Open a company in Brazil as a foreigner

Yes. Brazilian law allows foreign individuals and foreign companies to be partners in a Brazilian company. The most common structure for small and mid-sized operations is the limited liability company (sociedade limitada, "Ltda."), in which each partner's liability is limited to the value of their quotas, with all partners jointly responsible for paying in the full share capital.

Living outside Brazil does not prevent you from being a partner or even the administrator of the company. Under the business registry rules (IN DREI 81/2020), an administrator resident abroad must appoint an attorney-in-fact resident in Brazil with powers to receive summons and notices, for at least three years after the end of the term. A partner resident abroad can sign the incorporation documents electronically or through an attorney-in-fact and, as a rule, the Federal Revenue Service requires a legal representative in Brazil for partners domiciled abroad (IN RFB 2119/2022, article 14).

Owning a company does not by itself give you the right to live or work in Brazil. Visas and residence permits are immigration matters with their own requirements, handled by lawyers.

When the entrepreneur lives outside Brazil, Escalei opens the company in the state of São Paulo and defines the structure and the location where it is opened. The state of São Paulo is where our team operates, which allows us to handle the registration steps directly.

This is different from what we recommend to Brazilian companies based in other states: when in-person procedures are required, they should consider opening the company with a local accounting firm and transferring the accounting afterwards.

The table below summarizes the usual components and who takes care of each one. It is a general overview: the final list depends on your case and is confirmed before the process starts.

The CPF (Cadastro de Pessoas Físicas) identifies individuals before the Brazilian Federal Revenue Service. As a rule, every individual partner of a Brazilian company needs one, including foreigners who have never lived in Brazil. Without a CPF, the partner cannot be registered in the company's corporate documents.

Obtaining the CPF for a foreigner is handled by immigration lawyers who partner with Escalei, and we put you in touch with them. Escalei does not provide this service itself.

When a partner or the administrator lives abroad, a person resident in Brazil usually needs to hold a power of attorney to act on their behalf. The powers required depend on the role: for an administrator abroad, they include receiving summons and notices; for partners, the requirements of the business registry and the Federal Revenue Service apply. The power of attorney defines exactly what that person can and cannot do, and its content should be defined by a lawyer for your case.

Escalei can assess the possibility of providing the attorney-in-fact. Whether this is possible depends on the scope of the operation and the needs of each client, and the powers granted are always limited to what is written in the power of attorney and in the contract.

An accountant and an attorney-in-fact are different roles. The accountant is responsible for bookkeeping and tax compliance; the attorney-in-fact represents the partner under the powers granted.

Every Brazilian company needs a registered address, which is also its fiscal domicile for tax authorities. Escalei does not provide this address. We put you in touch with partner coworking spaces in the state of São Paulo that offer business addresses for company registration.

Not every address is suitable for every activity. Municipal zoning rules and the type of business determine whether a given address can be used, so this is validated before incorporation. A fiscal address is also not a warehouse: if you sell physical products, where inventory is stored is a separate logistics and tax decision.

Brazil has three main tax regimes for companies. Simples Nacional is a simplified regime for smaller companies, but the law does not allow it for companies with a partner domiciled abroad (Lei Complementar 123/2006, article 17, II). A foreign-owned company whose partners live outside Brazil therefore chooses between the other two:

• Lucro Presumido (presumed profit): income taxes are calculated on a percentage of revenue defined by law, regardless of the actual margin.
• Lucro Real (actual profit): income taxes are calculated on the profit actually earned, and federal taxes on revenue (PIS and COFINS) work with a credit system. It requires more detailed bookkeeping and can be more efficient for operations with lower margins or high costs. Under Brazil's tax reform, PIS and COFINS are replaced by the CBS from 2027.

The right choice depends on margin, costs, products and the states where you sell, and it is analyzed with numbers before incorporation. Lucro Real is one of Escalei's specialties; you can read more about it on our Lucro Real page (in Portuguese).

Many foreign founders open a Brazilian company to sell to Brazilian consumers through their own online store or through marketplaces such as Mercado Livre, Amazon and Shopee. Once incorporated and regularized, with a CNPJ, a State Registration and the setup to issue NF-e (Brazilian electronic invoices), the company can sell like any other Brazilian company.

Selling goods in Brazil involves state VAT (ICMS), interstate rules such as DIFAL, and in some products tax substitution (ICMS-ST). E-commerce accounting is Escalei's core specialty: we analyze product classification, invoices by sales channel and the reconciliation of marketplace payouts. More details are on our e-commerce accounting page (in Portuguese).

Registering and approving a seller account on each platform follows the platform's own rules. Escalei structures the Brazilian company and its tax side; it cannot guarantee approval by a marketplace.

1. Initial assessment. We review your nationality, residence, partners, activity and sales model, and confirm what your case requires.
2. CPF and legal matters. When partners do not have a CPF, we introduce the partner immigration lawyers who handle it.
3. Attorney-in-fact and address. The attorney-in-fact is defined, and we introduce the partner coworking spaces for the fiscal address.
4. Structure and tax regime. Escalei defines the corporate structure, recommends the CNAE activity codes, share capital and tax regime for the partners' decision, and prepares the incorporation documents.
5. Registration. The company is registered, receives its CNPJ and, when applicable, its State Registration and setup to issue invoices.
6. Ongoing accounting. From then on, Escalei handles the bookkeeping, tax calculation and compliance obligations every month.

Government fees and third-party costs, such as the lawyers' and coworking fees, are separate from Escalei's fees. The government fees identified for your structure are informed before the work begins; partners quote their own services.

Short answers about CPF, attorney-in-fact, fiscal address, fees and our services are in the FAQ in English. To learn who is behind Escalei, see about us (in Portuguese) and how to verify our registration (in Portuguese).