A foreigner can own all of a Brazilian limited company, but the order of steps decides whether it takes two months or six. This guide follows the sequence for a non-resident founder: tax numbers, the resident attorney, the administrator, registration, the bank, and the Central Bank report that later lets money leave.
A foreigner can own 100% of a Brazilian limited company in almost every sector, and the law sets no minimum capital. What makes Brazil slow is not permission but sequence: every partner needs a Brazilian tax number before the company exists, someone resident in Brazil must be able to receive legal papers on the partners’ behalf, and the company must then pass through the state Board of Trade, the federal tax authority, the municipality, sometimes the state tax office, and finally the Central Bank.
This guide follows that sequence for a non-resident founder forming a Sociedade Limitada (Ltda) — or its single-member version, the SLU. It is the practical companion to our Brazil market-entry page; the tax side is covered in our guides to the 10% dividend tax and the CBS/IBS reform.
CPF for individuals, CNPJ for companies, obtained from abroad.
A procurador in Brazil with power to receive service of process.
Who runs the company — resident or not.
Board of Trade, CNPJ, municipal and state numbers.
An account with a foreign-exchange desk, then the capital inflow.
The SCE-IED report that later lets money leave.
Brazil will not register a company whose partners it cannot identify in its own tax system. Every foreign partner therefore needs a Brazilian number first.
| Who | Brazilian ID needed | How it is obtained from abroad |
|---|---|---|
| Foreign individual partner | CPF (individual taxpayer number) | At a Brazilian consulate in person, or through a resident attorney filing the form, passport copy and an apostilled, translated power of attorney |
| Foreign company partner | CNPJ as an entity domiciled abroad | Through its resident attorney, with apostilled and translated incorporation documents, good-standing certificate and the power of attorney |
| The Brazilian company | CNPJ | Issued when the company is registered at the Board of Trade |
| The person who signs | e-CPF digital certificate or gov.br silver/gold account | Usually the resident attorney’s own — a foreigner without Brazilian records rarely gets beyond the basic level |
For an individual, the consulate route is free but requires an appointment in person; the attorney route is what most founders use, with the form and power of attorney apostilled at home and translated by a sworn translator in Brazil. For a foreign company, the CNPJ is a registration for control purposes — it does not create a branch — but it requires the full set of corporate documents, and the company’s beneficial owners must be declared to the Receita Federal.
Law and practice: CPF for foreigners: IN RFB 2,172/2024. CNPJ for entities domiciled abroad and beneficial-owner reporting: IN RFB 2,119/2022.
Every partner and administrator living abroad must appoint a representative in Brazil by power of attorney, filed with the Board of Trade. The non-negotiable power is to receive service of process — summonses and notices in judicial and administrative proceedings. For a corporate partner the power is usually wider: acting before the Receita Federal and the Central Bank and administering the company’s assets and rights in Brazil.
Who can be the attorney
A Brazilian, or a foreigner actually resident in Brazil.
Form
A private power of attorney with notarised signature, apostille and sworn translation is the norm; some Boards of Trade and banks prefer a public deed.
Registration
Foreign documents are usually also registered at a Cartório de Títulos e Documentos before use.
Duration
For a non-resident administrator, the power must stay in force for at least three years after the term of office ends.
The most common delay is a power of attorney that is too narrow — it covers the incorporation but not the bank, or the Receita but not the Central Bank. Draft it once, broadly, and apostille it once.
Law and practice: IN DREI 81/2020, art. 12, as amended by IN DREI 112/2022.
Yes — on paper. Since the Board of Trade rules were amended in 2022, the administrator of a Ltda may reside abroad, provided he appoints a representative in Brazil with power to receive service of process, valid for at least three years after the term ends. Only an individual can be an administrator; a company cannot.
In practice, banks, digital-certificate providers and parts of the Receita still steer foreign-owned companies towards a resident administrator, because someone has to sign electronically, attend the bank and answer for the company day to day. The common solutions are a resident co-administrator, a resident procurador with broad powers, or — where a foreign founder moves to Brazil — an administrator residence permit, which requires a registered foreign investment or job creation.
Non-resident administrator
Allowed for a Ltda, with a resident representative for service of process.
Resident administrator
Still the path of least resistance with banks and certificates.
Foreign administrator moving to Brazil
Needs a residence authorisation tied to investment or jobs, and a Brazilian ID on taking office.
Interim solution
A resident administrator while a foreign founder’s permit is processed.
Law and practice: IN DREI 81/2020, Annex IV, as amended by IN DREI 112/2022; Civil Code, art. 997, VI. Residence-permit thresholds are set by the National Immigration Council and should be checked case by case.
Registration itself is now largely digital and, in São Paulo, fast: the state reported an average of about 34 hours to issue a CNPJ in late 2025. The sequence runs through the national REDESIM system: a prior check of the name and of whether the activity is allowed at the address, the federal registration form, filing of the articles (contrato social) at the Board of Trade, which assigns the NIRE and triggers the CNPJ, and then municipal registration for ISS and, if the company deals in goods, state registration for ICMS.
The address is where foreign founders get caught. Brazilian law accepts a virtual place of business, and a virtual office is generally fine for a services or holding company if municipal zoning allows the activity. A company that pays ICMS — trading, importing, selling goods online — must register the physical address where the activity actually happens; São Paulo’s tax office treats a simulated establishment as void.
Services or holding
Virtual office usually acceptable, subject to zoning.
Goods and imports
A real physical address is required for state registration.
Low-risk activities
Exempt from an operating licence under the Economic Freedom Law.
Medium risk
Automatic licences are available in many municipalities.
Law and practice: Civil Code, art. 1,142 (virtual establishment); Law 13,874/2019 (licence exemption); SEFAZ-SP Consultation Reply 28,755/2023 (physical address for ICMS taxpayers).
Almost every Brazilian registry now expects an ICP-Brasil digital certificate (e-CPF) or a gov.br account at silver or gold level. A foreign founder with a fresh CPF and no Brazilian bank or ID record will usually be stuck at the basic level, and identity validation for an e-CPF has its own hurdles.
The standard workaround is the procurador signing on the partners’ behalf with his own certificate — which is another reason the power of attorney must be broad. The company then obtains its own e-CNPJ, but some systems, such as RADAR for importers, still require the e-CPF of the legal representative.
Capital arrives through a foreign-exchange contract into the company’s Brazilian account. There is no minimum, but partners remain jointly liable until the capital they subscribed is fully paid in. Foreign direct investment is then reported to the Central Bank in SCE-IED, the system that replaced the old RDE-IED registration at the end of 2022 — many guides still describe the old one.
| Obligation | When it applies | Deadline |
|---|---|---|
| Event report | Capital inflow, capitalisation, quota transfer, dividend or divestment of US$100,000 or more | 30 days after the event |
| Five-yearly declaration | Total assets of R$100,000 or more | 1 January – 31 March, base years ending in 0 or 5 (next: 2030) |
| Annual declaration | Total assets of R$100 million or more | 1 January – 31 March |
| Quarterly declaration | Total assets of R$300 million or more | In the following quarter |
Reporting is a duty of the Brazilian company, and transfers of US$100,000 or more must carry the SCE-IED code. Penalties run from 1% to 10% of the amount, with caps up to R$250,000. Even below the threshold, keep the exchange contracts: they are your proof of the foreign capital base when you later repatriate it or sell.
Law and practice: Law 14,286/2021; Central Bank Resolution 278/2022 as amended; penalties under Resolution 131/2021.
Expect two to eight weeks after the company has its e-CNPJ. Banks want the registered articles, the CNPJ, the administrator’s identification, the parent’s apostilled documents and the powers of attorney, often followed by an interview and a resident signatory.
Digital banks open quickly for simple Brazilian structures, but many decline foreign-owned companies automatically or offer no foreign-exchange contracts — and without one, the capital cannot come in. Choose the bank for its exchange desk, not its app.
No Simples Nacional
A company with a partner domiciled abroad, or with a corporate partner, cannot use the simplified regime.
Presumed profit (lucro presumido)
Available up to R$78 million of prior-year revenue; from 2026 the presumption rates rise by 10% on revenue above R$5 million a year.
Actual profit (lucro real)
Mandatory above R$78 million and in other cases, including companies with foreign-source profits.
An accountant is mandatory
Books must be kept by an accountant registered with the regional council.
The regime decision now has a second consequence: it affects how much of Brazil’s new 10% dividend withholding can ever be credited — see our dividend guide. If the company will import, it also needs RADAR, the customs registration, which a new company usually starts at the lowest limit.
| RADAR modality | For | Import limit |
|---|---|---|
| Limitada | Companies with estimated financial capacity up to US$150,000 — where most new companies start | US$50,000 or US$150,000 per six months |
| Ilimitada | Estimated capacity above US$150,000 | None |
| Expressa | Listed companies and their wholly owned subsidiaries, public companies | None |
Law and practice: Simples Nacional exclusion: Complementary Law 123/2006, arts. 3 and 17; presumed-profit ceiling: Law 9,718/1998, art. 13; 2026 increase: Complementary Law 224/2025; RADAR: IN RFB 1,984/2020.
From a standing start, two and a half to five months is realistic. Registration is the fast part; documents abroad and the bank account take most of the calendar.
| Stage | Typical time | Where it stalls |
|---|---|---|
| Documents abroad: apostille, translation, CPF or CNPJ for the partners | 3–6 weeks | Certificates that do not name the signatories; powers too narrow |
| Name and location check, Board of Trade, company CNPJ | Days to 2 weeks | Zoning for the activity at the chosen address |
| Municipal and state registrations | 1–4 weeks | A virtual office for a business that pays ICMS |
| Bank account | 2–8 weeks | Banks without a foreign-exchange desk; no resident signatory |
| Capital inflow and SCE-IED report | Within 30 days of the inflow | Forgotten deadline |
| RADAR for importers | About 10 days | Starting at the lowest limit |
Do
Apostille and translate everything once, with powers broad enough for every authority and the bank.
Do
Choose the address after checking zoning and whether the company will pay ICMS.
Do
Pick a bank with a foreign-exchange desk before the capital is ready to move.
Avoid
Guides that still mention RDE-IED, tax-free dividends or Simples Nacional for foreign-owned companies.
Yes, in almost all sectors. A few, such as media and coastal shipping, restrict foreign ownership.
No. A single foreign owner can use the SLU, the single-member limited company; two or more owners use a Ltda.
Yes. Individuals need a CPF and foreign companies a CNPJ as an entity domiciled abroad, obtained before the company is registered.
Yes. Every partner and administrator living abroad must appoint a resident attorney (procurador) with power to receive service of process.
For a Ltda, yes, with a resident representative for service of process valid for three years after the term. In practice banks and digital certificates make a resident administrator or broad resident attorney much easier.
No. Capital comes in through a foreign-exchange contract and is reported to the Central Bank in SCE-IED when the amount is US$100,000 or more.
No. A company with a partner domiciled abroad, or with a corporate partner, is excluded; it uses presumed or actual profit.
Typically two and a half to five months in total: three to six weeks for documents abroad, days to two weeks for registration, and two to eight weeks for the bank account.
Our Brazil service, run from a Paraguay base.
What changes for foreign shareholders in 2026.
Tell us who will own and run the company. We line up the documents, the resident attorney, the registrations and the bank — fixed quote within one business day.
We use Google Analytics to see which pages help visitors, only if you agree. Security cookies and your choice are always stored. Cookie policy
Tell us what you need. We’ll reply within one business day.
We’ll reply within one business day, by email or WhatsApp.
or message us on WhatsApp