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Setting up a Brazilian company as a foreign founder

Selling imported goods in Brazil runs through a Brazilian entity, so formation is a structural decision rather than paperwork to hand off. Two parts of it are stated wrongly in most English language material: whether a foreign investor can hold the whole company, and whether the person running it has to live in Brazil.

Last updated 2026-10-05Rates verified 2026-09-24

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 has to be a Brazilian company, under Lei 6.404/1976 article 251. A foreign parent cannot use this route directly; it needs a Brazilian company in between.

Governance: who has to sit on a board, and who has to be audited

A conselho de administração, a board, is mandatory only for an open S.A. and for a closed S.A. that has authorised capital (Lei 6.404/1976 article 138 §2). Outside those two cases, a closed S.A. can run with a diretoria of a single person, under article 143 as amended by LC 182/2021. Publication of financial statements is required for every S.A. under article 289; the electronic route through SPED's Central de Balanços, instead of newspaper publication, is available specifically to a closed company with annual gross revenue up to R$ 78,000,000.00 (article 294), the figure already noted in the table above.

A Ltda has no equivalent board or publication requirement in the ordinary rules, but size still triggers obligations: a company, Ltda or otherwise, with total assets above R$ 240,000,000.00 or annual gross revenue above R$ 300,000,000.00 has to apply the sociedade de grande porte accounting and audit rules, including an independent audit, under Lei 11.638/2007 article 3.

Simples Nacional is closed to foreign participation

A company with any foreign shareholder, corporate or individual, cannot opt for Simples Nacional. A corporate shareholder, including a foreign parent, triggers the exclusion under LC 123/2006 article 3 §4 I; a foreign branch, office or agency triggers it under §4 II; and a non-resident individual partner triggers a separate exclusion under article 17 II. There is no workaround: a foreign-owned Brazilian company runs on Lucro Presumido or Lucro Real from the first year, not on Simples, regardless of revenue.

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.

A foreign document, including a power of attorney, generally has to be registered with the Registro de Títulos e Documentos before use in Brazil (Lei 6.015/1973 art. 129 item 6 and art. 148), rather than with a tabelionato de notas. This point could not be fully verified against the primary text, so treat it as a starting point and confirm with a Brazilian lawyer before relying on it.

When the founder is a foreign legal entity rather than an individual, it needs two separate powers of attorney, not one:

  1. The non resident administrator's representative in Brazil. Powers to receive citações and intimações in judicial and administrative proceedings, valid for at least three years after the management term ends. This is the one described above, item 4.5 of the DREI limitada manual, IN DREI 81/2020 for a limitada; article 146 §2 of Lei 6.404/1976 as worded by Lei 14.195/2021 for an S.A.
  2. The foreign entity's own representative for its CNPJ. Powers to manage its assets and rights in Brazil and to represent it before the Receita Federal, under IN RFB 2.119/2022 article 6 §1. This is a different mandate from the administrator's representative and should not be confused with it: the administrator's procurador receives service of process, it does not manage assets.

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 places reporting responsibility on the Brazilian company receiving the investment. It may appoint a representative. The event trigger and deadline depend on the transaction: article 35 covers specified transfers captured automatically from the Exchange System, while article 36 sets a 30 day reporting period for listed movements not carried out through that system. The SCE-IED reporting guide separates event reporting from periodic statements and gives the current filing windows.

The annual, quarterly and five-year thresholds, filing dates and records to prepare are set out in the dedicated SCE-IED reporting guide.

The gov.br service is free. Article 22 says non-compliance with foreign-capital reporting rules may result in related financial transfers being prohibited until irregularities are corrected. This is a possible consequence of non-compliance, not a general pre-approval requirement for every foreign investment.

Opening remotely, without travelling

An Ltda can be formed without the founder setting foot in Brazil. The mechanism is the power of attorney already described above: a procurador in Brazil handles the CPF filing, the Junta Comercial registration, the CNPJ and the bank account on the founder's behalf. Personal presence is not a registration requirement for an Ltda. Doing it remotely adds no separate government fee; the cost difference against an in-person formation is the translation, apostille or consular legalisation, and the procurador's own fee, all of which a non-resident founder needs regardless of whether they travel.

The sequence: the founder obtains a CPF through the Brazilian consulate in their country of residence (appointment, form FCPF, identity document, birth or marriage certificate; the service itself is free); the power of attorney to the procurador is signed either before a notary in the founder's own country with an apostille, or directly at a Brazilian consulate, in which case no apostille is needed; the founder's documents, and the power of attorney itself, are put through sworn translation in Brazil and then registered at the Registro de Títulos e Documentos, as described above; the procurador files the registration with the state Junta Comercial and obtains the NIRE and CNPJ; a municipal licence and fiscal address are arranged, a virtual office being an accepted fiscal address for many service activities; and the procurador opens the bank account under the power of attorney, where compliance review for a foreign-owned company runs deeper than for a domestic one and the quality of the documentation affects timing more than the choice of bank.

On cost and timeline, most published figures for a non-resident founder come from accounting-service marketing pages rather than a government source, and this page will not repeat them as facts. A junta comercial registration fee, a digital certificate, a municipal licence and an accountant's opening fee are the same order of cost whether the founder is resident or not; what a non-resident specifically adds is sworn translation, legalisation, RTD registration and the procurador's own fee, none of which carries a single national figure, since translation tariffs, legalisation cost and the procurador's fee all vary by country of origin and by provider. Claims of a remote process taking 30 to 60 days, or a total one-off cost in a R$ 4,000 to R$ 8,000 range, come from commercial accounting-service pages rather than a government source, and are not repeated here as figures to plan around; treat timing as qualitative; a fintech account can open in a few days, a traditional bank's review takes longer, and the registration itself runs on the Junta Comercial periods already stated above once the documents are ready. A separately quoted figure of up to 180 days for a foreign founder against 30-45 days for a Brazilian one, reached through a secondary accounting-service source, states plainly that the bottleneck sits in the CPF, notarial and consular steps and account opening, not in the company registration process itself, which is consistent with the sourced periods stated earlier on this page.

Minimum capital is not set by law for an ordinary Ltda; in practice founders typically write in a symbolic amount, R$ 1,000 being common, though no rule requires that specific figure. The R$ 150,000 threshold sometimes quoted alongside company formation belongs to the investor visa (VIPER) programme, a separate immigration matter, not to opening the company itself.

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; event reporting and periodic statements have separate triggers and deadlines, set out in the SCE-IED reporting guide.

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.
  • Subsidiária integral: Lei 6.404/1976, article 251, planalto.gov.br. Board and diretoria rules: article 138 §2 (board mandatory for open S.A. and closed S.A. with authorised capital) and article 143 as amended by LC 182/2021 (single-person diretoria otherwise), planalto.gov.br. Publication requirement: article 289, planalto.gov.br. Large-company audit threshold for any entity, Ltda included: Lei 11.638/2007 article 3, planalto.gov.br. Simples Nacional exclusion for foreign participation: LC 123/2006, article 3 §4 I-II and article 17 II, planalto.gov.br.
  • 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.
  • Registration of foreign documents: Lei 6.015/1973 arts. 129 item 6 and 148, planalto.gov.br. Not fully verified; confirm with a Brazilian lawyer. The two powers of attorney for a foreign legal entity founder: IN RFB 2.119/2022 art. 6 §1 for the CNPJ representative, gov.br; the administrator's representative sources are as above.
  • 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, arts. 17, 18, 20, 22 and 32-41, including amendments by Resoluções BCB 348/2023, 410/2024 and 521/2025; the gov.br SCE-IED service page, updated 11 March 2026; and the Banco Central declarant manual for events from 1 October 2024, reference date 4 May 2026. The SCE-IED material was rechecked on 5 October 2026. See the dedicated SCE-IED reporting guide for direct source links.
  • 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.
  • Remote opening: CPF for a founder abroad, gov.br consular service page (URL not confirmed while preparing this page). Power of attorney and sworn translation practice from a secondary accounting-services summary (Conexes Contabilidade). Cost and timeline figures for a non-resident founder (30-60 days; R$ 4,000-8,000 one-off; up to 180 days versus 30-45 for a resident founder) are reached through commercial accounting-service pages (Contabilizei, Contajá, ohub.com.br) and a 2026 sworn-translation tariff survey, not a government source, and are described in the text above as unverified claims rather than stated as facts. The R$ 150,000 investor-visa threshold: secondary source, not independently confirmed on this page.

Most facts on this page were checked on 7 September 2026 and updated on 24 September 2026. The SCE-IED section was rechecked on 5 October 2026 against the official regulation, service page and declarant manual. 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.

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Frequently asked questions

Can a foreign company own 100% of a Brazilian company?

Foreign capital receives treatment identical to national capital under article 9 of Lei 14.286/2021, in force from the end of December 2022. No general ceiling on foreign ownership appears in the acts checked for this page. The limits that exist are sector specific rather than general.

Does the administrator have to live in Brazil?

The current rules do not require it. Anexo IV of the DREI normative instruction states that administrators of a limited company may reside abroad, IN DREI 81/2020 provides for it, and article 146 of Lei 6.404/1976 in the wording given by Lei 14.195/2021 covers the company limited by shares. The condition is a power of attorney to a resident representative, valid for at least three years after the term of office ends.

Does EIRELI still exist?

No. Article 41 of Lei 14.195/2021 abolished it, and existing EIRELIs became single member limited companies automatically. DREI describes the underlying Civil Code provision as tacitly repealed. Guides that still present EIRELI as an option are out of date.

Can a foreign company import into Brazil using its own CNPJ?

No. A foreign company can hold a CNPJ, but the Receita Federal page setting out the purposes, updated 10 September 2024, lists three categories: holding assets and accounts, financial operations including corporate investments, and operations on the financial and capital markets. Import is not among them.

How long does company registration take?

Lei 8.934/1994 sets two business days for the commercial registry to decide on the simplified procedure and five for the ordinary one. The government's own Mapa de Empresas for July 2026 reports an average of 23 hours to open a company and 73.7% opened within one day, though that average covers all Brazilian formations rather than one with foreign participation.

Does foreign capital have to be registered with the central bank?

The Brazilian recipient reports required information through SCE-IED when a qualifying event or periodic statement applies. Some transfers are captured automatically; the 30 day deadline applies to listed movements in article 36. Article 22 also provides that non-compliance may lead to related financial transfers being prohibited until irregularities are corrected. See the [SCE-IED reporting guide](/import-into-brazil/foreign-capital-reporting/) for the thresholds and filing windows.

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