Business entities in Brazil

Business entities in Brazil

Different Brazil entities

Brazil different business entity types and setup requirementsForeigners considering Brazil business setup have two options to enter the Brazilian market. They may enter Brazil directly (subsidiary or branch) or through third parties such as distributors or sales representatives. The commonly used entities by foreign entrepreneurs is the Brazil limited liability company (LLC).

Limited Liability Company/Wholly foreign owned entities

  • A Brazil LLC can be setup with a minimum of 2 shareholders and 1 director, who can be of any nationality. However, a Brazilian permanent resident must be appointed as a legal representative of the company. The minimum share capital required will be US$1 and the company can be set up within 20 weeks. Furthermore, a Brazilian LLC faces no restrictions on the type of business activities it can pursue;
  • Each Brazil entity must have at least one individual representative ordinarily resident in Brazil. Most of our Clients appoint one of the local staff members as registered local representative. If required, Healy Consultants will be pleased to provide your firm with a professional nominee for your Brazil business setup.

The Brazilian public limited company (SA)

  • The Brazilian public limited company requires at formation at least 2 shareholders and 3 directors, who both can be of any nationality and do not need to be resident in Brazil. However, if no resident director is appointed, the company must have a resident company representative, whom Healy Consultants will be pleased to provide if needed. Brazilian PLCs must also go through an annual audit and must appoint an audit board for that purpose;
  • A Brazilian PLC does not need to be listed on a stock exchange. For our Clients interested by this option, Healy Consultants recommends choosing BM&FBOVESPA as it i) is largest in Brazil and 13th largest in the world, enabling listed businesses to raise massive amounts of capital and ii) does not require companies to publicly trade more than 25% of their share capital, allowing henceforth their initial owners to keep majority control.

Branch and representative office

  • In accordance with Brazil corporate law, all foreign company branches and representative offices may be 100% foreign owned, provided a local agent or sponsor is appointed;
  • Branch Offices are allowed to invoice Brazil resident customers, sign local sales contracts and receive income from customers. However, prior to incorporation an authorization from the Brazilian Government must be obtained and the branch will be subject to local laws;
  • While the Brazil law allows 100% foreign ownership and control of the representative office, it does not allow the entity to make direct sales within the country. Such an office will only engage in activities such as i) promoting the business of the parent company and ii) market research. A permanent resident agent or distributor must be appointed;
  • In order to register a branch or representative office of a foreign company, the incorporation forms of the parent company must be translated to Portuguese by specialist government approved company;
  • A foreign company can register a branch in Brazil to invoice Brazilian customers, sign local sales contracts and receive income from local customers. However, a Brazilian agent must be appointed.

Corporation

A corporation is a separate legal entity from its owners, divided into shares in which the owners of this type of entity have unlimited liability for the losses. There are two types of corporations; open, which raises funds from public sources or closed, funded from shareholders.

Table of comparison between different Brazil entities

 LLCBranchRep office
How long to set the company up?20 weeks20 weeks20 weeks
How long to open company bank account?8 weeks8 weeks8 weeks
Bank signatory must travelYesYesYes
Issued share capital requiredUS$100
Is doing business in Brazil permitted?YesYesNo
Allowed to sign sales contracts with Brazil ClientsYesYesNo
Allowed to invoice Brazil ClientsYesYesNo
Corporate tax payable in Brazil34%34%0%
Corporate bank accountSCB BrazilSCB BrazilSCB Brazil
Can rent office in BrazilYesYesYes
Tenancy agreement required before incorporation?NoNoNo
Allowed to import raw materials?YesYesNo
Allowed to export goods?YesYesNo
Can the entity hire expatriate staff in Brazil?YesYesNo
Do you visit Brazil for company registration?NoNoNo
Resident director required?NoNoNo
Resident shareholder required?NoNoNo
Minimum number of directors100
Minimum number of shareholders200
Brazil resident company secretaryNoNoNo
Brazil resident legal representativeYesYesYes
Individual shareholders allowedYesYesNo
Corporate shareholders allowedYesNoNo
Corporate director(s) allowedYesNoNo
Public register of shareholders and directorsYesYesYes
Brazil employment visa feesUS$3,950US$3,950US$3,950
How long to get work permit approved4 weeks4 weeks4 weeks
Statutory audit requiredNoYesNo
Annual tax return to be submittedYesYesYes
Access to Brazil double tax treatiesYesYesYes
Estimate of engagement costsUS$23,430US$26,930US$26,930
Draft invoice

Frequently asked questions

Contact us

For additional information on our business setup services in Brazil, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Ms. Chrissi Zamora, directly:
client relationship officer - Chrissi