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Exiting Brazil: selling, reducing capital, liquidating and getting the money out

Last verified: 2026-10-26 · Status: Changing

A foreign investor leaves Brazil in one of three ways: sell the quotas or shares, take capital back through a capital reduction, or dissolve and liquidate the company. The money can then leave freely: there is no approval to remit, IOF on the FX for dividends and returned capital is zero, and the only gate is proof that the income tax due was paid. The costs that matter are capital gains tax on a sale (15 to 22.5 percent, 25 percent from favored tax jurisdictions, withheld by the buyer or the buyer's attorney), 10 percent withholding on dividends from 2026 profits, creditor waiting periods of 90 days for a Ltda. and 60 days for an S.A. on capital reductions, and the joint liability that partners and managers take on when they close the CNPJ with debts outstanding.

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

Ltda. voluntary dissolution quorum (indefinite term)	Absolute majority of partners by capital; unanimity always suffices Civil Code art. 1.033 items II and III, as of 2026-10-26 · in force
Creditor opposition period on a Ltda. capital reduction for excess capital	90 daysCivil Code art. 1.084 § 1, as of 2026-10-26 · in force
Waiting and creditor opposition period on an S.A. capital reduction returning funds	60 daysLei nº 6.404 art. 174, as of 2026-10-26 · in force
Deadline for a dissenting partner or shareholder to challenge the final liquidation accounts	30 daysCivil Code art. 1.109 sole paragraph; Lei nº 6.404 art. 216 § 2, as of 2026-10-26 · in force
S.A. quorum for in kind or special liquidation distributions	90 % of voting sharesLei nº 6.404 art. 215 § 1 as worded by Lei nº 14.195, as of 2026-10-26 · in force
Capital gains tax on a non resident's sale of Brazilian assets	15 to 22.5 (progressive) %Lei nº 9.249 art. 18; Lei nº 8.981 art. 21 as worded by Lei nº 13.259, as of 2026-10-26 · in force
Capital gains tax when the seller is in a favored tax jurisdiction	25 %Lei nº 10.833 art. 47, as of 2026-10-26 · in force
Withholding on dividends paid abroad (profits from 2026)	10 %Lei nº 9.249 art. 10 § 4 inserted by Lei nº 15.270, as of 2026-10-26 · in force
IOF on FX for return of foreign direct investment	0 %Decreto nº 6.306 art. 15-B XVII-A, as of 2026-10-26 · in force
IOF on FX for dividends and JCP to foreign investors	0 %Decreto nº 6.306 art. 15-B XIII, as of 2026-10-26 · in force
SCE-IED reporting threshold for exit events settled without an FX contract	100,000 USDResolução BCB nº 278 arts. 32 and 36, as of 2026-10-26 · in force
SCE-IED reporting deadline for exit events settled without an FX contract	30 daysResolução BCB nº 278 art. 36, as of 2026-10-26 · in force
Tax clearance needed to close the company and its CNPJ	No; partners and managers become jointly liable Lei nº 11.598 art. 7-A; LC 123 art. 9, as of 2026-10-26 · in force
Judicial reorganization stay period	180, extendable once daysLei nº 11.101 art. 6 § 4, as of 2026-10-26 · in force
Deadline to file the judicial reorganization plan	60 daysLei nº 11.101 art. 53, as of 2026-10-26 · in force
Bankruptcy priority cap for labor claims	150 minimum wages per creditor (R$243,150 in 2026) BRLLei nº 11.101 art. 83 I; Decreto nº 12.797, as of 2026-10-26 · in force

The rule

1. A Ltda. is dissolved by unanimous consent of the partners, by resolution of partners holding an absolute majority of the capital when the company has an indefinite term, by expiry of its term, or by extinction of an authorization to operate. Having a single remaining partner is no longer a cause of dissolution: item IV of art. 1.033 and its sole paragraph were revoked in 2021.
Cost to do it: Registering the dissolution and liquidation acts at the state Junta Comercial carries a registry fee set by each state; legal and accounting work for a voluntary liquidation is market priced.Lei nº 10.406 of 10 January 2002 (Civil Code), art. 1.033 as amended by Lei nº 14.195 of 26 August 2021; arts. 1.044 and 1.087, Art. 1.033 items I to III and V; art. 1.044; art. 1.087, 2021-08-26 official text · verified 2026-10-26 · changed: Lei nº 14.195 of 26 August 2021 revoked art. 1.033 item IV and its sole paragraph, which had dissolved a company left with one partner for 180 days, consistent with the single member Ltda. allowed since Lei nº 13.874 of 2019.

2. After dissolution, a liquidator is appointed and must register and publish the dissolution act, collect the assets, draw up an inventory and balance sheet, finish the company's business, sell assets, pay creditors (preferred creditors first, then pro rata) and share what remains among the partners, using the company name followed by 'em liquidação' in all acts. Partners may approve early distributions by majority once creditors are paid. When debts are paid and the remainder shared, the liquidator calls a final meeting; approval of the accounts closes the liquidation and the company is extinguished once the minutes are registered. A dissenting partner has 30 days from publication to sue. An unpaid creditor can afterwards claim only against each partner up to what that partner received, or sue the liquidator for damages.
Cost to do it: The liquidator's fee and accounting costs are agreed privately; the law sets no official fee for the liquidation itself.Lei nº 10.406 (Civil Code), Arts. 1.102, 1.103 item I and sole paragraph, 1.106, 1.107, 1.108, 1.109 and sole paragraph, 1.110, 2002-01-10 official text · verified 2026-10-26

3. An S.A. is dissolved by operation of law (end of term, cases in the bylaws, general meeting resolution, a single shareholder not replaced in time, extinction of an authorization), by court decision (annulment, impossibility of meeting its purpose on suit by holders of 5 percent of the capital, bankruptcy) or by administrative decision. It keeps its legal personality during liquidation. The general meeting appoints the liquidator, who cannot borrow, pledge assets or continue the business without its authorization, and must call a meeting every six months. Distributions in kind or on special terms need 90 percent of the voting shares. Approval of the final accounts closes the liquidation and extinguishes the company; dissenters have 30 days to sue, and later creditors may claim only against shareholders up to what they received.
Cost to do it: Junta Comercial registry fees for the minutes, plus publication costs where the company is not exempt; liquidator and audit fees are market priced.Lei nº 6.404 of 15 December 1976 (Corporations Law), art. 215 § 1 as worded by Lei nº 14.195 of 26 August 2021, Arts. 206, 207, 208, 210, 211, 213, 215, 216, 218 and 219, 2021-08-26 official text · verified 2026-10-26 · changed: Lei nº 14.195 of 26 August 2021 changed the quorum for special distribution terms in art. 215 § 1 from 90 percent of the shares to 90 percent of the votes of the voting shares.

4. Capital reduction as an exit. A Ltda. may reduce capital after it is fully paid if it has irreparable losses or if the capital is excessive for its purpose; the reduction lowers the nominal value of the quotas. When the reason is excess capital, unsecured creditors with prior claims have 90 days from publication of the minutes to object, and the reduction takes effect only if nobody objects or the creditor is paid or the amount is deposited in court. An S.A. may reduce capital for losses or excess capital; a reduction that returns money to shareholders takes effect only 60 days after publication of the minutes, unsecured creditors with prior claims may object within that period, and if debentures are outstanding a majority of debenture holders must approve first.
Cost to do it: Registry fee for the amendment or minutes and publication cost; the time cost is the 90 day (Ltda.) or 60 day (S.A.) wait before the money can go out.
Example: A Ltda. with R$15,000,000 of capital that only needs R$10,000,000 reduces it by R$5,000,000 and returns that amount to its foreign parent after the 90 day window closes without objection. / About US$992,516 returned with zero IOF on the FX, after at least 90 days from publication of the minutes.Lei nº 10.406 (Civil Code); Lei nº 6.404 (Corporations Law), Civil Code arts. 1.082, 1.083 and 1.084 §§ 1 to 3; Lei nº 6.404 arts. 173 and 174 §§ 1 to 3, 2002-01-10 official text · verified 2026-10-26

5. Assets returned to a partner or shareholder as repayment of capital may be valued at book value or at market value. If the company uses market value, the difference over book value is a taxable capital gain of the company. For the receiving partner, the difference between market value and the value in its tax records is not added to its taxable income or the CSLL base.
Cost to do it: Returning capital at book value creates no gain in the company; at market value the company pays IRPJ and CSLL on the uplift.Lei nº 9.249 of 26 December 1995, Art. 22 caput and §§ 1 to 4, 1995-12-26 official text · verified 2026-10-26

6. A non resident who sells assets located in Brazil, including quotas or shares of a Brazilian company, pays capital gains tax under the rules that apply to residents. The rates are progressive on the gain: 15 percent up to R$5,000,000; 17.5 percent from R$5,000,000 to R$10,000,000; 20 percent from R$10,000,000 to R$30,000,000; 22.5 percent above R$30,000,000. Quotas or shares of one company count as a single asset, and partial sales of the same asset through the end of the following calendar year are added together. The tax applies even if the buyer is also abroad. The buyer resident in Brazil, or the buyer's attorney in Brazil when the buyer is non resident, must withhold and pay the tax.
Cost to do it: 15 to 22.5 percent of the gain, withheld from the price.
Example: Gain of R$12,000,000 on the sale of all the quotas: R$750,000 (15 percent of R$5,000,000) plus R$875,000 (17.5 percent of R$5,000,000) plus R$400,000 (20 percent of R$2,000,000) = R$2,025,000. / Gain of about US$2,382,039, tax of about US$401,969.Lei nº 9.249, art. 18; Lei nº 8.981 of 20 January 1995, art. 21 as worded by Lei nº 13.259 of 16 March 2016; Lei nº 10.833 of 29 December 2003, art. 26, Lei nº 9.249 art. 18; Lei nº 8.981 art. 21 items I to IV and §§ 3 and 4; Lei nº 10.833 art. 26, 2016-03-16 official text · verified 2026-10-26

7. If the seller resides or is domiciled in a country or dependency with favored taxation, as defined in art. 24 of Lei nº 9.430, the capital gain is subject to withholding income tax at 25 percent.
Cost to do it: 25 percent of the whole gain.
Example: The same R$12,000,000 gain: R$3,000,000 of tax. / About US$595,510 of tax on a gain of about US$2,382,039.Lei nº 10.833 of 29 December 2003, Art. 47, 2003-12-29 official text · verified 2026-10-26

8. Profits or dividends paid, credited or remitted abroad from 1 January 2026 bear withholding income tax at 10 percent. Profits for years up to 2025 whose distribution was approved by 31 December 2025 and that are paid on the terms of the approval act are exempt, as are payments to foreign governments with reciprocity, sovereign funds and foreign pension entities. A non resident may claim a credit when the company's effective IRPJ and CSLL rate plus the 10 percent exceeds the combined nominal rates. This makes the order of an exit matter: retained 2026 profits paid out before or during liquidation bear the 10 percent.
Cost to do it: 10 percent of the gross dividend.
Example: R$4,000,000 of retained 2026 profits paid out before liquidation: R$400,000 withheld, R$3,600,000 net. / About US$794,013 gross, US$79,401 withheld, US$714,612 net.Lei nº 9.249, art. 10 §§ 4 and 5 and art. 10-A, inserted by Lei nº 15.270 of 26 November 2025, Art. 10 §§ 4 and 5; art. 10-A, 2025-11-26 official text · verified 2026-10-26 · changed: Lei nº 15.270 of 26 November 2025, effective 1 January 2026, ended the exemption that dividends sent abroad had enjoyed since 1996.

9. FX for the exit is free and untaxed. IOF is zero on the FX settlement for the return of funds a foreign investor applied in equity stakes in Brazil, and zero on the remittance of dividends and interest on net equity to a foreign investor. FX transactions may be carried out freely with no limit on amount, and remittances of profits, dividends and interest depend only on proof that any income tax due was paid.
Cost to do it: Zero IOF; the bank's FX spread is freely negotiated.
Example: R$6,000,000 of paid in capital returned on liquidation: IOF zero. / About US$1,191,020 repatriated with no IOF.Decreto nº 6.306 of 14 December 2007 (IOF regulation), art. 15-B item XIII (included by Decreto nº 8.325 of 2014) and item XVII-A (included by Decreto nº 12.499 of 11 June 2025); Lei nº 14.286 of 29 December 2021, art. 2 and art. 22 (new wording of Lei nº 4.131 art. 9), Decreto nº 6.306 art. 15-B items XIII and XVII-A; Lei nº 14.286 arts. 2 and 22, 2025-06-11 official text · verified 2026-10-26 · changed: Decreto nº 12.499 of 11 June 2025 created item XVII-A (zero IOF on return of foreign direct investment). Congress suspended the decree by Decreto Legislativo nº 176 of 2025; the Planalto text now carries the notes to that decree and to the Supreme Court case ADC 96, under which the rate is in force.

10. The Brazilian investee reports the exit to the Central Bank in SCE-IED. Remittances of dividends, interest on net equity and return of capital through an FX contract are captured automatically. Distributions, sales to residents, purchases from residents, return of capital and liquidation proceeds settled without an FX contract must be declared within 30 days when they are US$100,000 or more. At the end, the investee records the deactivation of the SCE-IED code and its closure, and keeps the supporting documents for 10 years from the liquidation of each investor's investment.
Cost to do it: No Central Bank fee; unreported or wrong data can lead to penalties and to transfers being blocked until corrected (arts. 19 and 22).Resolução BCB nº 278 of 31 December 2022, as amended by Resoluções BCB nº 348/2023 and 410/2024, Art. 2 items XIX to XXII; art. 18 item I b and § 2; art. 32; art. 35 item II; art. 36 caput and item VI, 2024-10-01 official text · verified 2026-10-26 · changed: Resolução BCB nº 410 of 2024, effective 1 October 2024, added the definitions of sale to and purchase from residents and of closure of the investee, added the duty to record the closure in art. 18 § 2, and revoked the separate reporting items for transfers between non residents and corporate reorganizations.

11. Closing the CNPJ and the commercial registration does not depend on the company being up to date with tax, social security or labor obligations. The price is liability: requesting closure makes the owners, partners and managers jointly liable for taxes from the period of the taxable events, and taxes and penalties may still be assessed and collected after closure. The CNPJ closure must be requested once the liquidation ends; it takes effect from the extinction date and closes all branches.
Cost to do it: The Receita Federal guide states no fee for the CNPJ closure request, filed through the Redesim portal (event 517).Lei nº 11.598 of 3 December 2007, art. 7-A, and Lei Complementar nº 123 of 14 December 2006, art. 9 caput and §§ 4 and 5, both as worded by Lei Complementar nº 147 of 7 August 2014; Instrução Normativa RFB nº 2.119 of 6 December 2022, art. 24, Lei nº 11.598 art. 7-A §§ 1 and 2; LC 123 art. 9 §§ 4 and 5; IN RFB 2.119 art. 24 §§ 1, 2, 4 and 5, 2014-08-07 official text · verified 2026-10-26 · changed: Lei Complementar nº 147 of 2014 removed the requirement of tax, social security and labor clearance certificates for closing a company, shifting the risk to the partners and managers through joint liability.

12. For an insolvent subsidiary, the alternatives are judicial reorganization or bankruptcy. A debtor that has operated regularly for more than 2 years may file for judicial reorganization; enforcement actions are stayed for 180 days, extendable once for the same period in exceptional cases, and the plan must be filed within 60 days of the order admitting the case, or the case becomes bankruptcy. In bankruptcy, labor claims rank first up to 150 minimum wages per creditor, followed by secured claims up to the value of the collateral.
Example: With the 2026 minimum wage of R$1,621 (Decreto nº 12.797), the labor priority cap is R$243,150 per employee. / About US$48,266 per employee; any excess ranks as an unsecured claim.Lei nº 11.101 of 9 February 2005, art. 6 § 4 and art. 83 as worded by Lei nº 14.112 of 24 December 2020, Art. 6 § 4; art. 48; art. 53; art. 83 items I and II, 2020-12-24 official text · verified 2026-10-26 · changed: Lei nº 14.112 of 24 December 2020 allowed a single extension of the 180 day stay, which had been non extendable, and rewrote the order of claims in art. 83.

Route	Corporate steps	Tax on the foreign investor	IOF on FX	Minimum wait set by law
Sale of quotas or shares	Quota transfer amendment (Ltda.) or share transfer (S.A.); SCE-IED record of sale to a resident	Capital gains 15 to 22.5 percent, 25 percent from favored jurisdictions, withheld by buyer or buyer's attorney (Lei nº 8.981 art. 21; Lei nº 10.833 arts. 26 and 47)	Zero on return of the investment (art. 15-B XVII-A)	None set by law
Capital reduction, Ltda.	Partners' resolution, publication, registration	No tax on the holder for the market over book difference (Lei nº 9.249 art. 22 § 4)	Zero (art. 15-B XVII-A)	90 days for creditor objections (Civil Code art. 1.084)
Capital reduction, S.A.	General meeting, publication, registration; debenture holder approval if any	As for Ltda. (Lei nº 9.249 art. 22)	Zero (art. 15-B XVII-A)	60 days after publication (Lei nº 6.404 art. 174)
Dividend before exit	Approval of accounts and distribution	10 percent on 2026 and later profits (Lei nº 9.249 art. 10 § 4)	Zero (art. 15-B XIII)	None
Voluntary liquidation	Dissolution, liquidator, payment of creditors, final accounts, registration of extinction, CNPJ closure	Capital back at book value; retained profits as dividends	Zero	30 day challenge window after the final minutes (Civil Code art. 1.109; Lei nº 6.404 art. 216)

Exit routes for a foreign investor in a Brazilian company, with the main tax and timing points (rules cited above).

Worked example

Sale to a Brazilian buyer. A foreign parent outside any favored tax jurisdiction sells all the quotas of its Ltda. for R$20,000,000 (about US$3,970,066), with a tax cost of R$8,000,000 (about US$1,588,026). The gain of R$12,000,000 (about US$2,382,039) is taxed on the progressive scale, which the law applies to non residents through Lei nº 9.249 art. 18: R$2,025,000 (about US$401,969). The Brazilian buyer withholds and pays it (Lei nº 10.833 art. 26) and the seller receives R$17,975,000 (about US$3,568,097), converted with zero IOF (Decreto nº 6.306 art. 15-B XVII-A). If the seller were in a favored tax jurisdiction the tax would be R$3,000,000 (Lei nº 10.833 art. 47). A tax treaty with the seller's country may change the result (see Tax treaties).
Voluntary liquidation. A Ltda. owned by a foreign parent has, after paying all creditors, R$10,000,000 (about US$1,985,033) of net assets: R$6,000,000 of paid in capital and R$4,000,000 of 2026 profits. The R$4,000,000 paid as dividends bears 10 percent withholding, R$400,000 (about US$79,401) (Lei nº 9.249 art. 10 § 4), subject to any art. 10-A credit. The R$6,000,000 returned as capital at book value creates no gain in the company (Lei nº 9.249 art. 22). The parent receives R$9,600,000 (about US$1,905,632), with zero IOF on both flows (art. 15-B XIII and XVII-A). The liquidator's final accounts are approved, the minutes are registered, and the dissent window of 30 days runs from publication (Civil Code art. 1.109).

Step by step

1. Pick the route. A sale crystallizes capital gains tax at the buyer's withholding; a capital reduction or liquidation returns capital at book value without gain but takes longer and keeps the liability tail on partners and managers.
2. Clean up first. Pay or settle tax, labor and supplier debts and run the Receita Federal fiscal situation search: the CNPJ can close with debts open, but partners and managers become jointly liable for them (Lei nº 11.598 art. 7-A; LC 123 art. 9).
3. Decide the order of cash out. Retained 2026 profits paid as dividends bear 10 percent (Lei nº 9.249 art. 10 § 4); capital returned at book value does not create a gain (art. 22).
4. For a capital reduction, approve it, publish the minutes and wait 90 days (Ltda.) or 60 days (S.A.) for creditor objections before registering and paying out (Civil Code art. 1.084; Lei nº 6.404 art. 174).
5. For a liquidation, approve dissolution, appoint the liquidator, register and publish the act, and operate as 'em liquidação' while assets are sold and creditors paid (Civil Code arts. 1.102 and 1.103; Lei nº 6.404 arts. 208 and 210).
6. Remit through an authorized FX bank with proof of any income tax paid; IOF is zero on returned capital and dividends (Lei nº 14.286 arts. 2 and 22; Decreto nº 6.306 art. 15-B).
7. Report to the Central Bank: FX remittances are captured in SCE-IED automatically; events settled without an FX contract of US$100,000 or more within 30 days; finally record the deactivation of the SCE-IED code and the closure (Resolução BCB nº 278 arts. 18 § 2, 35 and 36).
8. Approve the final accounts, register the extinction minutes at the Junta Comercial and request CNPJ closure through Redesim (event 517); the Receita Federal issues a Certidão de Baixa (IN RFB nº 2.119 art. 24).
9. Keep the documents: 10 years from liquidation of the investment for Central Bank purposes (Resolução BCB nº 278 art. 18), and expect the tax authority may still assess the closed period (IN RFB nº 2.119 art. 24 § 4).

Common traps

Closing with debts open. The registry will close the company, but owners, partners and managers become jointly liable for taxes of the period, and assessments can still come after closure (Lei nº 11.598 art. 7-A §§ 1 and 2; LC 123 art. 9 §§ 4 and 5).
Paying out before the creditor window ends. A Ltda. capital reduction for excess capital is effective only after 90 days without objection, and an S.A. reduction returning funds only 60 days after publication (Civil Code art. 1.084; Lei nº 6.404 art. 174).
Forgetting the tail after liquidation. Unpaid creditors can claim from each partner or shareholder up to what that person received in the distribution (Civil Code art. 1.110; Lei nº 6.404 art. 218).
A buyer abroad does not remove the tax. A non resident's gain on Brazilian assets is taxed even when the buyer is also non resident, and the buyer's attorney in Brazil must withhold (Lei nº 10.833 art. 26).
Selling in slices to stay in the 15 percent bracket. Partial sales of the same company's quotas or shares through the end of the following calendar year are added together (Lei nº 8.981 art. 21 §§ 3 and 4).
Holding through a favored tax jurisdiction. The rate jumps to 25 percent on the whole gain (Lei nº 10.833 art. 47).
Assuming old dividend exemption on the way out. 2026 profits distributed abroad bear 10 percent; only profits up to 2025 approved by 31 December 2025 and paid on the approved terms stay exempt (Lei nº 9.249 art. 10 §§ 4 and 5).
Leaving the Central Bank record open. The investee must record the closure and deactivate the SCE-IED code, and missing or wrong reports can block transfers (Resolução BCB nº 278 arts. 18 § 2 and 22).
Argentine counterparties. Where the seller or buyer is in Argentina, the Brazil and Argentina tax treaty (Decreto nº 87.976/1982, amended by the 2017 protocol promulgated by Decreto nº 9.482/2018) can change the capital gains and dividend outcome; check it before signing.

Sources

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