Brazil Limited Company Incorporation

Brazil Limited Company Incorporation

How to incorporate a Limited Company/ Sociedad Limitada (SL) in Brazil

Through our services we ensure that incorporating a Brazilian company is an easy process for our clients, we organise everything and can assist with the administration of your company once it is formed. The incorporation process takes four weeks to complete in Brazil.

In Brazil, company names are registered at state level rather than for the entire country, after you have submitted the preferred name of your Limited Company to us, we will check its availability in advance of registration. Once the name is established we present the Memorandum and Articles of Association of the company to the Registrar, a Certificate of Incorporation will be issued and your new company is incorporated.

What you need to incorporate a Limited Company/ SL in Brazil

To begin incorporation of your Brazilian SL we will require the following:

  • Your company name
  • The full name, date of birth, address and nationality of all directors
  • The full name and address of all shareholders
  • The objects of the company, specifying the principal activity
  • The amount of capital and the number of shares subscribed to each member
  • All the documents signed abroad must be notarised by the Brazilian Consulate

Documents you are required to provide:

  • Proofs of identity (passport, national identity card, photographic driving licence).
  • Proofs of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)

Registered Agent and Registered Office

  • A Brazilian SL must have a registered agent and a registered office.
  • The registered agent is responsible for the administration or management of the Sociedade Limitada in Brazil; he must be a resident individual but can either be a Brazilian citizen or a foreigner with a permanent visa and a work permit. We can provide a registered agent for you as part of our Corporate Administration Package.
  • The registered office is where documents may be legally served on the company and where all financial and fiscal documents, registers and company papers must be kept. The registered office must be a physical address in Brazil – this is included in our Standard Company Formation Package.

Share Capital

  • There are no minimum share capital requirements, except in specific situations.
  • Only two shareholders are required and these can be of any nationality. Shareholders may be either individuals or corporate bodies, nominees are allowed and we can provide a nominee shareholder service for your company.

Important Information about Incorporating a Limited Company/ SL in Brazil

  • An SL in Brazil must have at least two partners and there are no restrictions on nationality or residency.
  • Foreign partners of the business need to be enrolled with the Federal Revenue Office.
  • Brazilian law taxes companies on the company size, not the company type; revenue is the sole determining factor in calculating the tax your company needs to pay.

After incorporation

What you receive after setting up your new business

  1. Original Certificate of Incorporation
  2. Original share certificates
  3. Original government receipt as evidence of payment of annual company registration and license fees
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