Setting up a company in Brazil from Europe is entirely possible without a Brazilian partner and without relocating. The hard part is getting it right first time: a foreign partner needs Brazilian tax registration, a resident attorney-in-fact, apostilled and translated documents, Central Bank reporting of the capital and a tax regime that, with partners abroad, rules out the simplest option. This guide walks through the process in the order it actually happens.

This article is for information only and is not a substitute for advice from a lawyer and an accountant in Brazil. The rules cited were reviewed on 2 October 2026, and some tax rules are changing this very year.

The 30-second summary

  • A European individual or company can own 100% of a Brazilian company, but needs an attorney-in-fact resident in Brazil.
  • The most common vehicle is the limited liability company (LTDA), which can have a single partner.
  • Partners need a CPF (individuals) or a CNPJ (foreign companies).
  • Foreign documents need a Hague apostille and, as a rule, a sworn translation.
  • The investment is reported in the Central Bank’s SCE-IED system once the thresholds are met.
  • With a partner domiciled abroad or a corporate partner, Simples Nacional is off the table.
  • If you are not yet selling in Brazil, start with an importer.

Three ways into Brazil (only one of them is a company)

1. Selling through an importer or distributor

Your European company sells to a Brazilian company that imports, clears and resells the goods. You invoice from Europe; the importer handles customs registration, import taxes and distribution. Some Brazilian trading companies also import on behalf of a third party or to order, which gives you some control without a local entity.

It is the fastest way to validate the market, at the cost of depending on the importer for the end price and the customer relationship. If your products benefit from the EU-Mercosur agreement, check the tariff schedule for your code before negotiating.

2. Commercial representative

An agent in Brazil finds customers and earns commission, while sales are still made from Europe. Commercial agency is governed by Law 4,886/1965, which provides for compensation if the contract is terminated without just cause. Draft the contract carefully from day one.

3. Your own company (Brazilian subsidiary)

It lets you invoice in reais, import in your own name, hire staff, hold local stock and sell to large customers that require a domestic supplier. In exchange, you take on bookkeeping, monthly tax filings, an attorney-in-fact and, in practice, someone to run operations locally.

Which company type: LTDA, single-member or S.A.

Limited liability company (LTDA). The vehicle most used by foreign investors: liability limited to capital, flexible governance through the contrato social (articles of association) and lower running costs than an S.A. It is governed by the Civil Code (articles 1,052 onwards).

Single-member limited company (SLU). Since Law 13,874/2019, an LTDA can have a single partner, either an individual or a company. It is the natural choice if your European company wants to be the sole owner of the subsidiary. The old EIRELI no longer exists, and existing ones were converted into SLUs.

Corporation (S.A.). Governed by Law 6,404/1976. It makes sense if you expect outside investors or need more complex governance. For an SME entering Brazil it is usually more structure than needed.

A branch of a foreign company is also possible, but it requires federal government authorisation and is rarely used by SMEs.

Requirements for the foreign partner

CPF for individuals, CNPJ for foreign companies

  • Non-resident individual: needs a CPF, requested from abroad through Brazil’s consular network. The procedure is described on the federal service page Register for a CPF abroad (in Portuguese).
  • Foreign legal entity (for example, your Spanish S.L. or German GmbH): must register in the CNPJ as an entity domiciled abroad. Under Receita Federal Normative Instruction 2,119/2022, it is represented before the tax authority by an attorney-in-fact domiciled in Brazil, and it must disclose its ultimate beneficial owners.

Attorney-in-fact resident in Brazil

Every partner resident abroad must appoint a representative in Brazil with, at a minimum, powers to accept service of process in judicial and administrative proceedings. If the partner is a foreign company, the attorney also represents it before the Receita Federal. It can be a lawyer, an accountant or a trusted individual. A power of attorney with insufficient scope is one of the most common reasons for queries from the Commercial Registry (Junta Comercial).

Can the managing director live in Europe?

Yes. Under DREI Normative Instruction 81/2020, the administrator of an LTDA may reside abroad, provided they appoint a representative in Brazil empowered to accept service of process for at least three years after their term ends.

Possible is not the same as practical: banks, suppliers and public bodies may ask for signatures, a digital certificate or a local presence. Many companies combine a director in Europe with a local manager. If a foreign national relocates to run the business, they will need a residence authorisation, which has its own requirements.

Apostille and sworn translation

Brazil has applied the Hague Apostille Convention since August 2016, as have EU member states. European deeds, company registry certificates and notarised powers of attorney do not need consular legalisation: an apostille is enough.

In addition, documents not in Portuguese must, as a rule, be accompanied by a translation by a sworn public translator registered with a Commercial Registry, as set out, for example, by the Santa Catarina Commercial Registry. Each registry has its nuances, so confirm the list before you apostille anything.

Step by step: incorporating the company

Registration runs through Redesim, which links the Commercial Registry, the Receita Federal, states and municipalities:

  1. Define the structure and activity. Company type, partners, capital, management and activity codes (CNAE). The CNAE drives taxes, registrations and licences.
  2. Gather documents in Europe. Passports, corporate documents of the European parent (if it is a partner) and powers of attorney, apostilled and translated.
  3. Obtain CPF and CNPJ for the foreign partners. Without them, the registry will not register the company.
  4. Feasibility check. The company name is checked, and so is whether the activity is allowed at the chosen address. Whether a virtual office will do depends on the municipality and the activity.
  5. Sign the articles of association (or by-laws for an S.A.). The attorney-in-fact can sign with sufficient powers.
  6. Register with the state Commercial Registry. Once registration is approved, the new company’s CNPJ is issued.
  7. State and municipal registrations. State registration is required for ICMS taxpayers (trade, industry, importing); municipal registration and the operating licence depend on the city.
  8. Digital certificate, bank account and accountant. The e-CNPJ certificate is needed for most filings, and the accountant keeps the books and files returns.
  9. Siscomex clearance if you will import. To import in its own name, the company needs Receita Federal clearance on Siscomex, commonly known as Radar.

Reporting foreign capital to the Central Bank (SCE-IED)

Capital sent from Europe enters through a foreign exchange contract with an authorised bank and must be documented as foreign direct investment (FDI). Since Law 14,286/2021 and BCB Resolution 278/2022, it is reported in the SCE-IED system, which replaced the old RDE-IED (many guides still refer to RDE-IED). According to the Central Bank’s filer manual:

  • The receiving company is responsible for reporting, directly or through an agent.
  • Transfers linked to a non-resident investor of USD 100,000 or more (or the equivalent) must be reported.
  • Periodic declarations apply once the company reaches certain total asset levels.

The service is free of charge. Even below the threshold, document where the money came from: it makes future capital increases and profit repatriation easier.

Taxes: which regime a company with a foreign partner can use

Simples Nacional: usually not

Simples Nacional is the simplified regime for small businesses (up to BRL 4.8 million in annual gross revenue). Complementary Law 123/2006 excludes, among others, companies whose owner or partner is domiciled abroad (art. 17, II), companies with another legal entity as a partner (art. 3, § 4, I) and branches or representative offices of companies based abroad. The Receita Federal summarises this in its Simples Nacional exclusion manual.

The test is domicile, not nationality: a Spanish partner living in Brazil does not by itself trigger the exclusion, but a Spanish S.L. as a partner does. In practice, a European subsidiary will be taxed under one of the following two regimes.

Lucro Presumido (presumed profit)

Corporate income tax (IRPJ) and social contribution (CSLL) are calculated on a statutory percentage of revenue that depends on the activity. Companies with revenue of up to BRL 78 million in the previous year that are not required to use Lucro Real may opt in. It tends to pay off when the real margin exceeds the presumed one. Complementary Law 224/2025 raised the presumption percentages by 10% on the portion of revenue above BRL 5 million a year from 2026; the measure is being challenged in the courts, so check its status with your accountant.

Lucro Real (actual profit)

Tax is calculated on adjusted accounting profit. It is mandatory above the threshold above and for certain activities, and can suit companies with thin margins or early-year losses.

Dividends to Europe from 2026

Since January 2026, Law 15,270/2025 imposes, as a general rule, a 10% withholding tax on profits and dividends remitted abroad, with transitional rules for 2025 profits. How this interacts with the double tax treaty between Brazil and your country is a question for advisers on both sides.

Consumption tax reform 2026–2033: CBS and IBS

Brazil is replacing PIS, Cofins, IPI, ICMS and ISS with a dual VAT: CBS (federal) and IBS (states and municipalities), plus a Selective Tax, under Constitutional Amendment 132/2023 and Complementary Law 214/2025. Broadly:

  • 2026: test year; invoices show CBS (0.9%) and IBS (0.1%) with no actual collection, according to the Chamber of Deputies.
  • 2027: CBS comes fully into force and PIS and Cofins are abolished.
  • 2029–2032: ICMS and ISS are phased down as IBS rises.
  • 2033: the new system is complete.

A company set up now will live with two systems for several years. Choose an accountant who already works with invoicing adapted to CBS and IBS.

Timelines and costs: what drives them

We will not give you a single figure, because it varies widely. These are the factors that move the timeline and the budget:

  • Paperwork in Europe: a mistake in an apostille, translation or power of attorney means starting the cycle again.
  • CPF and CNPJ for the partners, if they do not have them yet.
  • State and municipality: each registry and each city has its own timelines and fees.
  • Activity: some require sector licences (health, environmental, fire safety).
  • Bank account: with foreign partners there are usually additional checks.
  • Running costs: accountant, attorney-in-fact, digital certificate, address and whoever operates locally. This monthly cost weighs more in the decision than incorporation itself.

Common mistakes

  • Setting up before you have sales and paying for structure while still looking for customers.
  • Assuming Simples Nacional in the business plan.
  • Choosing the wrong CNAE, which drives taxes and licences.
  • Incomplete or expired powers of attorney.
  • Not documenting the capital inflow, which complicates repatriation and capital increases.
  • Underestimating ICMS, whose rules (including tax substitution) vary from state to state.
  • Ignoring transfer pricing when the subsidiary buys from the parent: since 2024 Brazil has applied OECD-aligned rules (Law 14,596/2023).

When NOT to set up a company: sell through an importer first

Setting up a company in Brazil is a structural decision, not a test. Start with an importer or distributor if:

  • You do not yet have recurring customers or predictable volume.
  • You do not know whether your end price, after duties, taxes and channel margin, is competitive.
  • You have no one operating locally (sales, logistics, after-sales).
  • Your product needs health registrations or certifications that the importer can hold.

A good importer gives you real data on demand and price. With it, opening a subsidiary stops being a bet and becomes a decision backed by numbers. The usual path: importer, then your own representative and finally a company once volume justifies it.

Where CB Ventures fits

CB Ventures is a one-person business: Luiz Filipe Augusto, a Brazilian based in Seville. I am not a law firm or an accountancy practice: I coordinate the tax, accounting and legal specialists in Brazil I work with, so you have a single point of contact who understands both sides. I have also spent six years running international operations at IGT Motors, my own business group.

We usually start with the awkward question: whether you should set up a company now or sell through an importer first. See how we work to enter Brazil and, if you would like to review your case, write to me through the contact page. I reply by email within 24-48 hours.