Set up a company in Brazil.
Latin America’s largest economy and the world’s 8th largest. Combined corporate tax sits at ~34% (IRPJ + CSLL). The 2026 tax reform (EC 132/2023, LC 214/2025) is overhauling the entire indirect tax system — CBS replacing PIS/COFINS, IBS replacing ICMS/ISS, transition through 2033 to a unified ~26.5% dual VAT. Grant & Graham’s new São Paulo office opened 2026 to coordinate the LatAm region.
The standard structure for foreign investors is a Sociedade Limitada (Ltda.) under the Brazilian Civil Code, or a Sociedade Anônima (S.A.) under Law 6,404/76 for larger operations and listing candidates. Single-shareholder operations use the Sociedade Limitada Unipessoal (SLU) introduced in 2019. You appoint a Brazilian-resident legal representative, file with the relevant Junta Comercial (state-level Commercial Registry), obtain the CNPJ corporate tax ID from the Receita Federal do Brasil, register the foreign capital with the Banco Central do Brasil (RDE-IED), and complete state, municipal, and social security registrations.
Standard formation takes 8 to 14 weeks end-to-end — Brazil is structurally higher-complexity than most LatAm markets, though the new Empresa Fácil integrated portal has materially compressed timelines since 2024. Combined corporate tax is ~34% (IRPJ 15% + 10% surtax + CSLL 9%). Withholding tax on dividends has been reinstated from 1 January 2026 under Law 15,270/2025 after decades of dividend exemption. The new CBS/IBS dual VAT system enters its pilot phase in 2026, with full transition through 2033.
Grant & Graham coordinates Brazilian formations through our new São Paulo office, opened 2026 as our LatAm regional hub. End-to-end from structure selection through Junta Comercial filing, CNPJ, RDE-IED foreign capital registration, Banco Central compliance, state/municipal/social security enrolment, and ongoing tax and statutory work.
~34% combined CIT. Indirect tax reform live from January 2026.
Brazilian corporate taxation has two distinct stories. The direct tax position is stable: IRPJ 15% + 10% surtax on profits above BRL 240,000 + CSLL 9% (20% for financial institutions) = combined effective ~34%. The reform is happening on the indirect side. Constitutional Amendment 132/2023 and Complementary Law 214/2025 are replacing PIS, COFINS, IPI, ICMS, and ISS with a dual VAT: CBS (federal, ~8.8%) and IBS (state/municipal, ~17.7%), plus a Selective Tax (IS) on harmful goods. Combined reference rate ~26.5%. 2026 is a pilot year (CBS 0.9%, IBS 0.1% for system testing without payment). Full implementation by 2033. Plus — significantly — withholding tax on dividends has been reinstated from 1 January 2026 under Law 15,270/2025.
Other notable items: PIS/COFINS currently 9.25% non-cumulative or 3.65% cumulative (being replaced by CBS). ICMS state VAT 17–20% (being replaced by IBS). ISS municipal services tax 2–5% (being replaced by IBS). IOF financial operations tax. CIDE remittances 10%. PIT progressive 0–27.5%. Pillar 2 QDMTT in force. Manaus Free Zone (Zona Franca de Manaus) retains IPI even after reform — for qualifying manufacturers a major preserved incentive. 35+ double taxation treaties.
Nine reasons businesses choose Brazil.
Latin America’s economic powerhouse: 8th largest global economy, ~215 million consumers, dominant LatAm market position, world-class agribusiness, mining and energy bases, a maturing tech ecosystem, and historic indirect tax reform that meaningfully simplifies a system that was previously one of the most complex on the planet. The São Paulo financial centre is the gateway to the wider region.
Latin America’s largest market
~215 million consumers. The largest single Spanish/Portuguese-speaking market in the world (with Portugal). 8th largest global economy by GDP. Dominant LatAm position for cross-regional operations, regional headquartering, and Spanish/Portuguese product localisation. The default LatAm anchor for any global business.
Tax reform — structural simplification
The 2023–2033 indirect tax reform replaces five fragmented taxes (PIS, COFINS, IPI, ICMS, ISS) with a unified dual VAT (CBS + IBS). When fully implemented, Brazilian indirect tax compliance will be dramatically simpler than the current 20-year nightmare. Companies that invest in transition readiness now will have a meaningful competitive edge by 2027–2028.
Agribusiness powerhouse
Top-3 global producer and exporter of soy, corn, coffee, beef, sugar/ethanol, orange juice, and tobacco. Mato Grosso, Paraná, São Paulo, Rio Grande do Sul agricultural belt. Major commodity trading houses (Cargill, Bunge, ADM, COFCO, Louis Dreyfus) operate at scale. Modern agribusiness (precision agriculture, biotechnology, agtech) is advanced. Embrapa world-class agricultural R&D.
Pre-salt oil & energy
Pre-salt offshore oil reserves — one of the largest hydrocarbon discoveries of the 21st century. Petrobras + Shell, ExxonMobil, BP, TotalEnergies, Equinor, Repsol active operators. Net oil exporter. Plus world-leading hydroelectric capacity (~60% of grid), strong wind (Northeast Brazil), expanding solar, and global biofuels leadership (sugarcane ethanol, biodiesel).
Critical mineral resources
Vale is one of the world’s largest iron ore and nickel producers. Major reserves of niobium (Brazil holds ~95% of global niobium reserves), lithium (Lithium Valley in Minas Gerais), copper, manganese, bauxite, gold. Critical minerals strategy increasingly important for the green transition. Mining is one of the largest contributors to Brazilian exports.
LatAm’s leading tech ecosystem
Home to Nubank (LatAm’s largest fintech — ~100m customers), Stone, PagSeguro, MercadoLibre Brasil, iFood, Movile, dLocal, QuintoAndar, C6 Bank. Strong VC funding base. São Paulo is the largest tech hub in Latin America. Embedded finance, payments, e-commerce, fintech, healthtech particularly strong. Brazil produces engineering talent at scale through USP, UFRJ, ITA, Unicamp.
Manufacturing & aerospace
Largest industrial base in Latin America. Major auto manufacturing presence (VW, Stellantis, GM, Toyota, Hyundai, BYD). Embraer is the world’s third-largest commercial aircraft manufacturer. Strong chemicals, pharmaceuticals, steel (Gerdau, CSN, Usiminas), and electrical equipment industries. Manaus Free Zone retains IPI incentives for manufacturing even after the indirect tax reform.
Mercosur & trade access
Mercosur founding member (with Argentina, Paraguay, Uruguay) — access to a ~270m-person customs union. EU-Mercosur Association Agreement signed December 2024 — once fully ratified, opens preferential access to the world’s second-largest trading bloc. Active negotiations with Singapore, Canada, China, India. Strategic positioning for any global supply chain.
São Paulo financial hub
São Paulo is Latin America’s financial capital. B3 is the region’s largest stock exchange. Major international banks (HSBC, Citi, Santander, BNP Paribas, Standard Chartered, BTG Pactual, Itáu, Bradesco) present at scale. Sophisticated capital markets. Strong VC, private equity, and infrastructure investment ecosystem. The natural regional headquarters for any cross-LatAm operation.
Six legal structures — one usually fits.
For most foreign investors, the Ltda. (Sociedade Limitada) is the practical default — flexible, lower-cost, simpler governance than an S.A. The S.A. is required for larger structures, capital markets access, and ESG-rated operations. The SLU handles single-shareholder operations cleanly. Branches and rep offices have specific narrow use cases.
Sociedade Limitada
The most common structure for foreign-invested operating companies. Minimum 2 quotaholders (or 1 under SLU). No minimum capital requirement. Quotas not freely transferable to third parties without consent. Simpler governance than an S.A. Suited to most commercial, services, manufacturing, and trading operations. Filed at state Junta Comercial.
Sociedade Anônima
Required for businesses raising capital through share issuance, public/private listing on B3, or sophisticated governance structures. Minimum 2 shareholders, mandatory Board of Directors above thresholds, statutory auditor in many cases. Strict disclosure requirements. Used for larger operations, JVs, regulated activities, and pre-IPO entities.
Sociedade Limitada Unipessoal
Introduced 2019 (replacing the deprecated EIRELI structure). Single-shareholder Ltda variant with all the operational advantages of a regular Ltda. The vehicle of choice for single-investor foreign subsidiaries, holding companies, and founder vehicles. No minimum capital. Lower complexity than a full Ltda with multiple quotaholders.
Simples Nacional Entity
Simplified regime entities (MEI individual micro-entrepreneur, ME microempresa, EPP empresa de pequeno porte) accessing the Simples Nacional unified tax regime. Annual gross revenue caps: MEI BRL 81k, ME BRL 360k, EPP BRL 4.8m. Simplified compliance. Rarely used by foreign investors but relevant for joint ventures with local SME partners.
Branch Office
Branch of a foreign company conducting business in Brazil. Requires Presidential Decree authorisation under the Civil Code — an unusual, slow and politically sensitive process. Very rarely used in practice. For foreign investors, an Ltda. or SLU subsidiary is almost always preferable. Branch authorisation typically reserved for specific sectoral requirements.
Representative Office
Foreign company representation only. Limited to liaison, market research, and promotional activities. Cannot generate revenue or sign binding commercial contracts. Lower setup cost. Used by groups exploring the Brazilian market before committing to a full subsidiary. Less common in Brazil than in many other markets — most groups proceed directly to an Ltda.
Manaus Free Zone Entity
Ltda. or S.A. registered in the Manaus Free Zone (SUFRAMA). Substantial IPI, ICMS, federal tax incentives for qualifying manufacturing operations. Particularly relevant for electronics, motorcycles, two-wheelers, certain consumer goods. The Manaus regime is preserved even after the indirect tax reform — one of the few sector incentives the reform retains.
Talk to us first
Ltda. for most operating companies (or SLU for single-shareholder). S.A. for larger structures, regulated sectors, or pre-IPO. Simples Nacional for small businesses. Manaus FZ for qualifying manufacturers. Branch only where Presidential authorisation is strategically necessary — almost never the right answer.
Book a call →From decision to live entity.
The end-to-end registration sequence for a Brazilian Ltda. in São Paulo, coordinated from our local office and senior counsel. Standard timeline 8 to 14 weeks. Brazil is structurally higher-complexity than most LatAm markets, though the new Empresa Fácil integrated portal and the 2024–2026 digital reforms have materially compressed timelines.
Structure & location
Ltda., S.A., SLU, branch, Manaus FZ. Operating city — São Paulo (financial centre, largest market, G&G office), Rio de Janeiro (services, energy, government-facing), Brasília (federal contracts), Curitiba (auto/industrial), Belo Horizonte (mining/critical minerals), Porto Alegre (agribusiness gateway), Manaus (manufacturing under FZ regime). Sector check against the Brazilian Foreign Capital Negative List.
Brazilian-resident legal representative
Brazilian law requires every foreign shareholder to appoint a Brazilian-resident legal representative (procurador) with broad powers, formalised through a notarised and apostilled Power of Attorney. Grant & Graham arranges this through senior São Paulo counsel where the foreign client has no local representative. CPF (individual tax ID) for foreign shareholders required upfront.
Articles drafting (Contrato Social)
Draft the Contrato Social (for Ltda.) or Estatuto Social (for S.A.) in Portuguese. Define corporate purpose, share/quota structure, management, registered office, fiscal year, governance, dividend policy. Foreign shareholder/director documents must be apostilled in country of origin and sworn-translated by a Tradutor Público Juramentado (sworn public translator).
Junta Comercial registration
File the incorporation package with the Junta Comercial of the state where the company will be domiciled (JUCESP in São Paulo, JUCERJA in Rio de Janeiro, JUCEMG in Minas Gerais etc.). Filing through the Empresa Fácil integrated portal where available. Certificate of Registration (NIRE) typically issued in 2–4 weeks for an Ltda; longer for S.A.
Empresa Fácil →CNPJ (federal tax ID)
Obtain the Cadastro Nacional da Pessoa Jurídica (CNPJ) from the Receita Federal do Brasil. Federal corporate tax ID required for virtually all business operations. Typically issued automatically through the Empresa Fácil integration once Junta Comercial registration is complete. CPF for non-resident shareholders/directors required prior to or in parallel with CNPJ.
Receita Federal →Banco Central RDE-IED registration
Register foreign capital inflow with the Banco Central do Brasil through the RDE-IED system (Registro Declaratório Eletrônico — Investimento Estrangeiro Direto). Mandatory for all foreign direct investment, regardless of size. Required before dividend remittance, capital return, or sale of the foreign-held interest. Critical for FX repatriation planning.
Banco Central →State & municipal registrations
State tax registration (Inscrição Estadual) for ICMS (until full replacement by IBS in 2033). Municipal tax registration (Inscrição Municipal) for ISS (until full replacement by IBS). Municipal operating licence (Alvará de Funcionamento). Fire department licence (AVCB) where applicable. New CBS/IBS taxpayer registrations rolling out 2026–2027 under the transition.
Bank account opening
Open the company’s corporate bank account at a Brazilian bank (Itáu, Bradesco, Banco do Brasil, Santander, Caïxa, BTG Pactual, BNP Paribas Brasil). KYC including beneficial ownership disclosure, foreign shareholder documents (apostilled and sworn-translated), Contrato Social, CNPJ. BRL operating account; USD/EUR accounts available subject to specific requirements. FX flows via Banco Central authorised dealers.
Social security & labour (INSS, FGTS, eSocial)
Register with INSS (social security) for employer contributions. Register for FGTS (employee severance fund). eSocial digital labour reporting system. Employer social charges total ~28–30% of gross salary (Brazil’s labour costs are among the highest in LatAm). Strict compliance with Consolidated Labour Laws (CLT). Trade union and collective bargaining provisions to navigate.
Ongoing tax, statutory & reform-transition compliance
Monthly federal returns (DCTF, EFD-Contribuções, soon CBS). Monthly state returns (SPED-Fiscal/ICMS, soon IBS). Municipal monthly ISS returns (soon IBS). Annual ECD/ECF (digital accounting/tax bookkeeping). E-invoicing mandatory through NF-e/NFS-e (schemas updated 2026 for CBS/IBS fields with soft-landing penalty waivers). Transfer pricing for cross-border related-party transactions. Pillar 2 QDMTT for in-scope multinationals.
São Paulo — our LatAm regional hub.
São Paulo is Latin America’s financial capital and the natural anchor for any cross-regional operation. We opened our São Paulo office in 2026 to provide on-the-ground senior coverage across Brazil and the wider Latin American market — including Argentina, Chile, Mexico, Colombia and Peru where we coordinate through trusted local counsel.
Our newest Grant & Graham office, established 2026 to anchor our Latin American coverage. Senior practitioners on the ground in São Paulo — LatAm’s financial centre, the largest tech ecosystem in the region, and the natural regional headquarters for international groups operating across Brazil and beyond.
From São Paulo we coordinate Brazilian Ltda, S.A. and SLU formations, support the 2026–2033 tax reform transition, lead interim management mandates, run M&A advisory, and provide consultancy across the wider LatAm region.
LatAm coverage · Argentina, Chile, Mexico, Colombia, Peru, Uruguay
What we deliver on the ground
What it costs to incorporate & run.
All figures are indicative for a standard Ltda. in São Paulo with one foreign corporate shareholder. Brazil is higher-complexity than most LatAm markets due to multi-level tax registrations, the resident representative requirement, sworn translation costs, and (in 2026) the additional compliance overhead from the CBS/IBS reform transition. S.A. structures cost more; Manaus FZ requires sector-specific application work.
One-time setup
SLU comparable to Ltda. S.A. setup typically €7,500–13,000 (higher statutory governance, mandatory bodies). Manaus FZ qualifying entity adds €3,000–6,000 for SUFRAMA registration and sectoral approvals. Tax reform transition assessment (recommended for any FY 2026 setup): from €3,500.
Ongoing monthly / annual
External audit mandatory for S.A.s, financial institutions, listed companies, and large Ltdas above specific size thresholds. Transfer pricing documentation mandatory for cross-border related-party transactions above thresholds. Beneficial ownership disclosure under Brazilian AML rules.
Get an estimate in 30 seconds.
Three quick questions. We will give you a realistic cost range and timeline for your situation, and route the answers straight into a fixed-price quote request from our São Paulo office.
Which company structure are you considering?
How is the shareholding structured?
What do you need from us?
The legal framework to know.
A summary of the core legislation governing companies in Brazil. Substantive work delivered through Grant & Graham’s São Paulo office and senior Brazilian legal, tax and accounting counsel.
Corporate Law
- Civil Code (Ltda governance) Lei 10,406/2002
- Law on Sociedades Anônimas Lei 6,404/76
- SLU framework Lei 13,874/2019
- Empresa Fácil & Lei da Liberdade Econômica
Tax Law
- IRPJ & CSLL (IR/Lucro Real legislation)
- Tax Reform EC 132/2023 + LC 214/2025
- Dividend WHT reinstatement Lei 15,270/2025
- Pillar 2 / QDMTT (Additional CSLL)
Labour Law
- Consolidated Labour Laws (CLT) Decreto-Lei 5,452/1943
- Labour Reform Lei 13,467/2017
- eSocial digital labour reporting
- Trade union and collective bargaining framework
Data Protection (LGPD)
- Lei Geral de Proteção de Dados Lei 13,709/2018
- ANPD (Autoridade Nacional de Proteção de Dados)
- GDPR-aligned framework
Foreign Capital & FX
- Foreign Capital Law Lei 4,131/1962
- Banco Central RDE-IED system
- New FX Law Lei 14,286/2021
- Mercosur trade framework
Intellectual Property
- Industrial Property Law Lei 9,279/1996
- Copyright Law Lei 9,610/1998
- Software Law Lei 9,609/1998
- INPI (Instituto Nacional da Propriedade Industrial)
Brazil, answered.
Four steps from enquiry to live entity.
Discovery call
30-minute conversation to understand your business, sector, city preference, Ltda vs S.A. vs SLU, Manaus FZ eligibility, foreign capital structure, and tax reform readiness. Honest assessment of fit.
Recommendation
Senior advisory on the right structure, city, registered capital, resident representative arrangements, banking partner, CBS/IBS transition implications. Fixed quote in EUR or USD.
End-to-end formation
Junta Comercial, CNPJ, RDE-IED Banco Central, state/municipal registrations, INSS/FGTS, banking, sector licensing. São Paulo-coordinated, executed through senior local counsel.
Ongoing support
Retained accounting, monthly federal/state/municipal returns, payroll/INSS/FGTS/eSocial, CBS/IBS transition compliance, annual ECD/ECF, statutory audit if applicable, transfer pricing, Pillar 2 QDMTT.
Ready to incorporate in Brazil?
Tell us in 25 minutes what you need. We will tell you honestly whether Brazil is the right fit, which structure makes sense (Ltda, S.A., SLU, Manaus FZ), how the 2026–2033 tax reform transition affects your situation, and which city — then handle the setup end-to-end through our São Paulo office and senior Brazilian counsel.