Setting up a Brazilian company as a foreign founder

The short answer

The importer of record has to be a Brazilian entity, which is settled on the page about RADAR and Siscomex accreditation.

Foreign capital receives treatment identical to national capital under article 9 of Lei 14.286/2021, in force from the end of December 2022 under the one year period in article 29. No general ceiling on foreign ownership appears in the acts checked here; the limits are sector specific.

The administrator, the person with legal authority to run the company, does not have to be resident in Brazil. The registration manuals say so, and require a power of attorney to a resident representative instead.

A branch of the foreign company is a separate route with its own authorising body, filing and fee, not the same thing as a foreign company holding quotas in a Brazilian one.

Ltda or S.A.

The sociedade limitada (Ltda) sits in the Código Civil, Lei 10.406/2002, articles 1.052 and following. The sociedade anônima (S.A.) has its own statute, Lei 6.404/1976.

	Ltda	S.A.
Minimum members	One, art. 1.052 §1 as worded by Lei 13.874/2019	Two subscribers, art. 80, I
Minimum capital amount	Not set in the registration rules	Not set in art. 80 or the manual
Paid in at formation	No rule found	10% of the issue price of shares subscribed in cash, art. 80, II, with a bank deposit receipt
Constitutive document	Contrato social, lawyer's visa under Lei 8.906/1994 art. 1 §2, except ME and EPP	Estatuto social with constitutive minutes
Publication of accounts	Not found in the registration rules	Required; a closed company with annual gross revenue up to R$ 78,000,000.00 may publish through the Central de Balanços of SPED instead of newspapers
Registry fee, Santa Catarina	R$ 168.00	R$ 295.00

Three entries there are absences rather than permissions. No minimum capital figure appears in either DREI manual, in a state registry's instructions, or in article 80, and no paid-in requirement appears in the limitada rules. A requirement missing from the rules of registration is not a rule allowing any amount. Publication is the same: the S.A. manual carries the obligation and the threshold, citing article 294 of Lei 6.404/1976 and IN DREI 112/2022, while the limitada manual has nothing equivalent and the sociedade de grande porte regime was not checked.

One exception to the two founder rule is the subsidiária integral, whose single shareholder is a Brazilian legal entity; the article usually cited for it was not read directly.

What happened to EIRELI

Article 41 of Lei 14.195/2021 transformed existing EIRELIs into sociedades limitadas unipessoais with no amendment to their constitutive acts, recorded automatically by the registries. New ones cannot be constituted, and the EIRELI annexes were removed from IN DREI 81/2020 by IN DREI 112/2022. DREI's circular of 9 September 2021 treated the effect on article 980-A of the Código Civil as a revogação tácita, a tacit repeal, which is the wording used here. A later statute is often named as repealing that article outright; that could not be confirmed.

SLU is not a new legal form: a sociedade limitada unipessoal is an ordinary Ltda with one quotaholder, registered as an ordinary contrato social. Once the 2019 amendment let a limitada be formed by one person, the reason EIRELI existed disappeared.

Whether a foreign investor can hold 100%

Article 9 of Lei 14.286/2021 gives foreign capital treatment identical to national capital in equal conditions, and article 8, II defines it as assets of any nature held in national territory by non residents. A restriction has to be found in a specific rule. Four were confirmed.

Sector	What the rule says
Rural land	Lei 5.709/1971. An individual is capped at 50 módulos de exploração indefinida, with 3 free of formalities (art. 3). A foreign legal entity may acquire only for agricultural, livestock, industrial or colonisation projects approved by the relevant ministry (art. 5). Foreign held land is capped at a quarter of a municipality's area, one nationality at 40% of that (art. 12). Art. 1 §1 extends the regime to Brazilian companies under foreign control
Media and broadcasting	Constitution art. 222 as worded by Emenda Constitucional 36/2002. Ownership limited to Brazilians born in the country or naturalised over ten years, or companies constituted under Brazilian law with seat in the country. At least 70% of total and voting capital must belong to such Brazilians, who manage the company and set its content (§1) and carry editorial responsibility (§2); changes of control are reported to Congress (§5)
Air transport	Art. 181 of the Código Brasileiro de Aeronáutica as worded by Lei 13.842/2019: concession or authorisation only to a legal entity constituted under Brazilian law, with seat and administration in the country. The same law revoked incisos I to III and §§1 to 4 of that article, and arts. 182, 184, 185 and 186
Health care	Lei 8.080/1990 art. 23 as worded by Lei 13.097/2015 permits direct or indirect foreign participation including control in listed cases: donations from international bodies, entities set up to build and run hospitals, specialised hospitals, polyclinics and clinics, family planning work and research, non profit corporate health services for employees, and cases in specific legislation

The air transport rule sets corporate nationality, not a capital percentage; the share of Brazilian capital often quoted for the pre-2019 position sits in the revoked text, which was not read here. Nuclear energy, postal services, financial institutions, the border strip and mining are commonly listed alongside these four, and none was checked.

The resident representative

Article 12 of IN DREI 81/2020, as worded by IN DREI 112/2022, requires a natural person resident abroad, Brazilian or foreign, who is an empresário individual, administrator, partner in a business company or cooperative member, to file a power of attorney granted to a representative in Brazil. Paragraph 1 applies the same rule to a partner that is a legal entity with seat abroad, which also has to prove its constitution and legal existence. Paragraph 3 treats a power of attorney with no stated term as indefinite.

Documents signed abroad need consular legalisation or apostille and a sworn translation into Portuguese, the identity document excepted; that comes from a state registry's guidance. A separate rule is sometimes cited for non resident shareholders of an S.A., and the article usually given for it could not be retrieved from any official source, so it is not stated.

The administrator can be a non resident

Item 4.5 of the DREI manual for the limitada states that administrators of a sociedade limitada may have residence abroad. The condition is a power of attorney to a representative in Brazil with powers to receive service of process, valid for at least three years after the end of the management term. The S.A. manual sets out the same structure and the same three year minimum, resting on article 146 of Lei 6.404/1976 as worded by Lei 14.195/2021: only natural persons may be elected to the administrative bodies, and the taking of office of an administrator resident or domiciled abroad is conditioned on constituting a representative resident in the country.

A distinction on how this is usually written up. The common formulation is that Brazil used to require a resident director and that Lei 14.195/2021 removed the requirement. This page does not make that claim: the previous wording of article 146 could not be read in any source used here. The narrower statement is enough. The current wording does not make residence a condition, and does make a resident representative one.

None of the four official documents checked, the two manuals, article 12 of IN DREI 81/2020 and a state registry's guidance on non resident partners and administrators, conditions the role on a Brazilian residence permit. That is an absence rather than an express statement, and registration does not turn on the administrator's immigration status.

Article 11 of IN DREI 81/2020 sets separate document rules for an immigrant already in the country, and article 16 covers Mercosur nationals doing business after obtaining residence. Residence granted on the basis of investment is a separate immigration matter, and the figures usually quoted for it could not be verified.

CNPJ, and the CNPJ a foreign company can hold

The CNPJ is the Cadastro Nacional de Pessoas Jurídicas, kept by the Receita Federal. Applications run through REDESIM and the Coletor Nacional, producing a Documento Básico de Entrada, under Instrução Normativa RFB 2.119/2022. No processing time is published for issuing a CNPJ, and no fee is stated either way. Since article 11-A of Lei 11.598/2007, no identification number other than the CNPJ may be demanded of a company.

A foreign company can hold a CNPJ of its own, and this is where confusion starts. Receita Federal guidance for entities domiciled abroad, updated 10 September 2024, groups the purposes into three categories: assets held in Brazil (real estate, vehicles, vessels, aircraft, bank accounts), certain operations (intangible assets acquired for over 360 days, financing, leasing, loans, corporate investments and other financial operations), and financial or capital market investments exclusively. Import activity appears in none of them.

That CNPJ, registered through the central bank's non resident investor route, holds a stake in a Brazilian company; it does not import. The accreditation half of the same point is on the RADAR and Siscomex page. In the record a non resident individual partner is identified by CPF, the name matching the CPF register, and a foreign legal entity partner by its own CNPJ.

The registration sequence

REDESIM, created by article 2 of Lei 11.598/2007, structures the process as viabilidade, inscrição, licenciamento. The steps one state registry publishes for a limitada run: consulta de viabilidade for name and address, the DBE for the CNPJ, the electronic inscrição de matriz request citing the DBE protocol, the contrato social, the registry fee, electronic signatures, filing. Interfaces differ by state.

Step	Period	Basis
Filing after signature	30 days, effects retroacting to the signature date	Lei 8.934/1994 art. 36
Registry decision, single decision maker	Up to 2 business days	art. 43
Registry decision, collegiate	5 business days from receipt	art. 41
Complying with exigências	30 days from notice	art. 40, via registry guidance
CNPJ issue	Not published	Receita Federal
Inscrição estadual, São Paulo	Not estimated	São Paulo services portal

Licensing depends on risk. Article 3, I of Lei 13.874/2019 allows a low risk activity without any public act of release, classification set federally, oversight applied after the fact. For medium risk, article 6-A of Lei 11.598/2007 has the alvará and licences issued automatically, without human analysis, against a term of responsibility.

Mapa de Empresas reported an average of 23 hours to open a company and 73.7% opened in under a day, for July 2026. That average covers all Brazilian formations, most of them simple domestic ones, and not one with foreign participation, where legalisation, powers of attorney and CPF or CNPJ registration for non residents are added.

Inscrição estadual

An importer is an ICMS taxpayer by definition. Article 4 §1, I of Lei Complementar 87/1996 makes a taxpayer of anyone who, even without habituality or commercial intent, imports goods from abroad, whatever the purpose. Article 2 §1, I places the tax on the entry of imported goods, and article 12, IX fixes the taxable event at customs clearance.

So an importing company registers with the state tax authority as well. In São Paulo the register is CADESP, the application goes through REDESIM, there is no fee, and the processing time is given as not estimated. It covers every establishment carrying on an activity subject to it, branches, warehouses, factories and administrative offices included. Rules and rates are set state by state, the subject of ICMS by state, with the wider stack in import taxes in Brazil.

The bank account

Resolução CMN 4.753/2019, in force since 1 January 2020, governs opening, maintaining and closing deposit accounts. Article 2 requires institutions to verify and validate the identity and qualification of account holders and their representatives, qualification being what lets the institution classify the client's risk profile. Article 10 extends the resolution to accounts in national currency held by persons and entities resident, domiciled or with seat abroad.

The resolution contains no document list, so the package and the depth of the check are the bank's own policy under the duty it creates. There is no regulatory period for opening an account either: the only 30 day period in the text concerns closure, under article 5, IV. Timelines quoted in weeks elsewhere do not come from it.

Registering the foreign capital with the central bank

Foreign direct investment is reported through SCE-IED, under Lei 14.286/2021 as regulated by Resolução BCB 278/2022 of 31 December 2022, with Resolução BCB 281/2022 for transitional provisions and amendments by Resolução BCB 410/2024. The older name RDE-IED belongs to the previous system.

Article 17 puts the reporting duty on the recipient of the investment, the Brazilian company rather than the investor, which may report directly or through an agent. Article 32 sets the trigger: a financial transfer of USD 100,000.00 or more, a movement of that size, or the base date of a periodic declaration. Article 36 carries the deadline, 30 days from the movement, and lists capitalisation with tangible, intangible or virtual assets, distribution of profits and dividends, payment of interest on equity, acquisition of a stake from a resident or disposal to one, and return of capital. Under article 35, currency entering the country and remittances abroad of profits, dividends, interest on equity and returned capital are captured automatically from the exchange system.

Declaration	Asset threshold	Base date	Filing window
Quarterly, art. 38	R$ 300,000,000.00 or more	31 March, 30 June, 30 September	Up to 90 days after the quarter ends, art. 41
Annual, art. 39	R$ 100,000,000.00 or more	31 December	1 January to 31 March
Five yearly, art. 40	R$ 100,000.00 or more	31 December in years ending in 0 and 5	1 January to 31 March

The service is free. On repatriation this page states only what the resolution states: those remittances are movements the system records, and the duty to report sits with the Brazilian recipient on the 30 day period. The claim that an unregistered investment cannot be remitted does not follow from a text that regulates reporting.

Branch or subsidiary

A branch of a foreign company needs federal authorisation. Article 1.134 of the Código Civil is the basis, the procedure sits in IN DREI 77/2020, Lei 8.934/1994 and Decreto 1.800/1996, and DREI decides. The authorisation comes as a portaria in the Diário Oficial da União, with up to 3 business days for analysis and up to 10 for publication.

A foreign company holding quotas or shares in a Brazilian company is something else. DREI's Manual de Empresa Estrangeira states that article 1.134 does not cover a foreign company being a partner or shareholder of a national company. That case goes through IN DREI 81/2020 at the state commercial registry, with the article 12 power of attorney and proof of legal existence. Different body, different filing. Article 1.134 was checked through DREI material rather than read from the code, whose consolidated page truncates well before it, as with the limitada articles.

Forming nothing is also a route: selling to a Brazilian distributor that imports on its own account, or using an importer under the por conta e ordem or por encomenda structures of IN RFB 1.861/2018, where each party holds its own accreditation. The commercial side of that choice is in distribution channels in Brazil.

Official fees

Item	Amount	Scope
Registry, company other than by shares, Santa Catarina	R$ 168.00	State tariff under Decreto SC 417/2019; amendments carry the same figure
Registry, company by shares, Santa Catarina	R$ 295.00	Same tariff; amendments carry the same figure
Branch authorisation, initial	R$ 240.00	Federal, DARF code 6621
Branch, amendment	R$ 160.00	Federal
Branch, nationalisation	R$ 175.00	Federal
Inscrição estadual, São Paulo	No fee	State service page
SCE-IED declaration	No fee	Central bank service page
CNPJ	Not published	Receita Federal

Registry fees are set by each state. Santa Catarina is the one tariff table that could be opened; the São Paulo and Rio de Janeiro tables were not retrievable, so their figures are absent rather than estimated. Other costs have no published figures: the lawyer's visa on the contrato social, sworn translation and legalisation, accounting.

What this decides

Whether there is a Brazilian entity determines who the importer of record is. Without one the accredited party is a customer or a service provider, and the control that comes with importing sits with them. The wider sequence is on importing into Brazil.

Ltda or S.A. fixes the number of members, whether 10% of cash subscribed capital is paid in at formation, whether accounts are published, and the registry fee. The state fixes that fee, the ICMS regime and the inscrição estadual procedure.

Naming the administrator and the resident representative creates a commitment that outlives the appointment: the power of attorney has to run at least three years past the end of the management term, and it is drafted at formation rather than added later.

Branch or subsidiary is settled before drafting, because the two go to different bodies under different acts and neither filing converts into the other. The reporting duty for foreign capital lands on the Brazilian company, on 30 days from each movement, starting with the first inbound transfer.

Sources

• Ltda: Código Civil, Lei 10.406/2002, arts. 1.052 and following, planalto.gov.br. Article 1.052 §1 recovered from the amending statute, Lei 13.874/2019, because the consolidated code page truncates before that article. Registration practice from the DREI manual for the limitada (Anexo IV of the normative instruction), gov.br, and the Junta Comercial de Santa Catarina knowledge base.
• S.A.: Lei 6.404/1976, arts. 4 and 80, planalto.gov.br. The 10% cash payment and deposit receipt, the R$ 78,000,000.00 threshold for publishing through the Central de Balanços of SPED, and the subsidiária integral from the DREI manual for the S.A. (Anexo V), gov.br. Article 294 of Lei 6.404/1976 and IN DREI 112/2022 cited through that manual, not read directly.
• EIRELI: art. 41 of Lei 14.195/2021, confirmed through two official registration bodies, a Junta Comercial communiqué of 17 September 2021 and DREI's Ofício Circular SEI 3510/2021/ME of 9 September 2021 obtained from a state registry mirror; the planalto text of that article did not render. The tacit repeal characterisation of art. 980-A is DREI's own, in that circular. Removal of the EIRELI annexes by IN DREI 112/2022, from the consolidated IN DREI 81/2020 on gov.br.
• Foreign ownership: Lei 14.286/2021, arts. 8, 9 and 29. Sector rules from Lei 5.709/1971, Emenda Constitucional 36/2002 amending art. 222 of the Constitution, Lei 13.842/2019 amending the Código Brasileiro de Aeronáutica, and Lei 8.080/1990 art. 23 as worded by Lei 13.097/2015, all planalto.gov.br. Sectors not listed here were not checked.
• Resident representative and non resident administrator: IN DREI 81/2020 as amended by IN DREI 112/2022, arts. 11, 12 and 16, gov.br. Item 4.5 of the limitada manual and the corresponding passage of the S.A. manual, gov.br. Article 146 of Lei 6.404/1976 as worded by Lei 14.195/2021, planalto.gov.br. Legalisation and sworn translation from the Junta Comercial de Santa Catarina knowledge base. The previous wording of art. 146 was not read and is not characterised. The article of Lei 6.404/1976 sometimes cited for representation of non resident shareholders could not be retrieved from planalto or the Câmara archive, and is not relied on.
• CNPJ: Receita Federal CNPJ pages and the guidance for legal entities domiciled abroad, gov.br, updated 10 September 2024, for the three categories of purpose. Instrução Normativa RFB 2.119/2022 confirmed by number and date through that page; the text of its article listing registrants was not retrievable. Non resident investor registration from the gov.br service page updated 15 December 2025. Identification of non resident partners from Receita Federal Coleta Web help pages.
• Sequence and deadlines: Lei 11.598/2007 arts. 2, 6-A and 11-A, Lei 8.934/1994 arts. 36, 41 and 43, and Lei 13.874/2019 art. 3, planalto.gov.br. The 30 day period for exigências under art. 40 is cited through registry guidance rather than read directly. Procedural steps from the Junta Comercial de Santa Catarina. Elapsed time from Mapa de Empresas, Ministério do Desenvolvimento, data for July 2026.
• Inscrição estadual: Lei Complementar 87/1996, arts. 2, 4 and 12, planalto.gov.br. São Paulo procedure, absence of fee and unestimated processing time from the São Paulo state services portal, updated 6 March 2025.
• Bank account: Resolução CMN 4.753/2019, PDF on the central bank domain, arts. 2, 5 and 10.
• Foreign capital reporting: Resolução BCB 278/2022 read in the central bank's own English text, arts. 17, 32, 35, 36, 38, 39, 40 and 41, with Resolução BCB 281/2022 and Resolução BCB 410/2024 identified by number and date. Base dates and absence of a fee from the gov.br SCE-IED service page updated 11 March 2026 and the SCE-IED manual, September 2026 version. The Portuguese original was not compared line by line with the English text.
• Branch: gov.br service page for authorisation of acts of a foreign company branch, updated 2 January 2026, for the deciding body, fees and periods. DREI Manual de Empresa Estrangeira 2022 for the statement that art. 1.134 does not cover a foreign company becoming a partner in a Brazilian company. The text of art. 1.134 was not read from the code.
• Fees: Junta Comercial de Santa Catarina price table under Decreto SC 417/2019. The São Paulo and Rio de Janeiro tables were blocked by robots.txt and by dynamic loading, so no figures for those states appear.
• Alternatives to forming an entity: Instrução Normativa RFB 1.861/2018 and Receita Federal guidance on importação por conta e ordem, gov.br.

Facts on this page were checked on 7 September 2026. Where an official page did not render, the substitute source is named above. Brazilian registration rules are amended often and fees are set state by state, so the act, the article and the date matter more than any summary of them.