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Legal Guides / Entering the Brazilian Market

Set Up a Company in Brazil: structured, cross-border legal advice

Important: read before you begin

Brazilian company formation is not simply a filing exercise. Structure, taxation, management appointments, beneficial ownership disclosure, banking and capital registration all need to be aligned from the outset. Getting these wrong is costly to correct.

Our team is genuinely fluent in English and guides international clients through every step of Brazilian company formation, from structure and tax analysis to registration, governance, banking and ongoing compliance.

Brazil is one of the world’s largest economies, and entering it takes expertise

Setting up a company in Brazil is more compliance-intensive than most modern jurisdictions. Careful planning from the very start, on structure, taxation, governance and banking, will save you significant time and cost down the track.

D&Q is a boutique law firm specialising in international transactions involving Brazil. We are genuinely fluent in English and offer high-quality, creative and tailored solutions for clients based in Australia, the UK, the US, Europe and beyond.

Why D&Q

What sets us apart

Genuinely Fluent in English

Our team is fully fluent in English and Portuguese. There are no language barriers, no misunderstandings, just clear, precise communication from start to finish.

International Expertise

We understand both Brazilian law and the expectations of international clients. Our clients come from the UK, US, Australia, the Netherlands, the UAE, Singapore and beyond.

A Boutique Approach

As a boutique firm, we offer genuine partner-level attention. Your matter is handled by experienced lawyers, not passed down to junior staff.

Cross-Border Reach

With offices in Sao Paulo and Brisbane, we are well placed to serve clients across multiple time zones, seamlessly bridging Australia, the Americas, Europe and Asia.

End-to-End Service

From structure selection and tax planning to BACEN registration, director appointments, trademarks and banking. We cover every aspect of your Brazilian set-up.

Practical and Creative

We handle complex cases and find practical, creative solutions tailored to the real-world needs of each client, not generic, off-the-shelf advice.

Key Considerations

What you need to think about

Company registration in Brazil has become faster in recent years, but there are still many critical decisions to make before you begin, and several that must be made correctly on day one. Here is an overview of the key issues we help our clients navigate.

Realistic Timeline: Legal Paperwork vs. Operational Readiness

Phase 1

Incorporation and CNPJ

2 to 4 weeks

Entity registered at the Junta Comercial, tax ID (CNPJ) issued by Receita Federal, and municipal/state registrations obtained.

Phase 2

BACEN Registration and Banking

2 to 4 weeks after Phase 1

Foreign capital registered under RDE-IED with the Central Bank. Corporate bank account opened after intensive KYC review. Timing depends heavily on ownership structure, sector and documentation.

Phase 3

Operational Readiness

Variable

Holding company: immediate. Services provider: mostly immediate. Merchandise seller: approx. 4 weeks (invoicing permits, Inscricao Estadual). Manufacturing: fully variable, sector licences, environmental permits and import registrations may take months.

Choice of Legal Structure

The two most common structures are the sociedade limitada (limited liability company) and the sociedade anonima (corporation/joint-stock company). The best choice depends on governance needs, investor profile, capital-raising plans, regulatory exposure and intended exit.

Management and Brazilian Representation

Management rules differ depending on entity type. In many cases, foreign-resident shareholders and managers must appoint a Brazil-resident representative with specific powers, including powers to receive service of process.

Updated: Law 15,270/2025

Shareholder Structure and Tax Planning

The choice of holding entities can materially affect repatriation, treaty access, foreign tax credit treatment, CFC analysis and transfer pricing. Since January 2026, Brazil has imposed a 10% withholding tax on dividends, making upfront structuring considerably more important than before.

Day One Decision

Tax Regime Selection

A Brazilian company must elect its tax regime at the time of incorporation or at the start of each tax year. The three main options (Simples Nacional, Lucro Presumido and Lucro Real) have fundamentally different rates and implications. Electing the wrong regime can result in a materially higher tax burden for the entire year.

Power of Attorney for Foreign Shareholders

Foreign investors typically need a local representation document for registration and ongoing corporate acts. Any PoA signed abroad must be apostilled (Hague Convention countries) or legalised at a Brazilian consulate, then translated by a sworn translator in Brazil. This is frequently the longest step in the process.

Critical: Often Overlooked

BACEN Registration (RDE-IED)

Any foreign capital used to capitalise a Brazilian company must be registered in the Central Bank’s electronic system (RDE-IED). Without proper registration, the company will be unable to legally pay out dividends or repatriate capital to investors abroad.

Brazilian Accountants

All Brazilian companies with foreign shareholders must appoint a registered Brazilian accountant. Brazilian entities face recurring accounting, bookkeeping, tax, payroll and filing obligations from an early stage.

Registered Office and Physical Presence

Service companies can generally use a virtual office. Trading or product companies that sell physical goods typically need a physical warehouse: some State Tax Authorities will refuse to issue a State Tax Registration to a virtual address, blocking the ability to issue invoices for goods entirely.

Location and Tax Implications

State and municipal tax rules differ significantly across Brazil. The state and city where your company registers and operates affects applicable tax rates, invoicing obligations and the ease of obtaining relevant licences.

Home Country Tax Considerations

Investing in Brazil also requires reviewing how Brazilian profits interact with your home jurisdiction, including CFC rules, transfer pricing, the treatment of Brazilian taxes as credits, and the interaction of the new dividend withholding tax with available tax treaty protections.

Updated: e-BEF System

Beneficial Ownership Disclosure

Brazil now requires structured disclosure of ultimate beneficial owners through the Receita Federal’s e-BEF system. Filing is required within 30 days of CNPJ registration and must be updated annually. Non-compliance can result in CNPJ suspension.

Company Name, Branding and Trademarks

Company-name clearance and trademark protection are separate issues in Brazil. A name may be registrable at the corporate registry level and still carry trademark risk. Brazil follows the first-to-file rule for trademarks.

Licences, Permits and Import Authorisation

Regulated industries (pharmaceuticals, agriculture, chemicals, mining, financial services) require sector-specific licences that can take months to obtain. Import rights must also be registered separately with Brazilian customs (Radar/Siscomex).

Banking and Operational Readiness

Corporate bank account opening in Brazil is often the most document-heavy part of the process. Banking strategy should be considered early and planned in conjunction with the BACEN RDE-IED registration to ensure capital can flow in and out correctly.

The above is a summary of key considerations only. Every set-up is different, and the right advice depends on your specific industry, home country, business model and commercial objectives. We are here to guide you through all of it.

Worth knowing: recent regulatory developments

Brazil’s Complementary Law 182/2021 (the Legal Framework for Startups) simplified certain requirements and created new governance tools for early-stage, foreign-funded technology companies. If you are entering Brazil through a startup or venture-funded structure, these provisions may significantly affect your options.

Fabiano Deffenti Founding Partner
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Our Team

Unique multi-jurisdictional expertise

Our founding partner, Fabiano Deffenti, is the only lawyer in the world admitted to practise in Brazil, Australia, New Zealand, and New York, giving D&Q an unmatched perspective for clients operating across these markets.

Fabiano also edits LawsofBrazil, a widely read resource on Brazilian law for international audiences.

Brazil: AdvogadoAustralia: SolicitorNew Zealand: Barrister and SolicitorNew York: Attorney-at-Law

Meet the Full Team

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Ready to enter the Brazilian market?

We advise foreign investors on Brazilian company formation from first-structure analysis through incorporation, local representation, governance, licensing strategy and post-closing compliance.

Brazilian lawyers for foreign companies, investors and law firms.

Sao Paulo

Rua Quintana, 887/32
Sao Paulo SP 04569-011, Brazil
+55 11 5505 2485
info@deqlaw.com.br

Brisbane

Level 34, 1 Eagle Street
Brisbane QLD 4000, Australia
+61 7 3040 9301
info@deqlaw.com.au

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