Limited Liability Company/Wholly Foreign Owned Entities
- An LLC in Brazil may be incorporated with a minimum two shareholders and one director. They may be domestic or foreign nationals. A legal representative shall be appointed and be a permanent Brazilian resident. The minimal up-front capital required is USD 1 and may be completed in a relative short time period. A Limited Liability Company has no limitations on business operations.
- All Brazilian companies must have at least one individual representative who is a Brazilian resident. Most of our customers opt to appoint local staff members as registered local representatives. If required, we can provide your firm with a professional nominee.
The Brazilian Public Limited Company (SA)
- A Brazilian Public limited company must have two shareholders and three directors. All may be Brazilian or foreign national.
- The company is required to have a resident representative if the appointed directors are foreign. If required, we can provide your firm with a professional nominee. The public limited companies must appoint an auditor and provide annual financial statements.
Branch and Representative Office
- As per Brazilian Corporate law, all branches and representative offices of the international company may be 100% foreign owned if a local agent or a sponsor is hired.
- The Branches are permitted to invoice resident Brazilian customers, may sign local sales deeds and may also earn income from local customers. Before registration the Brazilian government must authorize the branch and the entity must adhere to local laws.
- Brazilian Law does not permit the representative offices to engage in direct sales within Brazil, although it does have permission for 100% ownership and control of the representative office by foreigners. Representative offices may engage in the following activities;
- Promoting and marketing for their parent company
- Market research or surveys. The company is required to hire an agent or distributor who must be a permanent resident in Brazil.
- For registration of a branch or representative office all forms of incorporation of the parent company shall be translated into Portuguese by a specialist company with government approval.
- An international company may register a branch in Brazil and invoice Brazilian customers, sign local contracts and obtain income from Brazilian residents. A local Brazilian agent is required.
- A corporation is considered a legal entity separate from its owners. It is distributed in shares and the shareholders have limited liability in case of losses. The two types of corporation are;
- Open, which use public sources to raises funds
- Closed, with only shareholders funding the corporation.