Business structure in Brazil

Incorporating a foreign company

Branches, agencies or establishments in Brazil set up by foreign companies
Only specific cases may be established, such as banks without business on the Brazilian market, airlines, NGOs, etc., usually with a view to carrying out tender projects by means of a consortium.

The parent company takes on all the obligations. Authorisation from the government is required. Any change in the articles of association must also be approved by the Brazilian government for these to take effect in local organisations.

Incorporating a Brazilian company

Limited Company

  • At least two partners which can be 100% foreign (natural or legal persons).
    There are restrictions in some sectors. There is no minimum company capital; it will depend on the sector and the company’s turnover.

Public Limited Company

  • Same conditions as the Limited Company, although in this case a minimum of 10% of the subscribed shares must be fully paid up at the time of incorporation.
  • As a general rule there is no requirement for a minimum share capital, but there are sectors with specific requisites, such as banking, insurances, etc.

Eireli

  • A sole partner, a natural person or legal entity. Min. share capital of 100 salaries equivalent to 93,700 reals (BRL), at the current rate.

Joint venture

  • This is a very common form for the development of businesses that require a local partner. It can take on the legal form of a general partnership (SCP) or alternatively that of a limited company
It is extremely important to consult a local legal practice due to the complexity of laws and local taxes