Set Up a Company in Brazil:
Structured, Cross-Border Legal Advice
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.
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 São 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 & 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.
senior partner is admitted in
clients come from
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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.
Choice of Legal Structure
The two most common structures are the sociedade limitada (limited liability company) and the sociedade anônima (corporation/joint-stock company). The best choice depends on governance needs, investor profile, capital-raising plans, regulatory exposure and intended exit.
Management & 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. The applicable requirements differ between a sociedade limitada and a sociedade anônima, and must be carefully structured from the outset.
Shareholder Structure & 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 (Law 15,270/2025), making upfront structuring considerably more important than before.
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. This decision is inseparable from company formation and requires specialist advice.
Power of Attorney for Foreign Shareholders
Foreign investors typically need a local representation document for registration and ongoing corporate acts. This document must be carefully drafted to balance compliance requirements against governance and control concerns. A critical practical point: any PoA signed abroad must be apostilled (for Hague Convention countries) or legalised at a Brazilian consulate, then translated by a sworn translator (tradutor juramentado) in Brazil. This is frequently the longest step in the process.
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) through the BACEN platform. This step is not optional. Without proper registration of the foreign investment, the company will be unable to legally pay out dividends or repatriate capital to investors abroad in the future. We strongly advise clients to address this before transferring any funds.
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. Finding an accountant who is technically sound, responsive and experienced in dealing with foreign-owned businesses requires care.
Registered Office & Physical Presence
The type of office you can use depends on your business activity. Service companies can generally use a virtual office, and municipal licensing is straightforward. Trading or product companies that sell physical goods typically need a physical warehouse or commercial premises: some State Tax Authorities will refuse to issue a State Tax Registration (Inscrição Estadual) to a virtual address, which blocks the ability to issue invoices for goods entirely.
Location & 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 and registrations.
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 (from 2026) the interaction of the new Brazilian dividend withholding tax with available tax treaty protections.
Beneficial Ownership Disclosure
Brazil now requires structured disclosure of ultimate beneficial owners through the Receita Federal's e-BEF system. Depending on the entity, filing is required within 30 days of CNPJ registration and must be updated annually. Non-compliance can result in CNPJ suspension. Banks will also conduct their own KYC and source-of-funds reviews, which require transparent and well-documented ownership chains.
Company Name, Branding & 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, so early registration is strongly recommended. Both analyses should be completed before incorporation.
Licences, Permits & 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). These issues should be mapped at the structuring stage, not after incorporation.
Banking & Operational Readiness
Corporate bank account opening in Brazil is often the most document-heavy part of the process. Timelines vary significantly depending on the bank, ownership structure, industry, KYC profile and source-of-funds documentation. Banking strategy should be considered early , not left until after incorporation, and planned in conjunction with the BACEN RDE-IED registration to ensure capital can flow in and out correctly.
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: Advogado
- Australia: Solicitor
- New Zealand: Barrister & Solicitor
- New York: Attorney-at-Law
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. Reach out and one of our lawyers will be in touch to discuss your situation.
