Layer 4: Corporate
Registering a Company in Brazil (CNPJ)
Every company that imports into Brazil needs a CNPJ. Here's how foreign investors register a legal entity — from choosing the right type to obtaining RADAR authorization.
Why you need a CNPJ
The CNPJ (Cadastro Nacional da Pessoa Jurídica) is Brazil's national business registry number — equivalent to an EIN (US), Company Number (UK), or Handelsregisternummer (Germany). Without it, you cannot:
- • Import goods through Brazilian customs
- • Issue invoices (Nota Fiscal) in Brazil
- • Open a Brazilian bank account
- • Apply for RADAR (import/export authorization)
- • Bid on government contracts
- • Hire employees in Brazil
Legal entity types for foreign investors
Limited Liability Company
Sociedade Limitada (Ltda.)Default choice for 90%+ of foreign companies entering Brazil. Similar to a German GmbH or US LLC.
Corporation
Sociedade Anônima (S.A.)Required for certain industries (banking, insurance). More expensive to maintain due to corporate governance requirements.
Single-Member LLC
EIRELI / SLUSociedade Limitada Unipessoal (SLU) replaced EIRELI. Good for wholly-owned subsidiaries with a single foreign shareholder.
Branch Office
Filial (Branch)Rarely used. Requires authorization by the federal government (Decreto Presidencial). The parent company is fully liable for all branch obligations.
Recommendation for most foreign companies
Choose Sociedade Limitada (Ltda.) unless you have specific reasons not to. It's the simplest, fastest, and cheapest to set up and maintain. 90%+ of foreign companies entering Brazil use this structure.
Step-by-step registration process
- Appoint a legal representative in Brazil — foreign companies must have a Brazilian resident (citizen or permanent visa holder) as their legal representative. This person signs documents and receives legal notices on behalf of the company. Many law firms offer this service.
- Obtain a CPF for foreign shareholders — every foreign individual or entity holding shares needs a CPF (Cadastro de Pessoa Física). Foreign individuals apply at Brazilian consulates abroad or through a local attorney with a power of attorney.
- Draft the Articles of Association (Contrato Social) — this document defines the company's purpose, capital structure, management, and shareholder rights. Must be in Portuguese. A Brazilian lawyer prepares this.
- Register at the Junta Comercial — the state-level Board of Trade registers the company and issues the NIRE (Número de Identificação do Registro de Empresas). Processing time varies by state: São Paulo (3–5 business days), Rio de Janeiro (5–10 days), other states (10–30 days).
- Obtain the CNPJ — after Junta Comercial registration, apply for the CNPJ through Receita Federal's online system (Redesim/Coletor Nacional). Usually issued within 1–3 business days.
- Register with state and municipal authorities — obtain the Inscrição Estadual (state tax ID, needed for ICMS) and Inscrição Municipal (municipal tax ID, needed for ISS on services).
- Register with Banco Central (CADEMP/RDE) — foreign capital invested in Brazil must be registered with the Central Bank via the RDE-IED (Registro Declaratório Eletrônico de Investimento Estrangeiro Direto). This is mandatory and enables profit repatriation.
- Apply for RADAR — RADAR authorization from Receita Federal is required before any import/export operations. Express modality allows up to USD 50,000/semester.
Required documents
From the foreign parent company
- • Certificate of incorporation (consularized at Brazilian consulate)
- • Sworn translation (tradução juramentada) of all documents
- • Board resolution authorizing the investment in Brazil
- • Power of attorney for Brazilian legal representative
- • Proof of address of the foreign company
- • Passport copies of all directors/shareholders
From the Brazilian side
- • CPF of the legal representative
- • Proof of address of the legal representative
- • Proof of business address in Brazil (lease contract)
- • Contrato Social (Articles of Association) in Portuguese
- • IPTU (property tax) of the business address
- • Professional license (alvará) from the municipality
Costs and timeline
| Item | Estimated cost | Timeline |
|---|---|---|
| Legal fees (law firm) | R$ 15,000–50,000 | — |
| Junta Comercial registration | R$ 300–1,500 | 3–30 days |
| CNPJ issuance | Free | 1–3 days |
| Sworn translations | R$ 2,000–8,000 | 5–15 days |
| Consularization / apostille | R$ 500–2,000 | 5–20 days |
| Banco Central (RDE-IED) | Free | 5–10 days |
| RADAR (Express) | Free | 2–10 days |
| Total (typical Ltda.) | R$ 20,000–60,000 | 30–60 days |
Related systems
?What is RADAR?
RADAR (Registro e Rastreamento da Atuação dos Intervenientes Aduaneiros) is Receita Federal's mandatory import/export authorization. Your Brazilian buyer needs active RADAR before any goods can clear customs. It comes in three modalities with different value limits.
RADAR & customs clearance guide?What is Siscomex?
Siscomex (Sistema Integrado de Comércio Exterior) is Brazil's electronic foreign trade system where all import and export declarations are filed. Managed by Receita Federal, it connects customs, tax authorities, and regulatory agencies in a single platform.
Customs clearance process?What is a Despachante Aduaneiro?
A despachante aduaneiro is a licensed customs broker — required for all import clearances in Brazil. They file declarations in Siscomex, classify NCM codes, pay taxes on your behalf, and handle inspections. Must hold a registration from Receita Federal.
How to choose a customs brokerOngoing obligations
- Accounting: all Brazilian companies must maintain formal accounting records (Livro Diário, Livro Razão) and file monthly tax returns (DCTF, EFD-ICMS/IPI, EFD-Contribuições)
- Annual income tax: corporate income tax (IRPJ at 15% + 10% surcharge on profit above R$ 240k/year) and social contribution (CSLL at 9%)
- Transfer pricing: transactions between the Brazilian entity and its foreign parent must follow arm's-length rules (Lei 14.596/2023 aligned with OECD)
- Banco Central: annual declaration of foreign capital (Census of Foreign Capitals) if assets exceed R$ 100 million
- Annual meeting: Ltda. companies must hold at least one quotaholders' meeting per year to approve financial statements