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Your first 90 days doing business in Brazil: a step by step setup plan

Last verified: 2026-10-27 · Status: Stable

Setting up in Brazil takes three tracks run in parallel: the foreign parent's tax registration and resident representative, the Brazilian company's registration at the state commercial registry, and the Central Bank and beneficial owner filings before money moves. The registry step itself is fast (22 hours on average nationally in September 2026) and costs a few hundred reais; the time goes into apostilled documents, the CNPJ for the parent and bank onboarding. A realistic plan is about 90 days from mandate to first payroll.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.3346 per US dollar for 27 October 2026, the rate published on the day this page was verified. Conversions are for orientation only; the rate on the day of each FX contract will differ.

Key facts

National average time to open a company	22 hoursMapa de Empresas, Ministério do Desenvolvimento, Indústria, Comércio e Serviços, as of 2026-09-30 · in force
Companies opened in less than one day	74.2 %Mapa de Empresas, as of 2026-09-30 · in force
Registration fee for Ltda. articles, São Paulo	273.55 BRLPortaria JUCESP nº 74/2026, Annex I item 2.1, as of 2026-07-28 · in force
Registration fee for S.A. incorporation documents, São Paulo	583.98 BRLPortaria JUCESP nº 74/2026, Annex I item 3.1, as of 2026-07-28 · in force
Federal fee to open a branch of an authorized foreign company (JUCESP collection)	240.00 BRLPortaria JUCESP nº 74/2026, Annex I item 5.1, as of 2026-07-28 · in force
Days to file signed corporate acts for registration with retroactive effect	30 daysCivil Code art. 1.151 § 1, as of 2026-10-27 · in force
Foreign shareholder must register in the CNPJ	Yes textIN RFB nº 2.119 art. 4 § 2, as of 2026-10-27 · in force
Foreign shareholder must appoint a representative domiciled in Brazil	Yes textIN RFB nº 2.119 art. 6 § 1; Lei nº 6.404 art. 119, as of 2026-10-27 · in force
Foreign company owned subsidiary may use Simples Nacional	No textLC 123 art. 3 § 4 I and II, as of 2026-10-27 · in force
FDI transfer reporting threshold	100000 USDResolução BCB nº 278 art. 32 I, as of 2026-10-27 · in force
FGTS deposit	8 % of payLei nº 8.036 art. 15, as of 2026-10-27 · in force

The rule

1. Brazil is party to the Hague Apostille Convention: public documents from another party state need only an apostille issued by that state's competent authority, not consular legalization.
Cost to do it: Apostille fees are charged by the issuing country; Brazil charges nothing to accept them.Decreto nº 8.660 of 29 January 2016 (promulgates the Convention of 5 October 1961), Art. 1; Convention arts. 2 and 3, 2016-01-29 official text · verified 2026-10-27

2. A foreign entity that will hold shares or quotas in a Brazilian company must itself register in the CNPJ (national legal entity registry). Its CNPJ representative must be an attorney in fact or legal representative domiciled in Brazil with powers to manage its assets and rights in the country and represent it before the Federal Revenue. A representative or partner without a valid CPF or CNPJ blocks the registration.
Cost to do it: IN RFB nº 2.119 sets no registration fee; the main costs are the resident attorney in fact and sworn translations, priced by private providers.Instrução Normativa RFB nº 2.119 of 6 December 2022, Art. 4 § 2; art. 6 § 1; art. 21 items I and II, 2022-12-06 official text · verified 2026-10-27

3. A shareholder resident or domiciled abroad must keep a representative in Brazil with powers to receive service of process in suits under the Corporations Law.Lei nº 6.404 of 15 December 1976 (Corporations Law), Art. 119, 1976-12-15 official text · verified 2026-10-27

4. A limited liability company (Ltda.) may be formed by one or more persons, so a foreign parent may own 100 percent. Each quotaholder's liability is limited to its quotas, but all are jointly liable until the capital is fully paid in.Lei nº 10.406 (Civil Code), § 1 included by Lei nº 13.874 of 20 September 2019, Art. 1.052, caput and § 1, 2019-09-20 official text · verified 2026-10-27

5. Business companies register with the state commercial registry (Junta Comercial). Documents must be filed within 30 days of being signed; if filed later, registration only takes effect from the date it is granted, and those obliged to file answer for losses caused by delay.
Cost to do it: São Paulo 2026: articles of a Ltda. R$273.55 (about US$51.28), or R$218.99 (about US$41.05) for a micro or small enterprise; incorporation documents of an S.A. R$583.98 (about US$109.47); federal fee for opening a branch of a foreign company authorized to operate R$240.00 (about US$44.99) plus the state fee for its legal type (Portaria JUCESP nº 74 of 28 July 2026, Annex I items 2.1, 2.2, 3.1 and 5.1).
Example: Signing the articles on 1 March and filing on 20 March keeps the company's existence effective from 1 March; filing on 15 April means it exists only from the registration date. / The filing fee for a Ltda. in São Paulo, R$273.55, is about US$51.28.Lei nº 10.406 (Civil Code), Art. 1.150; art. 1.151 §§ 1 to 3, 2002-01-10 official text · verified 2026-10-27

6. A company with another legal entity in its capital, or that is a branch or representation of a foreign company, cannot be a micro or small enterprise and cannot use the Simples Nacional regime, whatever its revenue. A foreign owned subsidiary therefore pays under the presumed or actual profit regimes.
Cost to do it: This also means the lower micro or small enterprise registry fee (R$218.99 in São Paulo) is generally not available to a subsidiary owned by a foreign company.Lei Complementar nº 123 of 14 December 2006, Art. 3, § 4 items I and II, 2006-12-14 official text · verified 2026-10-27

7. Anyone may carry on a low risk economic activity without any prior public act of release (license, permit or authorization). Regulated or higher risk activities still need them.Lei nº 13.874 of 20 September 2019 (Economic Freedom Law), Art. 3, item I, 2019-09-20 official text · verified 2026-10-27

8. Money entering or leaving Brazil must go through an institution authorized to operate in the FX market. A foreign direct investment transfer of US$100,000 or more must be reported in the Central Bank's SCE-IED system, and the receiving company and non resident investor must be identified in SCE-IED before the first reportable transfer.
Cost to do it: The Central Bank charges no fee for SCE-IED; banks charge FX spreads and IOF applies (see FX section).
Example: Capital of R$600,000 wired from abroad converts to about US$112,473, above the US$100,000 trigger, so identification in SCE-IED must come first. / Any single transfer of US$100,000 or more triggers SCE-IED reporting.Lei nº 14.286 of 29 December 2021; Resolução BCB nº 278 of 31 December 2022, as amended by Resolução BCB nº 348 of 17 October 2023, Lei nº 14.286 art. 14; Res. 278 art. 32 item I and art. 34 § 1, 2023-10-17 official text · verified 2026-10-27

9. Foreign entities obliged to hold a CNPJ must file the beneficial owner form (e-BEF) within 30 days of CNPJ registration or of any change in beneficial owners, and otherwise once a year by the last day of the calendar year.
Cost to do it: IN RFB nº 2.119 sets no filing fee; missing or wrong information suspends the CNPJ (see entities/beneficial-ownership).Instrução Normativa RFB nº 2.119, art. 55-A included by Instrução Normativa RFB nº 2.290 of 30 October 2025, Art. 55-A items I and II, 2025-10-30 official text · verified 2026-10-27

10. From the first payroll, the employer must deposit 8 percent of each employee's monthly pay into the employee's FGTS account by the 20th day of the following month.
Cost to do it: 8 percent of gross pay, on top of salary.
Example: On a R$10,000 monthly salary the FGTS deposit is R$800.00. / About US$149.96 on a salary of about US$1,874.55.Lei nº 8.036 of 11 May 1990, art. 15 as worded by Lei nº 14.438 of 2022, Art. 15, caput, 1990-05-11 official text · verified 2026-10-27

11. From 1 October 2026 a company based in Brazil with direct non resident shareholding may hold a foreign currency deposit account in Brazil, and transfers to and from it need no FX contract.Resolução BCB nº 575 of 18 June 2026, amending Resolução BCB nº 277, Res. 277 art. 70 item XIV and sole paragraph; Res. 575 art. 4, 2026-06-18 official text · verified 2026-10-27 · changed: New option from 1 October 2026.

Days	Track	Action	Legal anchor	Official cost
1 to 15	Parent	Board resolution, power of attorney to a resident attorney in fact, apostille and sworn translation	Decreto nº 8.660; IN RFB nº 2.119 art. 6 § 1	Apostille fee set abroad
10 to 30	Parent	CPF for the attorney in fact and any foreign individual officers; CNPJ for the foreign parent	IN RFB nº 2.119 arts. 4 § 2 and 21	No fee set in IN RFB nº 2.119
20 to 35	Subsidiary	Sign articles of association; file at the Junta Comercial within 30 days of signing	Civil Code arts. 1.150 and 1.151	R$273.55 in São Paulo
20 to 40	Subsidiary	CNPJ issued through the integrated Redesim flow; state and municipal tax registrations	Lei nº 11.598 art. 2; IN RFB nº 2.119 art. 4	22 hours average opening time
30 to 60	Both	e-BEF for the parent within 30 days of its CNPJ	IN RFB nº 2.119 art. 55-A	No fee set in IN RFB nº 2.119
30 to 60	Subsidiary	Bank account; SCE-IED identification of investor and company; FX contract for capital	Lei nº 14.286 art. 14; Res. BCB nº 278 arts. 32 and 34	FX spread and IOF
45 to 75	Subsidiary	Licenses only if the activity is not low risk	Lei nº 13.874 art. 3 I	Varies
60 to 90	Subsidiary	First hires: registration, payroll, FGTS deposit by the 20th of the next month	Lei nº 8.036 art. 15	8 percent of pay

A realistic 90 day plan for a foreign parent setting up a Ltda. in São Paulo. Day counts are planning estimates built around the legal deadlines cited; only the 22 hour average opening time and the fees are official figures.

Worked example

Official fees for a São Paulo Ltda. owned by a foreign parent: R$273.55 to register the articles (the R$218.99 small enterprise price is not available because LC 123 art. 3 § 4 excludes foreign owned companies). That is about US$51.28. IN RFB nº 2.119 sets no fee for the CNPJ of the parent or the subsidiary. Private costs such as the attorney in fact, accountant and sworn translations are market priced and not set by law.
Capitalization: US$200,000 at R$5.3346 is R$1,066,920. Because it exceeds US$100,000, identify the investor and the company in SCE-IED before the wire (Res. BCB nº 278 art. 34 § 1).

Step by step

1. Week 1: choose the vehicle (Ltda. for most subsidiaries; S.A. if you plan to list shares or bring in many investors) and the registered address.
2. Weeks 1 to 2: prepare parent documents (certificate of good standing, articles, board resolution, power of attorney), apostille them in the home country and order sworn translations.
3. Weeks 2 to 4: obtain CPFs and the parent's CNPJ through the resident attorney in fact.
4. Weeks 3 to 5: sign the articles and file at the Junta Comercial within 30 days of signing; the CNPJ for the subsidiary comes out of the same integrated flow.
5. Weeks 4 to 8: open the bank account, identify the investor and company in SCE-IED, then wire the capital through an FX contract.
6. Weeks 4 to 8: file the parent's e-BEF within 30 days of its CNPJ.
7. Weeks 6 to 11: obtain sector licenses only if the activity is not low risk; register for state ICMS if you sell goods.
8. Weeks 9 to 13: hire, run the first payroll and calendar FGTS, INSS and withholding deadlines (see compliance calendar).

Common traps

Signing the articles and filing late. After 30 days, the registration only takes effect from the date it is granted (Civil Code art. 1.151 § 2).
Planning on Simples Nacional. A company with a legal entity shareholder or that is a branch of a foreign company is excluded (LC 123 art. 3 § 4 I and II).
Wiring capital before SCE-IED identification. The company and investor must be identified before the first transfer of US$100,000 or more (Res. BCB nº 278 art. 34 § 1).
Choosing a representative without a valid CPF. The CNPJ application is refused (IN RFB nº 2.119 art. 21 I).
Forgetting service of process. A foreign shareholder of an S.A. must keep a representative in Brazil with powers to receive service (Lei nº 6.404 art. 119).

Sources

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