Company formation in Brazil for foreign shareholders
Brazilian legal structuring from the choice of vehicle and preparation of foreign documents to corporate registration and initial governance.
5,0 · 18 Google reviewsForming a company with foreign ownership requires the Brazilian corporate structure to align with documents issued abroad, local representation, registrations and the intended management model. The design should precede filing to avoid corrective documents and unsuitable signing powers.
Legal workstreams in forming the Brazilian company.
- Corporate structureChoice of vehicle, ownership, capital, management and matters reserved for shareholder approval.
- Foreign documentsA checklist for powers of attorney, apostille or legalisation and sworn translation, as applicable.
- Articles of associationDrafting provisions on purpose, capital, quotas, management, resolutions and exit.
- Representation in BrazilDefinition of the powers required for non-resident shareholders and managers within the chosen structure.
- Registration coordinationLegal follow-up with the Commercial Registry and the documentary interfaces with other applicable registrations.
- Initial governanceCorporate books, resolutions, signing powers, shareholders’ agreement and calendar where required.
The structure must support the operation that follows.
Capital, management and signing authority should not be designed only to clear registration. They need to work for funding, local hiring, expense approval and the relationship between headquarters, investors and local management.
Foreign documents may require formalities and translations before they can be used in Brazil. The checklist is organised by country of issue, shareholder type and the role each person will hold.
This page covers the formation of a Brazilian company with foreign ownership. Opening a branch of the foreign company itself follows a separate authorisation procedure. Our Corporate Law page covers ongoing corporate advice after formation.
How we run the work.
- Structuring meetingWe understand the business, investors, capital, management, powers and commercial timing.
- International checklistWe organise documents, signatures, powers of attorney and formalities by person and country.
- Corporate documentsWe draft the articles, appointment acts and supporting instruments.
- Filing and requirementsWe coordinate corporate registration and address legal filing requirements within scope.
- Post-registration organisationWe deliver the approved structure and guide the first resolutions and signing powers.
What to bring to the first conversation.
Documents that speed up the review
You do not need everything organised before speaking to us. These items help define scope and priorities.
- Passports or investor identification
- Proof of address
- Foreign-company documents
- Group organisation chart
- Description of Brazilian activities
- Intended ownership and capital
- Proposed managers
- Country of issue of each document
Informational content under Brazilian Bar Association Rule 205/2021. Engagement is subject to case review and a written proposal; no outcome is promised.
What clients say on Google.
“From the very start I was looked after exceptionally. The team is attentive and explains every step.”
Amanda M. · Google“Excellent, highly qualified professionals. I highlight the professionalism, the service and the honesty.”
Rita G. · Google“Very polite, patient, always with precise, accurate answers. I recommend them with no reservations!”
Thais T. · GoogleReal client reviews published on Google.
Who leads this area.
Partner in charge of the corporate practice (OAB/SP 344.334). Postgraduate in Business Law (FGV), advising on the drafting and negotiation of commercial contracts, corporate matters, trademarks and data protection. Member of AASP and of the AIPLA. Fluent in English.
Meet Renato FalchetHow this page relates to other services.
This page covers formation of the Brazilian entity. Ongoing governance, commercial contracts and employment are covered on separate service pages.
Common questions.
Can a foreign person or company own a Brazilian company?
Foreign ownership is generally possible, but some activities are subject to restrictions or specific requirements. The sector, source of investment and intended structure should be checked before formation.
Must the shareholders travel to Brazil to sign?
Many steps can be organised remotely through suitable powers of attorney and signatures. Formalities depend on the issuing country, the document and the requirements applicable to registration.
Do foreign documents need translation?
For filing with the Commercial Registry, foreign documents must meet the applicable apostille or legalisation rules and generally require a Brazilian sworn translation into Portuguese. Specific exemptions exist, including those for identity documents and documents presented in parallel Portuguese and foreign-language columns. We check the issuing country, document type and current DREI rules.
How much capital is required to form the company?
There is no single figure for every Brazilian limited liability company. Capital should be consistent with the activity, start-up costs, licences and any requirements connected with the structure and people working in Brazil.
Does formation include licences, tax and accounting work?
Corporate legal work does not replace accounting, technical licensing or specialised tax advice. We coordinate interfaces and state in the proposal which steps are included.
How long does company formation take?
Timing depends on the structure, preparation of foreign documents, the Commercial Registry and any licences or further registrations. We provide an estimated sequence after reviewing the countries and information involved.
Is your company preparing to operate in Brazil?
Send us the group structure, investor countries and intended business. We organise the legal formation roadmap.