the Junta Comercial, the state commercial registry (Board of Trade), in the state of the company's seat. The process runs through REDESIM, Brazil's integrated business-registration network, and normally begins with a viability check of the name and address. The company exists once the Junta registers it and assigns its NIRE. The Secretaria Especial da Receita Federal do Brasil (RFB), the federal revenue authority, then issues the Cadastro Nacional da Pessoa Jurídica (CNPJ) once the tax details are completed online. Before filing come the legal form, the owners' documents and local requirements; after it, tax registrations and regime, licensing, banking, the foreign-investment declaration and yearly duties.

COMPANY TYPES

Ltda or S.A.: the first decision in Brazil company registration

The structure comes down to two legal forms. The sociedade limitada (Ltda), a limited liability company with quotas, follows the Civil Code (Código Civil); the sociedade anônima (S.A.), a corporation with shares, follows the Corporations Law (Lei das S.A.). An Ltda can have a single member, Brazilian or foreign, individual or company. Members answer only for their quotas, though jointly until all quotas are paid in. An S.A. is run by executive officers (diretoria); only some, such as publicly held ones, need a board of directors. Outside restricted sectors like journalism and broadcasting, foreign investors may own the whole business. A foreign company may instead open a branch with federal authorization and a permanent representative in Brazil.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Brazil S.A. Basic Information

Ownership:

Consolidated Ownership

Limited Liability:

Positive

Publicly Participates In Capital Market:

Positive

Brazil S.A. Shareholder / Director / Secretary Requirements

Requirements For Shareholders:

At least two (one only if the sole shareholder is a Brazilian company)

Requirements For Directors:

At least one

Legal Representative Not Mandatory:

Negative

Local Directors Not Mandatory:

Negative

Local Secretaries Not Mandatory:

Positive

Brazil S.A. Registered Capital Requirement

Minimum Registered Capital Requirement:

No statutory minimum (some regulated sectors set one)

Capital Injection Not Required:

Negative

Capital Injection Requirement:

At least 10% of the issue price of the shares subscribed in cash is paid in and deposited at Banco do Brasil or another bank authorised by the CVM; the deposit receipt is filed with the Junta Comercial

REQUIRED DOCUMENTS

Why the owners' documents come first and how they travel

A file from abroad starts with identification, because the founding documents name each owner by a Brazilian tax number. A foreign individual gets a Cadastro de Pessoas Físicas (CPF) online or at a Brazilian consulate. A foreign company gets its CNPJ through the Banco Central's non-resident register (CDNR) and names a representative (procurador) in Brazil. Owners abroad also give a local representative power of attorney. The file reaches past a corporate owner, which must report its beneficial owners, and registries and banks carry anti-money-laundering duties. Public documents from Convention states need an apostille under the Hague Apostille Convention, in force for Brazil since 14 August 2016, and foreign-language ones a sworn Portuguese translation, so this work comes before signing.

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.