The first step for a foreign shareholder, whether an individual or a legal entity, to incorporate in Brazil is pursuant Brazilian law, to obtain registration before the National Tax Payer Register.

Foreign companies or individual foreign shareholders or partners of Brazilian companies must maintain a representative (attorney-in-fact) in Brazil with powers to receive service of process before the Brazilian Courts, and the Brazilian Tax Authorities.

The foreign company shall be required to present a Certificate of Incorporation of its country of origin or passport and a power of attorney. All foreign documents to be valid in Brazil must be legalized by a Brazilian Consulate abroad and translated in Brazil by a sworn translator.

Incorporation of a company in Brazil shall necessarily involve at least five phases: (i) the registration of the foreign shareholder or partner before the Federal Tax Payer Register, (ii) the registration of the company's Articles of Association or By-laws before the State Board of Trade or Public Notary, (iii) the enrolment and registration of the company before the Federal Tax Payer Register, (iv) the enrolment and registration of the company before the local municipality, and (v) the enrolment and registration of the company before the State Tax Payer Register (for commercial companies only).

Further registration before other public agencies may also be required depending on the company’s purposes and activities.

The most common types of corporate forms in Brazil are: the Limited Liability Company (“Sociedade Limitada”) and the Joint Stock Corporation (“Sociedade Anonima”), similar to a US corporation.

Main requirements applicable to both types of companies:

(i)  A minimum of two shareholders (in a “Sociedade Anonima”) or partners (in a “Limitada”), both of them non-residents, provided that a Brazilian resident representative is appointed;
(ii)  Officers must be Brazilian residents;
(iii) Directors may be non-Brazilian residents;
(iv) Annual shareholders’ meeting is mandatory;
(v)  Publication of some of its corporate acts is mandatory;(vi) Book-keeping is mandatory.

There is no minimum capital required (except for bank, insurance and others).

Each of the shareholders in a “Sociedade Anonima” or partners in a “Limitada” may be an individual or a legal entity or they can be two individual shareholders or partners or two legal entities as shareholders or partners.

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Read more:

Investing in an existing company in Brazil
Incorporating Advantages
Incorporation Process in Brazil
Incorporation Service Form