Can foreigners open a company in Brazil?

In this episode of Business in Brazil Today, Rodrigo Ribeiro e Marco Auréliodirectors of CLM Controllerin a simple and practical way, they explain everything a foreign investor needs to know in order to open a company in the country.

Doubt "Can foreigners open a company in Brazil?" is very common among international investors who want to take advantage of business opportunities in one of Latin America's largest markets.

The answer is yesIt is perfectly possible for a foreigner to open a company in Brazil, whether as a partner, investor or full owner, as long as they meet the established legal requirements.

In this guide, you will understand how to open a business in Brazil as a foreignerWhat documents are needed, which sectors may have restrictions and the complete opening steps. This way, you'll have a clear picture of the whole process and can take the first steps with confidence.

Requirements for foreigners to open a business in Brazil

So that a foreigners can participate in starting a business in BrazilThere are some legal requirements that need to be met, which vary depending on the investor. resident or non-resident.

1. Individual Taxpayer Registration (CPF)

2. Legal representative in Brazil

If the foreigner does not live in Brazil, it is mandatory to appoint a legal representative (proxy) with residence in Brazilian territory.

This attorney will be responsible for representing the investor before bodies such as the Internal Revenue Service and the Central Bank.

Usually, this role is taken on by a trusted lawyer or accountant. The CLM Controller can even provide guidance and appoint qualified professionals for the job.

3. Visa and residence documents (for those who intend to live in Brazil)

If the foreigner wants to live in and manage the company directlyyou will need a appropriate visa (usually investor or permanent) and the National Registration of Foreigners (RNE)The current National Migration Registration Card (CRNM).

For those who don't intend to live in Brazil, this step isn't necessary, as long as you have a proxy.

Documents needed to open a company in Brazil

The list of documents for the opening a company by a foreigner is similar to that of a Brazilian, with a few peculiarities:

• Certified copy of passport of the investor;
• Proof of address in the country of origin;
• Brazilian CPF of foreign investors;
• Documents of the resident proxy (ID and CPF);
• Certified translation documents issued abroad into Portuguese, when required;
• Hague Apostille, where applicable, to validate foreign documents.

These documents will be used to draw up the articles of association and throughout the company registration process.

Sectors with restrictions on foreign capital

In Brazil, most economic sectors are open to foreign investment, but there are some areas with specific restrictions or requirementssuch as:

• Journalistic and broadcasting activitieswhich have limits on the participation of foreign capital;
• Private security companieswhich require 100% national capital;
• Acquisition of rural properties in border areaswhich requires special authorization;
• Some types of road freight transport.

Before starting the process, it's a good idea to check whether your industry has any specific limitations. In the vast majority of cases, no impedimentand foreign investors can operate freely.

Step by step to open a company in Brazil as a foreigner

Now that you know foreigners can open a company in Brazilcheck out the complete step-by-step:

1. Definition of the type of company

The investor must choose the legal type of company. The most common options are:

• Limited Company (Ltda.)The most popular is the one used by foreigners for its simplicity and liability protection;
• Joint Stock Company (S.A.), recommended for larger businesses.

The decision depends on the size of the operation and governance planning.

2. Obtaining a CPF

As already mentioned, the CPF is indispensable. Investors can obtain it from Brazilian consulate in your country or, if you are already in Brazil, at a Internal Revenue Service.

3. Hiring a resident proxy

For foreigners who don't live in Brazilyou need appoint a legal representative to represent the company before the Internal Revenue Service and the Central Bank.

This professional will have the power to sign documents and respond legally when required.

4. Drawing up the articles of association

With the legal and accounting team, the investor must draft the articles of association, a document that defines:

• O corporate purpose (company activity);
• O share capital;
• A participation of each partner;
• Administration rules.

If the partner is non-resident, the foreign capital must be registered with the Central Bankstage called RDE-IED (Electronic Declaratory Record - Foreign Direct Investment)after the constitution.

5. Registration with the Board of Trade

The articles of association and investor documents must be registered in the State Board of Trade where the company will be based.

Important: Foreign documents must be translated by a sworn translator and, if necessary, apostilled for recognition of validity in Brazil.

6. Obtaining a CNPJ

After approval by the Board of Trade, the company will receive the CNPJ (National Register of Legal Entities) at the Receita Federal. This number allows you to operate legally, issue invoices and hire employees.

7. State and municipal registrations and operating permits

With the CNPJ in hand, the next step is to regularize the company with the local authorities. This stage varies according to the type of activity the company will be carrying out.

In addition to the above, depending on the activity, specific licenses may be required, such as health surveillance, environmental or fire department licenses.

These records ensure that the company is fully legal to operateavoiding problems with inspections and fines.

8. Registration of foreign investment with the Central Bank

All foreign capital entering Brazil to set up a company must be registered with the Central Bank through the RDE-IED (Electronic Declaratory Record - Foreign Direct Investment).

This registration is mandatory for

• Prove the legality of the investment;
• Enable repatriation of profits and dividends to the country of origin;
• Facilitate future capital increases or stake sales.

The deadline for registering is up to 30 days after receipt of fundsAll subsequent transactions (such as new contributions or profit distributions) must also be reported.

The CLM Controller has experience in this process, ensuring that the investor meets all the requirements on time.

9. Choice of tax regime

When formalizing, it is necessary to define the tax regime best suited to the company's profile. This choice has a direct impact on the amount of tax and how it is calculated. The main regimes are:

• Simples Nacional: Simplified system for smaller companies, with limited annual turnover and unified tax rates.
• Presumed Profit: Suitable for medium-sized companies with profit margins higher than those presumed by the government.
• Real ProfitMandatory for large companies or for specific activities; tax is calculated on actual accounting profit.

One accountant specialized in opening companies for foreigners is essential to assess the correct framework, taking into account the activity, the estimated turnover and the particularities of the investor.

Why rely on CLM Controller

The process of opening a company for foreigners requires technical knowledge and experience. A CLM Controller Accounting offers:

• Service in English and PortugueseThis makes it easier to communicate with investors of any nationality;
• Full support for obtaining a CPF, appointing a proxy and registering foreign capital;
• Elaboration of articles of association and monitoring at all stages of the Board of Trade and Internal Revenue Service;
• Tax planning and the choice of the most appropriate tax regime;
• Accounting and tax BPOensuring compliance and real-time reporting after opening.

With CLM, the foreign investor has peace of mind that the entire process will be conducted in a professional manner. agility, security and legal compliance.

Conclusion: it is possible and viable to invest in Brazil

Now you know foreigners can open a company in BrazilHe also knows the requirements, documents and steps to formalize the business.

Although the bureaucracy is greater than in some other countries, the Brazilian market offers unique opportunities and can be highly profitable for those who plan carefully.

With the right support, the barriers of language, culture and legislation become much smaller.

A specialized partner ensures that every detail, from obtaining a CPF when registering capital with the Central BankThis allows the investor to concentrate on what really matters: expand its business in Brazil.

Yes, it is possible to open your company in Brazil as a foreigner, and we can make the whole process easier.

Talk to CLM Controller to open your company quickly and safely!