Countries › Brazil › Guide › 4. Entities and setup › Choosing an entity in Brazil: Ltda, S.A. or branch of a foreign company

Choosing an entity in Brazil: Ltda, S.A. or branch of a foreign company

Last verified: 2026-10-25 · Status: Stable

Almost every foreign investor enters Brazil through a Brazilian subsidiary, either a limited liability company (Ltda.) or a corporation (S.A.), because a foreign company may only operate directly as a branch after federal authorization. The Ltda. is the default: it can have a single foreign quotaholder, has no general legal minimum capital and costs R$273.55 to register in São Paulo in 2026. Choose the S.A. when you need shares, a board, outside investors or a path to listing, accepting at least two shareholders, a 10 percent cash pay in and heavier formalities.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.0377 per US dollar for 23 October 2026, the last business day before verification. Conversions are for orientation only; the rate on the day of each FX contract will differ.

Key facts

Minimum number of quotaholders in a Ltda.	1 personsLei nº 10.406 art. 1.052 § 1, as of 2026-10-25 · in force
General legal minimum capital for a Ltda.	None BRLLei nº 10.406 arts. 1.052 to 1.087 (no minimum set), as of 2026-10-25 · in force
Share of capital whose objection blocks a quota transfer to an outsider, absent contrary clause	25 %Lei nº 10.406 art. 1.057, as of 2026-10-25 · in force
Deadline for the annual quotaholders' meeting after fiscal year end	4 monthsLei nº 10.406 art. 1.078, as of 2026-10-25 · in force
Minimum number of subscribers to incorporate an S.A.	2 personsLei nº 6.404 art. 80 item I, as of 2026-10-25 · in force
Minimum cash payment on incorporation of an S.A., share of issue price of shares subscribed for cash	10 %Lei nº 6.404 art. 80 item II, as of 2026-10-25 · in force
Minimum members of an S.A. board of directors	3 personsLei nº 6.404 art. 140, as of 2026-10-25 · in force
Minimum members of an S.A. executive board	1 personsLei nº 6.404 art. 143, wording of Lei Complementar nº 182, as of 2026-10-25 · in force
Officers of an S.A. must reside in Brazil	No Lei nº 6.404 art. 146, wording of Lei nº 14.195, as of 2026-10-25 · in force
Annual gross revenue ceiling for a closely held S.A. to publish electronically	78000000 BRLLei nº 6.404 art. 294, wording of Lei Complementar nº 182, as of 2026-10-25 · in force
Deadline to file corporate acts with the commercial registry for retroactive effect	30 daysLei nº 10.406 art. 1.151 § 1, as of 2026-10-25 · in force
São Paulo registry fee for Ltda. articles of association or amendment, 2026	273.55 BRLPortaria JUCESP nº 146 of 19 December 2025, Annex I item 2.1, as reorganized by Portaria JUCESP nº 74 of 28 July 2026, as of 2026-10-25 · in force
São Paulo registry fee for S.A. incorporation act or meeting minutes, 2026	583.98 BRLPortaria JUCESP nº 146 of 19 December 2025, Annex I item 3.1, as reorganized by Portaria JUCESP nº 74 of 28 July 2026, as of 2026-10-25 · in force
Federal DARF fee to open an authorized branch of a foreign company, São Paulo registry 2026	240.00 BRLPortaria JUCESP nº 74 of 28 July 2026, Annex I item 5.1, as of 2026-10-25 · in force
Average time to open a company in Brazil (name and address viability plus registration and CNPJ)	22 hoursMapa de Empresas, federal government, highlights for September 2026, as of 2026-10-25 · in force
Share of companies opened in less than one day	74.2 %Mapa de Empresas, federal government, highlights for September 2026, as of 2026-10-25 · in force

The rule

1. Limited liability company (Ltda.): each quotaholder's liability is limited to the value of its quotas, but all quotaholders are jointly liable for paying in the subscribed capital. The Ltda. may be formed by one or more persons, so a foreign parent can hold 100 percent alone; for a single member company the rules on the articles of association apply to its incorporation document.
Cost to do it: São Paulo registry fee (Junta Comercial, JUCESP) for the articles of association in 2026: 7.12 UFESP, R$273.55 (R$218.99 if the company qualifies as micro or small enterprise). The Civil Code sets no general minimum capital for a Ltda.
Example: Foreign parent incorporates a single member Ltda. in São Paulo with R$100,000 of capital: registry fee R$273.55; liability capped at the R$100,000 of quotas once fully paid in. / About US$19,850 of capital; registry fee about US$54.30.Lei nº 10.406 (Civil Code), § 1 and § 2 included by Lei nº 13.874 of 20 September 2019, Art. 1.052, caput and §§ 1 and 2, 2019-09-20 official text · verified 2026-10-25 · changed: Lei nº 13.874 of 20 September 2019 (Economic Freedom Law) allowed the single member Ltda. Lei nº 14.195 of 26 August 2021, art. 41, converted every existing EIRELI into a single member Ltda. without any change to its incorporation document.

2. Ltda. capital and transfers: capital is divided into equal or unequal quotas; contributions consisting of services are forbidden, and all quotaholders are jointly liable for five years from registration for the exact valuation of assets contributed in kind. Unless the articles say otherwise, a quotaholder may transfer quotas to another quotaholder freely, or to an outsider if holders of more than one quarter of the capital do not object.
Cost to do it: Each later amendment to the articles (for example a quota transfer or capital increase) is registered at the same fee as the incorporation: R$273.55 in São Paulo in 2026.Lei nº 10.406 (Civil Code), Art. 1.055, §§ 1 and 2; art. 1.057, 2002-01-10 official text · verified 2026-10-25

3. Ltda. management and quorums: the Ltda. is managed by one or more persons named in the articles or in a separate act. Appointing managers who are not quotaholders requires approval by at least two thirds of the quotaholders while capital is not fully paid in, and by holders of more than half of the capital after it is paid in. Most other key decisions, including amending the articles, mergers and dissolution, now pass with more than half of the capital.
Cost to do it: No fee in itself; a foreign parent holding over half the capital can appoint a professional manager and amend the articles alone.Lei nº 10.406 (Civil Code), arts. 1.061 and 1.076 as worded by Lei nº 14.451 of 21 September 2022, Art. 1.060, art. 1.061, art. 1.071 and art. 1.076, item II, 2022-09-21 official text · verified 2026-10-25 · changed: Lei nº 14.451 of 21 September 2022, in force 30 days after publication, cut the quorum to appoint non quotaholder managers from unanimity (capital not paid in) and two thirds (capital paid in) to the current levels, and replaced the former three quarters quorum for amending the articles, mergers and dissolution with more than half of the capital.

4. Ltda. annual meeting: the quotaholders' meeting must be held at least once a year, within the four months after the end of the fiscal year, to approve the managers' accounts and the balance sheet and income statement, and to appoint managers where needed. A formal assembly is mandatory only when there are more than ten quotaholders; formal call requirements are waived when all quotaholders attend or declare in writing that they know the place, date, time and agenda.
Cost to do it: Registering the minutes of the annual quotaholders' meeting in São Paulo costs R$273.55 in 2026 (item 2.1 of the JUCESP table).Lei nº 10.406 (Civil Code), Art. 1.072, §§ 1 and 2; art. 1.078, 2002-01-10 official text · verified 2026-10-25

5. Corporation (S.A.): capital is divided into shares and each shareholder's liability is limited to the issue price of the shares it subscribed or acquired. Incorporation requires (i) subscription of all shares by at least two persons, (ii) payment in cash of at least 10 percent of the issue price of shares subscribed for cash, and (iii) deposit of that cash with Banco do Brasil or another bank authorized by the Securities Commission (CVM). A wholly owned S.A. (subsidiária integral) is allowed only when its sole shareholder is a Brazilian company.
Cost to do it: São Paulo registry fee for the S.A. incorporation act in 2026: 15.20 UFESP, R$583.98, plus the 10 percent cash deposit, which is the company's own money and is released to it after registration.
Example: S.A. with R$1,000,000 of capital subscribed for cash by a foreign parent (999,999 shares) and a second shareholder (1 share): at least R$100,000 deposited before registration; registry fee R$583.98. / About US$198,500 of capital: minimum cash deposit about US$19,850; registry fee about US$115.92.Lei nº 6.404 (Corporations Law), Art. 1, art. 80, art. 251, 1976-12-15 official text · verified 2026-10-25

6. S.A. management: management belongs to a board of directors and an executive board, or to the executive board alone, as the bylaws provide; publicly held and authorized capital companies must have a board. The board has at least three members; the executive board has one or more members since 2021. Only natural persons may be elected, and since 2021 officers no longer need to reside in Brazil, but a manager resident or domiciled abroad takes office only after appointing a representative resident in Brazil empowered to receive service of process in corporate law suits for at least three years after the term ends.
Cost to do it: A power of attorney for the resident representative of each non resident manager, valid for at least three years after the end of the term.Lei nº 6.404 (Corporations Law), art. 143 as worded by Lei Complementar nº 182 of 1 June 2021 and art. 146 as worded by Lei nº 14.195 of 26 August 2021, Art. 138, art. 140, art. 143, art. 146 caput and § 2, 2021-08-26 official text · verified 2026-10-25 · changed: Lei Complementar nº 182 of 1 June 2021 reduced the minimum executive board from two officers to one. Lei nº 14.195 of 26 August 2021 dropped the requirement that officers (diretores) reside in Brazil and extended the resident representative rule to any non resident manager.

7. S.A. annual meeting and publications: an ordinary general meeting must be held within the four months after the end of the fiscal year to approve the accounts and financial statements, allocate net profit and dividends and elect managers where needed. Publications required by the Corporations Law go in a widely circulated newspaper in the city of the head office, in summary form with the full documents on the same newspaper's website, digitally certified. A closely held S.A. with annual gross revenue up to R$78,000,000 may instead publish electronically and keep electronic books.
Cost to do it: Registering the ordinary general meeting minutes in São Paulo costs R$583.98 in 2026 (item 3.1 of the JUCESP table); newspaper publication costs are market priced and fall away for qualifying small closely held companies.
Example: Closely held S.A. with R$50,000,000 of annual gross revenue qualifies for electronic publication; at R$80,000,000 it must publish in a newspaper. / Threshold about US$15.48 million of annual gross revenue; R$50,000,000 is about US$9.93 million.Lei nº 6.404 (Corporations Law), art. 289 as worded by Lei nº 13.818 of 24 April 2019 and art. 294 as worded by Lei Complementar nº 182 of 1 June 2021, Art. 132, art. 289, art. 294 items III and IV, 2021-06-01 official text · verified 2026-10-25 · changed: Lei nº 13.818 moved mandatory publications from the official gazette plus a newspaper to a single newspaper with full online text, effective 1 January 2022. Lei Complementar nº 182 replaced the small company test (fewer than 20 shareholders and equity up to R$10,000,000) with annual gross revenue up to R$78,000,000, in force 90 days after publication.

8. Branch of a foreign company: a foreign company, whatever its purpose, may not operate in Brazil, even through branches, without authorization from the federal Executive, although it may hold shares in a Brazilian S.A. save where a law provides otherwise. Once authorized it may not start business until registered with the local commercial registry, is subject to Brazilian law and courts for acts in Brazil, operates under its home country name (optionally adding "do Brasil" or "para o Brasil"), must keep a permanent representative in Brazil with full powers and authority to receive service of process, and needs federal approval for any change to its articles or bylaws.
Cost to do it: In São Paulo, opening an authorized branch is charged under the fee of its legal type plus a federal DARF of R$240.00; later amendments or cancellation of the authorization carry a R$160.00 DARF and nationalization R$175.00 (JUCESP 2026 table, items 5.1 to 5.3).
Example: Federal fee to register an authorized branch in São Paulo: R$240.00, plus the state fee for its legal type. / Federal fee about US$47.64.Lei nº 10.406 (Civil Code); Decreto nº 11.497 of 20 April 2023 (delegation of the authorization power), Civil Code arts. 1.134, 1.136, 1.137, 1.138 and 1.139; Decreto nº 11.497 art. 1, 2023-04-20 official text · verified 2026-10-25 · changed: Decreto nº 11.497 of 20 April 2023 revoked Decreto nº 9.787 of 2019 and delegated the authorization, amendment, nationalization and revocation acts to the Minister of Development, Industry, Trade and Services, with possible subdelegation to the Director of the national business registry department (DREI); activities involving controlled products need prior consent of the Army Command.

9. Registry and filing deadline: business companies (Ltda. and S.A.) register with the Public Registry of Business Companies run by the state commercial registries (Juntas Comerciais). Documents must be filed within 30 days of signature; if filed later, registration takes effect only from the date it is granted, not retroactively.
Cost to do it: Registry fees are set by each state; São Paulo's 2026 table is based on a UFESP value of R$38.42 (about US$7.63).Lei nº 10.406 (Civil Code), Art. 1.150; art. 1.151, §§ 1 and 2, 2002-01-10 official text · verified 2026-10-25

Feature	Ltda.	S.A. (closely held)	Branch of foreign company
Owners	1 or more quotaholders, foreign parent alone allowed (Civil Code art. 1.052 § 1)	At least 2 subscribers; sole shareholder only if a Brazilian company (Lei nº 6.404 arts. 80 and 251)	The foreign company itself (Civil Code art. 1.134)
Liability	Limited to quotas; joint liability to pay in capital (art. 1.052)	Limited to issue price of shares (Lei nº 6.404 art. 1)	Foreign company liable; subject to Brazilian law and courts for acts in Brazil (art. 1.137)
Capital at start	No general legal minimum	At least 10 percent of cash subscriptions deposited in a bank (art. 80)	As stated in the authorization; deposit of assigned capital proven at registration (art. 1.136 § 1)
Management	One or more managers; non quotaholder managers need more than half of capital once paid in (arts. 1.060, 1.061)	Executive board of 1 or more; board of 3 or more if adopted; no residency for officers (arts. 138, 140, 143, 146)	Permanent representative in Brazil with full powers (art. 1.138)
Prior federal approval	No	No	Yes, also for every change to its articles (arts. 1.134, 1.139)
Registry fee, São Paulo 2026	R$273.55 (R$218.99 micro or small)	R$583.98	Fee of its legal type plus R$240.00 federal DARF
Publications	None required by the Ltda. chapter	Newspaper summary plus full online text; electronic only if revenue up to R$78,000,000 (arts. 289, 294)	Must reproduce home country balance sheet publications and publish the Brazilian branch balance sheet (art. 1.140)

Ltda., S.A. and branch compared, with the governing rule. Fees are the São Paulo commercial registry (JUCESP) 2026 table; other states set their own.

Worked example

A foreign software group sets up in São Paulo with R$100,000 of capital (about US$19,850). As a single member Ltda. it pays a R$273.55 registry fee (about US$54.30), names a professional manager by its own decision as holder of more than half of the capital, and needs no second partner and no newspaper publications (Civil Code arts. 1.052, 1.061; JUCESP 2026 table item 2.1).
The same group as an S.A. with R$1,000,000 of capital (about US$198,500) needs a second subscriber, deposits at least R$100,000 (about US$19,850) in an authorized bank before registration, pays R$583.98 (about US$115.92) per registered act, and, being under R$78,000,000 of annual gross revenue, may publish electronically (Lei nº 6.404 arts. 80, 294).
Registering the articles takes on average 22 hours nationwide for name and address viability plus registration and CNPJ, with 74.2 percent of companies opened in under a day (Mapa de Empresas, September 2026). Before that, budget time to obtain a CNPJ for the foreign parent and to legalize, translate and sign its documents (see Start here); after it, budget time for municipal and sector licences, which the average excludes.

Step by step

1. Pick the vehicle. Default to a Ltda. for a wholly owned operating subsidiary; choose an S.A. if you plan outside investors, share classes, a board, debentures or a listing; consider a branch only where a regulator or contract requires the foreign legal entity itself to act in Brazil.
2. Register the foreign parent and its local representative for a CNPJ and file beneficial owner information (see Start here).
3. Check name and address viability through the state REDESIM integrator, which queries the municipality and the commercial registry.
4. Draft and sign the articles (Ltda.) or the incorporation act and bylaws (S.A.). For an S.A., make the 10 percent cash deposit in an authorized bank before filing.
5. File with the state commercial registry within 30 days of signature and pay the state fee (in São Paulo by DARE code 370-0). The CNPJ of the new company is issued with registration.
6. Bring the capital in through an authorized FX institution and complete Central Bank SCE-IED reporting (see Start here).
7. Diarize annual compliance: quotaholders' or general meeting within four months of fiscal year end, registration of the minutes, and for an S.A. the required publications.

Common traps

Trying to make a foreign parent the sole shareholder of an S.A. A wholly owned S.A. is allowed only for a Brazilian company as sole shareholder (Lei nº 6.404 art. 251); a foreign parent needs a second subscriber or should use a single member Ltda.
Filing late. Acts filed more than 30 days after signature take effect only from the date registration is granted (Civil Code art. 1.151 § 2), which can upset closing dates and the timing of capital contributions.
Assuming a branch is the light option. It needs prior federal authorization, federal approval of every later change to the parent's articles (Civil Code art. 1.139) and publication of the parent's financial statements in Brazil on pain of revocation (art. 1.140).
Contributing services as capital in a Ltda.: it is forbidden (Civil Code art. 1.055 § 2), and all quotaholders answer jointly for five years for overvalued assets contributed in kind (art. 1.055 § 1).
Appointing a non resident S.A. officer without a resident representative. The officer cannot take office until the representative is appointed, with powers lasting at least three years after the term (Lei nº 6.404 art. 146 § 2).
Relying on outdated quorums. Since Lei nº 14.451 of 2022 holders of more than half of the capital can amend a Ltda.'s articles, approve mergers and dissolve it (Civil Code art. 1.076 item II), where three quarters used to be needed; minority partners who relied on the old blocking stake should negotiate protection in the articles or a quotaholders' agreement.

Sources

← Foreign investment in Brazil: an open regime, a short list of restricted sectors and regional tax incentivesFX and capital controls in Brazil: free convertibility, IOF costs and how to get dividends, loans and capital out →