Starting a Business

Find out about the various business structures in Brazil and how to get a venture started...

Both foreign individuals and companies may set up a business in Brazil. The general rule is that such businesses may encompass any legal business objective. However, foreigners may find some restrictions in certain business areas (for example, publishing), or if the company's business activities will be carried out in certain geographical areas considered to involve national security (for example, borders with other countries or coastline properties).

Some factors to be aware of:

  • Incorporating a company in Brazil will take at least 30 days
  • By law, the services of a Brazilian lawyer are required to incorporate a Brazilian company
  • Incorporating a Brazilian company and being named its Director or Administrator are two separate things. To be able to be appointed as a Director or Administrator, a foreigner must obtain a permanent resident visa for Brazil

Visas

A foreigner does not need a Brazilian visa in order to be a shareholder in a Brazilian company. If they intend to appoint a Brazilian resident to be the company's manager and only come to Brazil from time-to-time to oversee the investment, they can do so on a tourist or limited business visa. However, if foreigner intends to move to Brazil in order to personally manage the company, a permanent visa is required. To get the permanent visa, a foreigner needs to prove that they have invested at least R$150,000 in the Brazilian company.

Types of Companies

There are two basic types of limited liability company in Brazil:

  1. Sociedade Limitada (LTDA): This is the most common form of company in Brazil. It is also the simplest, most flexible and inexpensive type of company to operate. It is governed by a Contrato Social (Articles of Association) and its capital is divided into quotas (shares). There are no minimum capital requirements and the company is managed by one or more Administrators, resident in Brazil and appointed by the quotaholders. To be ensured total control of the company, a quotaholder must own at least 75 percent of its quotas.
  2. Sociedade Anônima (SA): This form of company is not as flexible as a Limitada, is considerably more expensive to operate, and is more transparent, since all corporate acts and its annual financial statements must be published in newspapers. It is governed by Estatutos (By-laws) and its capital is divided into one or more classes of shares. An SA is managed by a Management Board and a Fiscal Council, each composed of two or more Brazilian residents. If an SA is listed on the stock exchange or has authorized capital, it must also have a Board of Directors, made up of shareholders.

Tax treatment of Limitadas and SAs in Brazil is identical.

Related Information

Information prepared by Eric Street, Pantaleão Advogados Rua do Rócio, 423, 5th floor, 04552-000 São Paulo, Brazil Tel: (11) 5093 4273 (direct line) / (11) 3045 8803 (main switchboard) e-mail / Website