Company formation in Brazil and legal services for foreign-owned companies

Brazil offers several vehicles for foreign investors. The right choice depends on liability, governance, tax regime, the number of owners and whether a foreign parent company is involved. We advise on the structure, then execute it.

• Sociedade Limitada (LTDA): the standard limited liability company, flexible and cost-efficient, used by the vast majority of foreign investors.
• Single-member LTDA (SLU): a limited company with a sole owner, individual or corporate, with no minimum capital.
• Sociedade Anônima (S.A.): the corporation form, suited to venture-backed companies, joint ventures and larger groups.
• Subsidiaries of foreign companies: Brazilian entities wholly owned by your parent, with group-compliant articles and reporting.
• Holding companies: vehicles for real estate, equity stakes or agricultural assets.

Deliverables include name clearance, drafting of articles in Portuguese with an English reference version, registration with the Board of Trade, company CNPJ with the Federal Revenue, state and municipal enrolments, the operating permit where applicable, and your e-CNPJ digital certificate.

Brazilian law requires every non-resident partner or shareholder to appoint a representative resident in Brazil with powers to receive service of process and to act before the registries and tax authorities. Companies also need an administrator. Brazilian law now allows a non-resident to be appointed, provided a resident attorney-in-fact is appointed with powers to receive service of process and the appointment, powers and registrations required by the Board of Trade, the tax authorities, the Central Bank and banks are properly completed; in practice, most foreign-owned companies appoint a resident administrator.

• Attorney-in-fact for non-resident partners (individual or corporate)
• Resident administrator of the Brazilian company, with clearly limited powers defined in writing
• Representation before the Board of Trade, Federal Revenue, Central Bank, state and municipal authorities
• Receipt of official notices and service of process, with immediate escalation to you
• Annual mandate, renewable, with a formal hand-over when you appoint your own resident administrator

Every Brazilian company must have a registered address accepted by the Board of Trade, the Federal Revenue and the municipality. For service and holding companies, our address in Novo Hamburgo can serve as your fiscal domicile from day one, avoiding a lease before you have revenue.

• Address accepted for CNPJ, municipal enrolment and the operating permit
• Reception, scanning and forwarding of official mail within one business day
• Handling of tax authority visits and notices by our team
• Meeting room availability for board meetings, bank visits and client meetings
• Straightforward migration to your own premises when you are ready

Before a foreign person or company can own shares in a Brazilian entity, they must be enrolled with the Federal Revenue. Non-resident owners are additionally registered in the Central Bank's non-resident registry so that their investment can later be declared. We complete all three in sequence.

• CPF for each foreign individual partner, director or investor
• CNPJ for the foreign parent company or investment vehicle
• Central Bank non-resident declaratory registration (CDNR)
• Appointment of the resident attorney-in-fact within the tax records
• Ongoing updates when directors, addresses or ownership change

Foreign capital invested in a Brazilian company must be declared in the Central Bank's electronic system for foreign direct investment (SCE-IED). This registration is what allows the company to remit dividends abroad, repatriate capital and repay intercompany loans through the official exchange market. Missing or incorrect registrations are among the most common, and most expensive, mistakes we see in companies formed without legal supervision.

• Initial registration of the investor and the Brazilian company
• Registration of each capital contribution and capital increase
• Registration of intercompany loans and other foreign credits
• Periodic and annual economic-financial declarations
• Coordination with the bank's foreign exchange desk for each remittance

Opening an account for a foreign-owned company is the step where most do-it-yourself projects stall. Banks apply enhanced due diligence to non-resident ownership and expect documents, structure charts and source-of-funds narratives presented in a specific way. We prepare the file, present it and follow it through to activation.

• Selection of the bank or fintech best suited to your activity and volumes
• Compilation and certification of the KYC dossier, including ultimate beneficial owners
• Coordination of remote or in-person identification, as each institution requires
• Foreign exchange set-up for receiving capital and paying suppliers abroad
• Payment gateway, card acquiring and PIX (instant payments) onboarding

Brazil has one of the most demanding compliance calendars in the world: dozens of federal, state and municipal filings, electronic invoicing, digital bookkeeping and labour obligations. Our accounting desk keeps your company current, and our tax lawyers review the choices that move the needle.

• Tax regime election (Lucro Presumido or Lucro Real) and annual review
• Monthly bookkeeping under Brazilian GAAP, with IFRS or group reporting packs on request
• Federal, state and municipal tax calculations and filings
• Electronic invoicing set-up and issuance of tax invoices
• Payroll, employee registration, benefits and labour filings
• Annual financial statements, corporate approvals and Board of Trade filings

Foreign investors who contribute a qualifying amount to a Brazilian company may apply for a residence permit for themselves and their dependants. Because the investment must flow through the Central Bank and into a company we have already structured, we run the immigration process in parallel with the corporate work, avoiding duplicated documents and delays.

• Eligibility assessment and investment structuring
• Investment plan for the Ministry of Labour, including job-creation commitments
• Application, follow-up and issuance of the residence permit
• Permits for spouse and dependants
• Entry, registration with the Federal Police and national ID for foreigners
• Renewal and transition to permanent residence

When a tender deadline, a contract signature or a marketplace onboarding cannot wait for a new incorporation, a ready-made company is the answer. Ours are formed by ABDO Advogados, have never traded, and are delivered with a legal opinion confirming they are free of liabilities.

• Companies with CNPJ, municipal enrolment and digital certificate already in place
• Share transfer, change of name, address, activities and administrator in one filing
• Clean-history warranty backed by the law firm
• Bank account opening and Central Bank registration follow immediately

Formation is the beginning. Operating in Brazil raises questions in contract, employment, consumer, tax, intellectual property and data protection law that a formation agent cannot answer. Our clients have a law firm on call, in English, that already knows their structure.

• Commercial contracts, distribution, agency and franchising agreements
• Employment contracts, executive packages, contractor arrangements and terminations
• Tax planning, transfer pricing and international tax treaties
• Trademark and patent registration with the Brazilian PTO (INPI)
• Data protection compliance under the LGPD, Brazil's privacy law
• Import/export enrolment (RADAR) and customs matters
• Regulatory licences (health, financial, telecoms, energy) and public tenders
• Corporate governance, shareholders' agreements, M&A and exits
• Dispute prevention, mediation, arbitration and litigation