Company Incorporation in Brazil
Constitution of a Brazilian company — a viability check (consulta de viabilidade) for the name and address, a DBE (Documento Básico de Entrada) to request the CNPJ, then filing (arquivamento) of the contrato social with the Junta Comercial of the state of the seat, at which point the company acquires legal personality; in integrated states the CNPJ is generated automatically on registration. Municipal (inscrição municipal, ISS) and, where goods are traded, state (inscrição estadual, ICMS) registrations plus any alvará follow. The Sociedade Limitada (Ltda) is the default vehicle and needs at least two quotaholders with no statutory minimum capital; a single owner uses the SLU (which replaced the extinguished EIRELI and also has no minimum capital); an S.A. is used for capital-market access. The administrador must be a natural person resident in Brazil. A foreign quotaholder needs a Brazilian CPF (a foreign corporate quotaholder a CNPJ enrolment) and, if resident abroad, a resident procurador empowered to receive service of process; foreign documents need apostille or consularisation plus a sworn translation into Portuguese. A branch of a foreign company requires prior authorisation of the federal Executive and is rarely used.
10–30 business days
BRL
Compare the structures
Every column is a vehicle you can actually incorporate here, and each is bought on its own terms. Every fact carries where it was read: on the authority’s own page, or — marked Indicative — on a filing platform or publication we name and link. Anything we could not read anywhere is marked Pending verification and confirmed with the authority before you pay.
| Sociedade Limitada (Ltda)The default vehicle for almost all businesses, including foreign-owned subsidiaries — two or more quotaholders, liability limited to capital contributed, no statutory minimum capital | Sociedade Limitada Unipessoal (SLU)A single owner (natural or legal person, including a foreign parent) wanting limited liability without a second partner — introduced by Lei 13.874/2019, no minimum capital, replaced the EIRELI | Sociedade Anônima (S.A.)Larger enterprises, capital-market access and institutional or VC rounds — at least two shareholders, a diretoria, mandatory independent audit when publicly held (Lei 6.404/1976) | Empresário Individual (EI)A single natural person trading in their own name who accepts unlimited personal liability — registered at the Junta Comercial, no separate legal person | Microempreendedor Individual (MEI)Very small solo businesses under the R$81,000/year gross-revenue ceiling — registered free on the Portal do Empreendedor, not a Junta Comercial filing; not available to a foreign founder resident abroad | Filial de sociedade estrangeira (branch)A foreign company that must operate directly in Brazil without a Brazilian subsidiary — rare: it needs prior authorisation of the federal Executive (Civil Code arts. 1.134–1.141) and the parent stays liable | |
|---|---|---|---|---|---|---|
| Minimum owners | 2 | 1 | 2 | 1 | 1 | 1 |
| Maximum owners | Pending verification | 1 | Pending verification | 1 | 1 | Pending verification |
| Minimum directors | 1 | 1 | 2 | Pending verification | Pending verification | 1 |
| Liability | limited | limited | limited | unlimited | unlimited | unlimited |
| Foreign ownership | Yes | Yes | Yes | Pending verification | Pending verification | Yes |
| Tax treatment | Taxed at entity level as a legal person. If not on Simples Nacional, it pays IRPJ 15% + 10% surtax on annual profit over… | Same as the Ltda: taxed as a legal person under Lucro Real / Lucro Presumido / Simples Nacional; IRPJ 15% + 10% surtax +… | Taxed as a legal person: IRPJ 15% + 10% surtax + CSLL 9% under Lucro Real or (if eligible) Lucro Presumido. Generally no… | The individual registers a business (firma) but there is no separate limited-liability legal person; taxed as a business… | Special simplified regime: pays a small fixed monthly amount (DAS-MEI, covering INSS + ICMS/ISS) instead of the ordinary… | The branch is a permanent establishment taxed in Brazil on income attributable to it (IRPJ + CSLL). The foreign head off… |
| Audit required | No | No | Yes | No | No | Pending verification |
| Audit threshold | Independent audit is generally required only for large companies (sociedade de grande porte: total assets over R$240m OR… | Same large-company test as the Ltda (Lei 11.638/2007). | A publicly-held S.A. (companhia aberta) must have financial statements audited by an independent auditor registered with… | Pending verification | Pending verification | Pending verification |
| Annual compliance | High | High | High | Medium | Low | High |
| Typical use | The standard foreign-investment vehicle: a Brazilian operating subsidiary or JV held by one or more (often foreign) quot… | Solo entrepreneur or a wholly-owned Brazilian subsidiary of a single foreign parent, with liability limited to capital. | Companies raising equity, doing an IPO, or structured for institutional investors; regulated financial entities. | Local sole trader or professional who exceeds the MEI ceiling but does not want a company. | Individual micro-business (one owner, at most one employee) below the R$81k/year ceiling; registered via the Portal do E… | A foreign company that specifically needs a direct branch presence; in practice most foreign investors instead incorpora… |
What we will need from you
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Contrato social (articles of association) signed by all quotaholders
At least two quotaholders for a Ltda; exactly one for an SLU. instead needs an estatuto social, a subscription list / founders' minutes and election of officers — those formalities were not verified in detail and are read from Lei 6.404/1976 at quote.
Identity document and CPF for each quotaholder and each administrador
A foreign individual quotaholder must first obtain a Brazilian CPF; a foreign body-corporate quotaholder must obtain a CNPJ enrolment. Confirmed via IN DREI n.º 81/2020 and Junta Comercial (JUCESC) guidance — the primary IN PDF was not parsed line by line, so the per-state checklist is confirmed at quote.
Resident administrador — a natural person resident in Brazil, with CPF
A foreign administrator resident abroad is not permitted; foreign quotaholders appoint a resident administrador.
For a quotaholder or administrator resident abroad: a procuração appointing a procurador domiciled in Brazil
The power of attorney must carry powers to receive service of judicial process and to represent the partner's interest. The POA and any foreign corporate acts must be apostilled (Brazil is party to the Hague Apostille Convention) or consularised and accompanied by a sworn translation (tradução juramentada) into Portuguese by a public translator registered with a Junta Comercial.
Viability approval (consulta de viabilidade) for the name and address, and the DBE for the CNPJ
Cost breakdown
Our fee and the government’s are always separate lines. Government fees are passed through at exactly what the authority charges — we add nothing to them.
| Junta Comercial registration fee (preço público / taxa de arquivamento of the contrato social)NOT a single national figure. Each state's Junta Comercial sets its own registration price, so the amount depends on the state of incorporation. The DREI portal confirms a 'preço público cobrado para o registro' with a downloadable per-state table but publishes no national number. Read the relevant Junta Comercial's fee table (e.g. filing (estatuto social, subscription list, minutes) is typically costlier than a Ltda, and a publicly-held S.A. also incurs CVM registration. | Confirmed before payment |
| CNPJ enrolment with the Receita Federal (federal taxpayer registration)The CNPJ enrolment via the DBE on the Receita Federal / Redesim portal carries no separate federal fee, and in integrated states the CNPJ is generated automatically once the Junta Comercial registers the company. | No statutory feeIndicative — from gov.br, not confirmed on a government portal. We confirm the exact amount before you pay. |
| Municipal and state registrations (inscrição municipal for ISS; inscrição estadual for ICMS where the activity trades goods)only if it appliesSet per municipality and state; some charge a small alvará / licence fee, others none. Depends on the city of the seat and on whether the activity supplies services or goods — read the relevant prefeitura and Sefaz rules. No national figure exists. | Confirmed before payment |
| Branch of a foreign company — federal authorisation and registrationonly if it appliesA branch needs prior authorisation of the federal Executive (Civil Code arts. 1.134–1.141) and then Junta Comercial registration at the state fee. Read IN DREI n.º 81/2020 (Manual de autorizações) for the fee and procedure. | Confirmed before payment |
| MEI formalisation on the Portal do EmpreendedorMEI formalisation via the Portal do Empreendedor (gov.br/empresas-e-negocios/pt-br/empreendedor) is free; the MEI then pays a small fixed monthly DAS-MEI, whose current amount (a function of the minimum wage plus fixed ICMS/ISS) must be confirmed on the official portal. MEI is not available to a founder resident abroad. | No statutory feeIndicative — from gov.br, not confirmed on a government portal. We confirm the exact amount before you pay. |
| Comriq professional fee | Fixed fee within 1 business day |
These are the authority’s published lines. Which of them apply depends on your filing — a schedule by headcount, capital or entity type is one line, not all of them — and the applicable line is confirmed before payment, at cost.
How it runs
You will see these exact stages update in your client portal as we progress.
Viability Check
Verify via Redesim that the business name is available and the activity is permitted at the chosen address (municipality plus Junta Comercial).
Basic Entry Document (DBE)
Complete the DBE / Coletor Nacional on the Receita Federal portal to request the CNPJ; foreign partners obtain their CPF (or CNPJ enrolment) and grant the procuração to a resident procurador.
Contrato Social Registered
File and pay the state-specific Junta Comercial registration fee; the company acquires legal personality on registration.
CNPJ Issued
In integrated states the CNPJ is generated automatically on Junta registration; otherwise it is requested separately at the Receita Federal.
Municipal / State Registration & Licences
Obtain the inscrição municipal (ISS) and, if trading goods, the inscrição estadual (ICMS), plus any operating licence (alvará).
Indicative guidance — confirmed before payment
Requirements and statutory fees are set by Junta Comercial of the state of the company's seat (national rules set by DREI) + Receita Federal (CNPJ), integrated via Redesim and change without notice. This page is general information, not legal or tax advice. Your engagement letter and quote are the binding documents.