Can a Foreigner Own 100% of a Company in Brazil?

Legal Rules, Practical Challenges, and How to Succeed with the Right Partner

By Pontes Vieira Advogados – Experts in Corporate, Tax and International Investment Law

1️⃣ Why Foreign Investors Look to Brazil — and Why They Need Local Expertise

Brazil is one of the largest and most promising markets in the world, with over 200 million consumers, a sophisticated industrial sector, and expanding opportunities in technology, renewable energy, agribusiness, and infrastructure.

Yet many foreign entrepreneurs hesitate when facing their first question:

“Can I, as a foreigner, own a Brazilian company outright?”

The short answer is yes — Brazil allows 100% foreign ownership in most sectors.But the real challenge lies in understanding how to structure your company correctly within Brazil’s legal, tax, and administrative frameworks.

That’s where a trusted local law firm like Pontes Vieira Advogados becomes indispensable.

2️⃣ The Legal Framework for Foreign Ownership in Brazil

✅ Full Ownership is Allowed

Brazilian law generally does not restrict foreign ownership.Both individuals and legal entities domiciled abroad can hold 100% of the capital of a Brazilian company, without the need for a Brazilian partner.

This means an investor from New York, Paris, Dubai, or Tokyo can:

• Create a new company (LTDA);

• Acquire an existing Brazilian company;

• or Establish a local subsidiary of a foreign parent company.

Exceptions

Certain sectors are partially restricted to foreign control, such as:

• Media and broadcasting;

• Aviation (limited participation rules for international carriers);

• Rural land ownership and areas near national borders;

• Nuclear energy and postal services.

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Pontes Vieira Advogados conducts pre-investment due diligence to identify any sectoral limitations and propose alternative legal solutions — such as joint ventures or local representation — to ensure compliance.

3️⃣ The Practical Requirements for a Foreign-Owned Company

Even though 100% foreign ownership is allowed, Brazilian law requires local representation and proper registration to operate legally, your company must meet three fundamental conditions:

1. Appoint a Legal Representative in Brazil

Every foreign partner or shareholder must designate a Brazilian resident (individual) as a legal representative.This person is empowered to:

• Receive official notifications;

• Represent the foreign investor before tax and regulatory authorities;

• Sign incorporation and registration documents.

Pontes Vieira Advogados can act as or provide the trusted legal representative, ensuring full compliance while protecting the investor’s interests.

2. Register Foreign Capital with the Central Bank

All foreign investments must be registered through the Central Bank of Brazil (BACEN) in the RDE-IED system (Registro Declaratório Eletrônico – Investimento Estrangeiro Direto).

This registration:

• Legalizes the inflow of funds into Brazil;

• Allows future repatriation of profits and capital;

• Ensures compliance with Brazil’s anti-money-laundering regulations.

Failure to register correctly can result in penalties or restrictions on remittances abroad — a risk our team helps you avoid through precise regulatory management.

3. Maintain a Registered Business Address in Brazil

To obtain a CNPJ (Taxpayer Identification Number), your company needs a physical or virtual address in Brazil.Pontes Vieira Advogados assists clients in:

• Selecting an appropriate state and city (considering tax and regulatory advantages);

• Registering the company with the Commercial Board (Junta Comercial);

• Handling municipal and state licenses.

  
  

4️⃣ Choosing the Right Corporate Structure: LTDA or S.A.?

LTDA (Limited Liability Company)

The LTDA is the most common format for foreign investors.It offers simplicity, flexibility, and limited liability.

Key advantages:

• No minimum capital requirement;

• Can be managed by partners or third parties;

• Easier profit distribution;

• Allows single-member ownership (EIRELI structure was replaced by “single-member LTDA”).

Considerations:

• The administrator must be a Brazilian resident;

• Modifications to the Articles of Association must be filed publicly.

Our firm helps investors draft robust Articles of Association that protect control, define partner rights, and structure tax efficiency.

S.A. (Corporation)

The S.A. structure is ideal for larger investments or companies seeking multiple shareholders or future capital markets access.

Key features:

• Capital divided into shares;

• Requires at least two shareholders;

• Must pay at least 10% of capital at incorporation;

• Subject to corporate governance and transparency rules.

The S.A. offers more flexibility for foreign groups, especially when the Brazilian company is a subsidiary of a global holding structure.

5️⃣ The Taxation Perspective: Planning Before Incorporation

A common misconception among foreign investors is that tax planning can wait until after incorporation in Brazil. In Brazil, the opposite is true.

Selecting the right tax regime from day one can significantly affect profitability.

Main Regimes:

• Simples Nacional: Simplified regime (not available to companies with foreign shareholders).

• Lucro Presumido: Predictable tax based on presumed profit margins (ideal for stable cash flow businesses).

• Lucro Real: Based on actual accounting results (mandatory for large or complex operations).

Pontes Vieira Advogados performs pre-incorporation tax simulations to determine the most efficient structure — reducing risk and optimizing returns.

6️⃣ Common Investor Challenges — and How We Solve Them

Investor Concern	Pontes Vieira Solution
“I’m worried about bureaucracy.”	We handle every step: documentation, registration, tax ID, and licensing.
“I don’t have a local partner or representative.”	Our firm provides full legal representation under Brazilian law.
“How do I repatriate profits?”	We register your investment with BACEN to ensure free remittance abroad.
“Brazil’s tax system seems too complex.”	We build a tax roadmap aligned with your business model and international treaties.
“I want to operate remotely.”	We offer secure digital governance, remote voting, and annual compliance services.

7️⃣ Real Expertise: How Pontes Vieira Advogados Supports Foreign Clients

For over 1 decade, Pontes Vieira Advogados has helped international investors establish and grow their businesses in Brazil.We combine deep technical expertise in corporate, tax, and international law with a clear understanding of how foreign clients think and operate.

What Makes Us a Trusted Partner

• Bilingual legal services (English, French, Portuguese);

• Proven track record assisting clients from Europe, North America, Asia, and the Middle East;

• Full-service support: incorporation, tax structuring, compliance, and M&A;

• Close collaboration with accounting and banking partners;

• Personalized and transparent communication with our senior attorneys.

We don’t just open companies — we build lasting partnerships that make your investment in Brazil safe, compliant, and profitable.

✉️ Ready to Own a Company in Brazil?

If you are considering expanding your business to Brazil, the best first step is to talk with an experienced legal partner who understands both Brazilian law and international business culture.

At Pontes Vieira Advogados, we turn complex regulations into clear, actionable strategies — so you can focus on what matters most: growing your investment.

📩 Contact us at : iurevieira@pontesvieira.com.br to schedule a confidential consultation with one of our international business law experts.