Entity Formation in Brazil

Ready for a permanent Brazilian presence? We help you incorporate the right way, choose the right tax regime, and stay alongside you for the accounting, payroll, and compliance that follow. Independent advice, including telling you when it is too early.

  • Independent advice
  • Vetted partners
  • Honest timing

What incorporating in Brazil means

A Sociedade Limitada (Ltda.) is the standard vehicle for a permanent business presence, formed by articles of association filed with the state Junta Comercial and registered for a CNPJ with Receita Federal. Larger or publicly-invested operations sometimes use a Sociedade Anonima (S.A.), with heavier disclosure obligations. When you form one, you become the legal employer and operator in Brazil, with full control and no per-employee EOR fees, in exchange for the setup time, the tax-regime choice, and the ongoing obligations.

01

Your own company

Your own Ltda. makes you the legal employer and operator in Brazil, with full control of employment terms and a local brand presence.

02

Lower cost at scale

No per-employee EOR fees. For permanent, proven headcount, owning the entity is more cost-effective than ongoing EOR arrangements.

03

We advise you on the best time to incorporate

Incorporation and CNPJ registration typically take several weeks, and you cannot employ anyone until the company is registered with the Junta Comercial. Timing the move matters, which is why many companies bridge with an EOR first.

How incorporating in Brazil works, step by step

From structuring the company to operating it compliantly.

01 — Structure & prepare

We confirm incorporation is right for you, then reserve the company name, prepare the articles of association, and arrange your registered Brazilian office address.

02 — Capital & registration

The articles of association are filed with the state Junta Comercial, where legal existence begins. There is no statutory minimum share capital for a Ltda., but the capital committed should genuinely cover the company’s stated activity.

03 — Register the company

The company is registered for a CNPJ with Receita Federal, for state ICMS if it will sell goods, and for municipal ISS if it provides services, plus the tax regime is chosen (Simples Nacional, Lucro Presumido, or Lucro Real), so you can operate and employ compliantly.

04 — Operate & stay compliant

Business bank account, then ongoing accounting, payroll, filings, and annual reporting, all of which we can run for you.

What incorporating in Brazil costs

Two kinds of cost: the one-off formation, and the ongoing operating obligations, which are shaped heavily by which tax regime you choose. Brazil’s formation cost is low; the real commitment is the ongoing compliance and the tax-regime decision. We give you a clear figure before you commit.

Share capital & formation

No statutory minimum share capital for a Ltda. Junta Comercial registration fees and accounting and legal setup support typically run into the low thousands of reais, well below the ongoing compliance cost.

Corporate tax regime

Under Lucro Real, IRPJ is 15% of taxable profit plus a 10% surtax on the portion above R$20,000 a month, plus 9% CSLL, roughly 34% combined. Lucro Presumido applies a deemed profit margin instead (8% of revenue for goods, 32% for most services) before the same rates, which can be simpler but taxes revenue even in a loss-making month. Simples Nacional folds most federal, state, and municipal taxes into one monthly payment, available up to R$4.8 million in annual revenue.

Consumption tax

State ICMS runs 17% to 20% depending on the state and goods, alongside federal PIS/COFINS and municipal ISS. 2026 is the test year of Brazil’s CBS/IBS dual-VAT reform: businesses calculate and report CBS at 0.9% and IBS at 0.1% on every transaction, offset in full against PIS/COFINS so there is no actual cash cost yet, before PIS/COFINS are abolished and full CBS collection begins in 2027.

Ongoing obligations

Accounting, monthly payroll (income tax, INSS, and the FGTS deposit), corporate tax and consumption-tax filings under the chosen regime, and annual financial statements, all of which we can manage for you.

Why form your Brazilian company through Bradford Jacobs

Why companies incorporate in Brazil through us rather than a one-off formation agent.

We advise you on the best time to incorporate

We are independent: we assess what you actually need, place you with the right vetted partner, secure pricing you will not get going direct, and stay on your side to escalate or renegotiate. You get advice, not a product pitch.

  • Independent advice
  • Vetted partners only
  • On your side at renewal

End-to-end, not just the paperwork

We do not disappear after registration. We stay on for the accounting, payroll, and compliance, so your company runs, not just exists.

  • Beyond registration
  • Ongoing compliance
  • One team throughout

The right specialists, in place

Accounting, tax, and legal partners we have vetted and worked with, coordinated for you, so the process moves, the right regime gets chosen, and nothing gets missed.

  • Vetted specialists
  • Coordinated for you
  • Nothing gets missed

Two decades of formations

Two decades forming and running entities across global markets, with the local knowledge to keep you compliant and out of the common traps.

  • Incorporations
  • Legal & tax partners
  • Traps avoided

We run it after you form it

Incorporation is the start, not the finish. We stay on for accounting, payroll, tax filings, and annual accounts, so your company operates from day one without you building a local finance function.

  • Full back office
  • Accounting & payroll
  • Annual accounts

The tax-regime choice nobody explains

A growing business hits a good quarter and someone says, let us just set up a proper Brazilian company. It sounds responsible. It usually is not yet, and the tax-regime choice at formation is harder to reverse than people expect. Here is what people expect against what happens in practice.

Employment & payroll obligations

Expectation: any tax regime can be swapped freely each year as circumstances change. Reality: Simples Nacional, Lucro Presumido, and Lucro Real are each locked in for the calendar year once elected (Simples Nacional’s own annual-revenue exit above R$4.8 million is automatic, not optional), so getting the regime wrong at formation means carrying an avoidable, higher tax bill for months before the next window to switch, discovered only once the first filings are already due.

Tax, filing & reporting obligations

Expectation: we can always reverse it. Reality: dissolving a company needs a formal dissolution filed with the Junta Comercial, tax clearance, and creditor settlement. And once it exists, the obligations do not stop: annual financial statements, monthly payroll filings including FGTS and INSS, corporate tax and consumption-tax returns under the chosen regime, and (above defined size thresholds) a statutory external audit. None of this is a reason not to incorporate. It is a reason to do it at the right time, with the right partners and the right regime already in place.

What we handle for your company

Beyond incorporation, we can run the full back office for your company.

Compliant payroll

Compliant Brazilian payroll and employment administration, issued and maintained for you.

Payroll & filings

Monthly payroll run, with income tax, INSS, and the FGTS deposit calculated, withheld, and filed each month.

Statutory benefits

All statutory benefits administered: annual leave, 13th salary, sick pay, parental leave, notice and severance.

Compliance & support

Ongoing HR compliance and a single point of contact, for the life of the engagement.

Your questions answered

Straight answers on incorporating and running a company in Brazil.

How long does it take to incorporate in Brazil?

Typically several weeks once documents, capital, and the registered address are in place, covering Junta Comercial registration and the CNPJ. You cannot legally employ anyone until registration completes, which is why timing matters and why many companies bridge with an EOR first.

No statutory minimum. In practice, the capital committed should genuinely cover the company’s stated activity, since undercapitalisation can expose the owners’ personal assets in a dispute. The real cost is the ongoing accounting, tax-regime compliance, and payroll, which we can run for you.

Yes, but a foreign individual or company needs a Brazilian tax ID (CPF or CNPJ) and, if not resident, a locally resident attorney-in-fact to receive legal notices and a Brazilian-resident manager or administrator for the company. We arrange both.

Incorporate when you have permanent, proven headcount and want full control, and the per-head savings justify the ongoing costs and the tax-regime commitment. Use EOR while you are still validating the market or need people working quickly. Most companies start with EOR and incorporate later. We advise on the crossover.

Accounting, monthly payroll (income tax, INSS, and the FGTS deposit), corporate tax and consumption-tax filings under whichever regime you chose (Simples Nacional, Lucro Presumido, or Lucro Real), and annual financial statements (plus a statutory external audit above defined size thresholds). We can run all of it so the entity stays compliant without you building a local finance function.

Yes, and it is how most companies use us. Beyond incorporation we provide ongoing accounting, payroll, and compliance, so your Brazilian company operates smoothly from day one without hiring locally for back office.

Ready to form your company in Brazil?

Tell us your plans for Brazil and we will tell you honestly whether now is the time to incorporate, then handle it end to end if it is, usually scoped within a day. No formation-mill upsell, just the right call.

Tax, company, and labour data verified July 2026 (Receita Federal, INSS/Ministerio da Previdencia, the Junta Comercial, gov.br). Figures change; we confirm the current position when we scope your formation.