Effortlessly incorporate and manage your company in Brazil with Vepapu—offering all-in-one services from registration to compliance, banking, and visa support.
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Unlock Growth Opportunities in an Emerging Market
Reduced operational costs, including labour, rent, & overheads.
Simplified compliance requirements and regulatory processes.
A large and young population provides a dynamic workforce.
Allows for foreign shareholding up to 100% in the company.
Everything You Need for Seamless Company Formation
Experience seamless company formation from anywhere with Vepapu. Our digital incorporation services ensure you can register your company online without the need to travel or submit paperwork in person.
We guide you through each step of the process, ensuring compliance with local regulations and providing support for any incorporation-related queries.
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Meet the local requirements online with Vepapu. Having a local registered office address is mandatory for your company's registration and we will help you meet this requirement. We will receive, scan, and email you if any mail is received from the authorities at your address.
You can also build a physical presence in the country by opting for our nominee director services, who will act as your company's director while you retain total control over your company.
You can capitalise on our strong banking relationships with traditional banks as well as digital-first banking providers.
You would need to physically visit the bank's location if you opt for a traditional brick-and-mortar bank, while modern digital banking providers welcome you with an online onboarding process.
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Mandatory documents and information required for your company formation
A certified true copy (scanned version) of the passport (valid for at least 6 months)
A comprehensive Curriculum Vitae (C.V.), Resumé, or Linkedin profile.
One of the scanned copies of a bank reference, bank statement, Utility bill, or Driver license.
It should clearly show the holder's full name along with a physical address written in English (P.O. Box addresses are not accepted).
It must be the most recent version and dated within the last 3 months.
Please provide us with certified true copy (scanned version) of the following company documents:
Certificate of Incorporation
Memorandum and Articles of Association / Constitution
Register of Director
Register of Shareholder / UBO
Extract of the company’s details from the Registrar of Companies, which can include any of the following: Business Profile / Certificate of Incumbency / Certificate of Good standing (valid for within 6 months if any).
All members of the corporation, including Directors, Shareholders, Ultimate Beneficial Owners (UBOs), and Contact persons, must provide identity and address proofs as mentioned above.
From Paperwork to Approval: Making Company Formation Fast and Straightforward
Click here and fill out the short form to let us know your requirements.
Afterwards, our team will get in touch with you to guide you through the process.
Begin the company incorporation process by sharing the requested documents, as listed here. This enables us to begin the mandatory KYC and due diligence procedures to comply with local and international laws.
During the process of due diligence, our team might request additional information, documents, or clarification as needed.
If you ever feel lost while organising the documents, please contact us, as your dedicated manager from Vepapu will guide you through it.
Our team will now have the required information and documentation in hand to proceed with completing the required paperwork involved in incorporating your company.
We will complete one or multiple application forms as required and coordinate with the registry to submit them for their official approval.
We will do timely follow-ups with the registry and actively work with them if they require any further clarification or documentation before their approval.
If there are any other registrations with different government departments that are generally required before commencement of any business, required for your specific business industry, or that you have chosen voluntarily, we will promptly complete them.
As Vepapu strongly believes that company incorporation is just the first step in any business journey, we will accompany you throughout your business's life cycle by keeping it in good standing with local rules and regulations.
We will take care of monthly, quarterly, bi-annual, or annual reports and return filings with the authorities. We will timely inform you of the upcoming compliance deadlines, such as conducting an annual general meeting, for your prompt action.
Get in touch and ask us anything. We'd love to help.
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The Limited Liability Company, or Sociedade Limitada (Ltda.), is the most common business structure in Brazil. It is favored by both local and foreign entrepreneurs due to its simplicity and the protection it offers to shareholders, limiting their liability to the amount of capital invested. A Ltda. requires at least two partners (individuals or entities), and there is no minimum share capital requirement. The management can be done by one or more administrators, who must reside in Brazil.
A Corporation, known as Sociedade Anônima (S.A.) in Brazil, is a more complex structure typically used by larger businesses. The shareholders' liability is limited to the value of their shares, and shares can be freely transferred, making it a preferred structure for companies seeking to raise capital through the stock market. An S.A. requires at least two shareholders and a board of directors. The company must adhere to more rigorous reporting and compliance standards, especially if it is publicly traded.
The Sole Proprietorship, or Empresa Individual (EI), is a business structure where a single individual owns and operates the company. The owner has unlimited liability, meaning personal assets can be used to cover business debts. This structure is straightforward and involves less bureaucracy, making it a popular choice for small businesses and entrepreneurs.
The Individual Microentrepreneur, or Microempreendedor Individual (MEI), is a simplified business structure designed to formalize small business activities in Brazil. It is intended for entrepreneurs with low revenue, and the MEI benefits from reduced tax obligations and simplified registration processes. The annual revenue limit is R$81,000, and the entrepreneur cannot have more than one employee.
A Simple Partnership, or Sociedade Simples (SS), is a type of partnership primarily used by professionals such as doctors, lawyers, and accountants who want to share the profits and responsibilities of their practice. The partners have unlimited liability for the business's obligations, though liability can be limited if the partnership is structured as a Ltda. This entity is governed by the Brazilian Civil Code.
A Branch Office, or Sucursal, is an extension of a foreign company that operates in Brazil. Unlike a subsidiary, a branch is not a separate legal entity but rather an extension of the parent company. To establish a branch office in Brazil, the foreign company must obtain approval from the Brazilian government, which involves a more complex and lengthy process compared to other business structures.
A Joint Venture, or Acordo de Joint Venture, in Brazil is not a distinct legal entity but rather a contractual arrangement between two or more parties to undertake a specific business project or venture. It can take the form of either a partnership or a corporation, depending on the needs and agreement between the parties.
Yes, foreigners can incorporate a company in Brazil, and the most common structure for foreign-owned businesses is the Limited Liability Company (Sociedade Limitada, Ltda.). Brazilian laws allow 100% foreign ownership of an LLC, meaning that foreigners can fully own and control the company without requiring a local partner. Foreign shareholders can be either individuals or legal entities, and there are no nationality restrictions.
To encourage foreign investment, Brazil has implemented several reforms and acts that facilitate the incorporation process and protect foreign investors. The country’s legal framework, particularly under the Brazilian Civil Code, provides clear guidelines on the rights and obligations of foreign shareholders in a Ltda. Furthermore, Brazil has signed numerous bilateral investment treaties that offer protection against expropriation and unfair treatment, ensuring a stable environment for foreign investments. Brazil's government has also streamlined the incorporation process and reduced bureaucratic hurdles in recent years.
In a Brazilian Ltda., the company must appoint at least one director, who is referred to as the "administrator." The administrator must be an individual (corporate directors are not permitted) and must be a resident of Brazil, holding a Brazilian ID (CPF) and a local tax identification number. There is no requirement for the director to be a shareholder, and there can be multiple administrators if desired.
A Brazilian Ltda. requires a minimum of two shareholders, who can be either individuals or legal entities. There is no restriction on the nationality of shareholders, meaning foreign individuals or companies can fully own a Ltda. in Brazil. However, foreign shareholders who are individuals must obtain a Brazilian tax ID (CPF) and may need to appoint a legal representative in Brazil. If the shareholder is a foreign company, it must be registered with the Brazilian government and appoint a legal representative who is a resident in Brazil to act on its behalf.
There is no legal minimum share capital requirement for a Ltda. in Brazil, but the amount should be sufficient to support the company's intended business activities. The share capital must be fully subscribed and paid up, though there is no obligation to deposit the capital into a Brazilian bank account immediately.
A Brazilian Ltda. must have a registered office address in Brazil, which serves as the company's official location for legal and tax purposes. The office can be a physical office, a commercial space, or even a virtual office, depending on the nature of the business. The address must be a valid, local Brazilian address, and it will be where official communications and inspections can take place.
To incorporate a company in Brazil, you need to prepare and submit various documents. These documents are essential to comply with Brazilian regulations and ensure your business operates legally. The documents will be used in KYC due diligence procedures, application preparation, and document submission to the authorities.
Start by selecting a unique name for your company and reserve it with the State Commercial Registry (Junta Comercial). The name must be distinct from existing companies and comply with Brazilian naming regulations. This step ensures that your chosen name is protected and available for official use.
Prepare the company’s Articles of Association (Contrato Social), which is a foundational document detailing the company’s structure, management, and shareholding arrangements. The document must be signed by all shareholders and notarized by a public notary in Brazil. This legal agreement defines the roles, responsibilities, and ownership stakes of all parties involved.
Apply for the company’s tax identification number, known as CNPJ, through the Federal Revenue Service (Receita Federal). The CNPJ is essential for conducting any business activities, including opening bank accounts and registering with other authorities. This identification number officially registers your company with the federal tax system.
Submit the notarized Articles of Association along with other required documents to the State Commercial Registry for approval. This registration process formally establishes the company as a legal entity in Brazil. Once approved, the company is legally recognized and can operate within the country.
As a foreign founder, you must appoint a legal representative in Brazil who is a resident and can handle legal and administrative matters on behalf of the company. This representative is crucial for ensuring compliance with Brazilian laws and regulations. The legal representative acts as the primary point of contact for any official business or legal issues.
After incorporation, you need to register the company with the relevant state and municipal tax authorities, as well as social security institutions. These registrations are necessary for the company to operate legally, pay taxes, and hire employees. Each region may have specific requirements, depending on the location of your business.
Every Ltda. in Brazil must prepare and file annual financial statements, including a balance sheet, profit and loss statement, and accompanying notes. These documents must be approved by the shareholders and submitted to the State Commercial Registry. Depending on the company’s size, these financial statements may also need to be audited by an independent auditor.
Brazilian companies are required to file various tax returns on a regular basis, including federal, state, and municipal taxes. The main taxes include Corporate Income Tax (IRPJ), Social Contribution on Net Profit (CSLL), and the federal VAT (PIS/COFINS). Monthly or quarterly tax payments may be required depending on the company’s revenue, and accurate bookkeeping is essential to comply with these obligations.
If the company has employees, it must comply with Brazil’s labor laws, which include registering employees with the social security system (INSS), maintaining proper payroll records, and ensuring timely payment of salaries and benefits. Companies must also contribute to the FGTS (Guarantee Fund for Time of Service) and withhold employee income taxes.
A Ltda. must hold an Annual General Meeting (AGM) within four months after the end of the fiscal year. During this meeting, the shareholders approve the financial statements, discuss the company’s performance, and make decisions regarding profit distribution. Minutes of the AGM must be recorded and filed with the State Commercial Registry.
The company must maintain accurate and up-to-date corporate records, including minutes of meetings, shareholder resolutions, and other important documents. These records are crucial for legal compliance and must be kept at the company’s registered office in Brazil. The records must be available for inspection by shareholders and regulatory authorities as required.
Depending on the nature of the business, the company may need to obtain and renew specific licenses and permits. Compliance with environmental, health, safety, and other sector-specific regulations is essential. Non-compliance can result in fines, penalties, or even the suspension of business operations.
Brazil does not have a single, unified VAT system like many other countries. Instead, it has a combination of taxes that function similarly to VAT, imposed at different levels of government:
This is a state-level tax applied to the circulation of goods, transportation, communication services, and electricity. The ICMS rate varies by state, ranging from 7% to 25%, and is one of the most significant taxes for businesses in Brazil. Companies must register with the state tax authority and comply with ICMS reporting and payment requirements.
These are federal taxes levied on a company’s gross revenue. The rates vary depending on the tax regime the company is under (cumulative or non-cumulative). PIS rates range from 0.65% to 1.65%, and COFINS from 3% to 7.6%. These taxes are somewhat similar to VAT in that they are applied at each stage of production and distribution but with different rules for credits and offsets.
This is a municipal tax levied on the provision of services. The ISS rate varies depending on the municipality but generally ranges from 2% to 5%. Companies providing services need to register with the local municipality and comply with ISS obligations, including filing monthly returns.
Brazilian companies are subject to Corporate Income Tax, which is levied at the federal level. The standard IRPJ rate is 15% on taxable income, with an additional surtax of 10% on annual income exceeding BRL 240,000. Companies can opt for different taxation regimes, such as the actual profit (Lucro Real) or presumed profit (Lucro Presumido) methods, which determine how taxable income is calculated.
In addition to the IRPJ, companies must pay the CSLL, which is another federal tax on net profits. The standard CSLL rate is 9% for most companies. Like the IRPJ, the CSLL is calculated based on the company’s profit, and the method of calculation depends on the tax regime chosen.
Companies in Brazil can choose between different tax regimes based on their size, revenue, and nature of the business. The two main regimes are Lucro Real (Actual Profit) and Lucro Presumido (Presumed Profit). Lucro Real is generally required for large companies and those in specific industries, while Lucro Presumido is simpler and often used by smaller companies. The choice of regime significantly impacts how taxes are calculated and reported.
Brazil imposes withholding taxes on various types of payments to foreign entities, such as dividends, interest, royalties, and services. The rates vary depending on the type of payment and the existence of any double taxation treaties. It’s important for foreign-owned companies to understand these obligations to avoid unexpected tax liabilities.
