Brazilian Ltda for a Foreign Parent: Tax & Capital Registration

A foreign company that has decided to open a Brazilian subsidiary usually arrives with one assumption that quietly costs it time: that incorporating in Brazil works like incorporating a subsidiary at home — file a charter, name a director, fund it, done. Brazil layers two extra requirements on top of that, and both have to be respected from day one or the structure does not function the way the parent expects.

The first is that the foreign parent itself has to exist inside the Brazilian system before it can own anything — it needs its own Brazilian tax-ID (CNPJ) as a non-resident quotaholder, a Brazilian-resident attorney-in-fact to receive legal process on its behalf, and a resident administrator to run the company. The second, and the one that catches even sophisticated parents, is the capital registration at the Banco Central. Money the parent sends to fund the subsidiary is not just “paid-in capital” the way it is at home. It has to be registered — historically through the RDE-IED, now through the SCE-IED system under the 2021 foreign-exchange law — and that registration is precisely what later lets the parent take dividends and capital back out of Brazil legally.

That is the pivot the whole setup turns on: in Brazil, the right to remit profits and repatriate capital abroad is earned at the front end, by registering the investment correctly, not negotiated at the back end when you want your money. Get the registration wrong and the cash can be stuck.

This guide is educational content prepared by the ZS Advogados Associados team for foreign companies — a US or other foreign parent, its in-house counsel, and the founders and CFOs planning a Brazilian entry. It maps the end-to-end path: entity choice, the foreign quotaholder’s CNPJ, the resident-representative and administrator requirements, drafting and registering the contrato social, the SCE-IED foreign-capital registration, and the resulting tax obligations (IRPJ, CSLL, the Lucro Real / Lucro Presumido choice, why Simples Nacional is off the table, PIS/COFINS migrating to CBS, ISS, and the 2026 dividend withholding). It complements our broader material for foreign founders — our guides on opening a company in Brazil as a foreigner, how to start a business in Brazil as a foreigner, and the CNPJ for foreigners guide — which focus on the individual-founder and CPF/CNPJ basics. The foreign-parent-company path, with corporate quotaholders and capital registration, is a different animal, and that is what this guide is about.

Should a foreign parent choose a Ltda or an S.A.?

Brazil’s two workhorse company forms are the sociedade limitada (Ltda) and the sociedade anônima (S.A.). For the overwhelming majority of foreign parents setting up a wholly-owned or majority-owned operating subsidiary, the answer is the Ltda.

The Ltda is governed by a private contrato social (articles of association) rather than a rigid statutory board structure. It has no minimum capital requirement, lighter ongoing formalities, no obligation to publish financial statements, and can be managed by one or more administrators. Liability for the quotaholders is limited to the capital, once the capital is fully paid in. It is cheaper to form and far cheaper to maintain — which is what most foreign parents want for a controlled subsidiary.

The S.A. earns its keep in a narrower set of cases: when the parent intends to raise capital from third-party investors, issue different classes of shares, set up a governance structure with a board of directors and fiscal council, or eventually list. It carries mandatory publications and heavier compliance. For a single-parent operating subsidiary, that overhead usually buys nothing.

A useful side-by-side, including how this compares to the parent’s home-country LLC, is in our Brazilian company vs. US LLC comparison.

Feature	Ltda (sociedade limitada)	S.A. (sociedade anônima)
Governing document	Private contrato social	Public estatuto social
Minimum capital	None	None (but capital structure formal)
Number of partners	1+ (single-member Ltda allowed)	2+ shareholders generally
Published financials	Not required	Required (large/public)
Governance	Administrator(s)	Board + officers, possible fiscal council
Typical use for a foreign parent	Default operating subsidiary	Capital-raising, multiple investors, listing

Speak to counsel — the choice is fact-specific. Whether a Ltda or an S.A. fits depends on your investment plan, future fundraising, sector regulation, and tax position. Treat the default above as a starting point, not a recommendation for your case.

Legal basis: the sociedade limitada is governed by the Código Civil (Lei 10.406/2002), arts. 1.052 et seq.; the sociedade anônima by Lei 6.404/1976.

Does the foreign parent need its own Brazilian CNPJ to be a quotaholder?

Yes — and this surprises people. A foreign company cannot simply be named in the contrato social and walk away. To hold quotas in a Brazilian company, the foreign parent must obtain its own Brazilian CNPJ as a non-resident legal entity.

The path runs through the Cadastro Declaratório de Não Residente (CDNR): the foreign entity is registered as a non-resident, the registration is validated by the Banco Central, and the data is then forwarded to Receita Federal, which assigns the CNPJ. This CNPJ for the parent is distinct from the CNPJ that the new Brazilian subsidiary will receive when its contrato social is registered.

To get there, the foreign parent must produce legalised and sworn-translated proof of its existence and good standing — its constitutive documents, and evidence of who is authorised to act for it. Documents executed abroad are generally apostilled (for Hague Apostille Convention countries, which include the United States) or consularised, then sworn-translated into Portuguese by a Brazilian tradutor juramentado. Getting these documents legalised is usually the slowest part of the whole project, so it should start first.

Speak to counsel — registration procedure evolves. Receita Federal and the Banco Central update the CNPJ-for-non-residents procedure and the underlying normative instructions periodically. Confirm the current event codes, forms, and CDNR steps with counsel and a Brazilian accountant before filing; do not rely on a static checklist.

Legal basis: CNPJ registration of legal entities domiciled abroad is governed by Receita Federal’s CNPJ normative instruction and the non-resident registration (CDNR) procedure, validated through the Banco Central before the CNPJ is issued.

Who must represent the foreign parent and run the company inside Brazil?

Brazil requires real, locatable people inside the country who can be served and who can manage. There are two distinct roles, and conflating them is a common error.

1. The foreign quotaholder’s attorney-in-fact (procurador). A partner domiciled abroad must appoint a representative resident in Brazil with a power of attorney granting powers to represent it before Brazilian authorities (including for the CNPJ and the corporate registry) and, critically, to receive service of process (citação) in judicial and administrative proceedings. Since a 2017 rule change, that power of attorney is generally of indefinite validity. This is what makes the foreign parent reachable by Brazilian courts and agencies.

2. The company’s resident administrator. A sociedade limitada must have at least one administrator to manage it. An administrator who actually manages the company must reside in Brazil. The administrator need not be a quotaholder — the Código Civil allows appointing a non-partner administrator — which is exactly how a foreign parent that has no individual on the ground typically solves the problem: it appoints a trusted resident manager (or a director who relocates and obtains the appropriate visa).

These two roles can be filled by the same person or by different people. A foreign parent with no Brazilian presence frequently needs both a resident procurador (to represent the parent) and a resident administrator (to run the subsidiary), and the structuring of who does what — and the immigration angle if a foreign executive will relocate — is something we set up case by case. The foreign-investor visa and business setup route matters when a foreign individual will actually live in Brazil to manage the company.

Note — do not confuse two different “authorisations”. A foreign company acting directly in Brazil through a branch needs federal Executive authorisation under the Código Civil (the art. 1.134 regime). A foreign company as a quotaholder of a Brazilian subsidiary is in a different, far more common situation — it owns a Brazilian company; it does not “operate” in Brazil itself. Most foreign parents take the subsidiary route precisely to avoid the branch-authorisation regime. Which regime applies to your plan is a legal determination, not a self-service one.

Legal basis: the sociedade limitada administrator rules are in the Código Civil (Lei 10.406/2002), arts. 1.060–1.062 (a non-partner administrator is permitted); the requirement that a partner domiciled abroad appoint a Brazilian-resident representative with powers to receive service of process derives from the same Code and corporate-registry rules; the indefinite-validity power of attorney follows the 2017 registry rule change. The branch-authorisation regime for a foreign company operating directly is in arts. 1.134–1.141.

How is the contrato social drafted and registered?

The contrato social is the foundational document. For a foreign-parent Ltda it must, among other things: identify the quotaholders (including the foreign parent with its newly-obtained CNPJ and its resident representative); state the capital and how it is divided into quotas and paid in; define the company purpose (objeto social); name the administrator(s); and set the rules for management, profit distribution, and changes.

Once drafted, the contrato social is filed and registered at the Junta Comercial (the Board of Trade) of the state where the company will be headquartered. Registration there gives the subsidiary legal existence and triggers issuance of its own CNPJ. After that come the municipal and state registrations needed to operate (the municipal inscrição for service companies that pay ISS, and the state registration for companies that sell goods and owe ICMS), any sector licences, and the corporate bank account.

The sequence in practice — apostille and translate parent documents → obtain parent’s CNPJ via CDNR/Banco Central → execute the contrato social → register at the Junta Comercial → obtain the subsidiary’s CNPJ → municipal/state registrations and licences → open the bank account → register the capital in SCE-IED — is the spine of the whole project. Our how to start a business in Brazil as a foreigner guide walks the operational steps in more depth.

Legal basis: registration of business companies at the Junta Comercial is governed by Lei 8.934/1994 (public registry of mercantile companies) and the Código Civil company provisions; the contrato social requirements for the Ltda are in arts. 997 and 1.054 of the Código Civil.

What is the SCE-IED capital registration, and why does it control remittances?

This is the section foreign parents most often underestimate, and the one that most affects whether they ever get their money back out.

When the foreign parent sends money into Brazil to fund the subsidiary’s capital, that inbound foreign direct investment must be declared to the Banco Central. The system for this is the SCE-IED — Sistema de Capitais Estrangeiros — Investimento Estrangeiro Direto. It is the modern successor to the old RDE-IED (Registro Declaratório Eletrônico — Investimento Estrangeiro Direto); the function is the same, but the system was renamed and modernised, and the registration is now declaratory and electronic, made by the Brazilian recipient company.

The legal backbone is Lei 14.286/2021, the new foreign-exchange and international-capital framework (the novo marco cambial), which replaced legislation dating to the 1930s, together with its Banco Central regulations (Resoluções BCB 277 and 278 of 2022), which took effect for foreign direct investment from November 2023.

Why it is load-bearing: the SCE-IED registration is the legal record of the foreign capital invested. That registered base is what:

• enables the lawful remittance of dividends and profits abroad to the foreign parent;
• enables the repatriation of the originally-invested capital if the parent later sells or winds down; and
• underpins the foreign-exchange transactions (the FX contracts your bank closes) for those outflows.

If the capital is not registered, or is registered late or incorrectly, the parent can find that the bank will not close the FX contract to send dividends or capital home — the money is, in practical terms, trapped. This is the single most important reason to treat the SCE-IED step as part of the setup, not an afterthought. Our companion guide on bringing money in and out of Brazil through the Banco Central covers the FX side in detail.

Speak to counsel — system names and thresholds change. The Banco Central renamed and re-platformed the foreign-capital registers under the 2021 framework, and the registration triggers, value thresholds, and periodic-reporting obligations (annual and quarterly economic-financial statements above certain asset levels) are set and updated by Banco Central regulation. Confirm the current SCE-IED procedure, deadlines, and reporting thresholds with counsel and your FX bank before relying on any specific figure.

Legal basis: the foreign-exchange and international-capital regime is Lei 14.286/2021 (the novo marco cambial), regulated by Banco Central Resoluções BCB nº 277 and nº 278 of 2022; foreign direct investment is registered in the SCE-IED system (the successor to the RDE-IED).

What taxes will the Brazilian subsidiary pay?

Once the subsidiary is operating, it sits inside Brazil’s ordinary corporate-tax system. The headline taxes on profit are:

• IRPJ (Imposto de Renda da Pessoa Jurídica) — corporate income tax at a base rate of 15%, plus an additional 10% surtax on annual taxable income exceeding R$240,000 (R$20,000 per month).
• CSLL (Contribuição Social sobre o Lucro Líquido) — social contribution on net profit, generally 9% (higher for financial institutions and insurers).

Stacked together, the standard combined rate on corporate profit is commonly described as roughly 34% for ordinary companies above the surtax threshold (15% + 10% surtax + 9% CSLL).

Those taxes are computed under one of two regimes:

• Lucro Real (actual profit) — tax on actual book profit, with adjustments. Mandatory for some activities and for companies above the revenue ceiling, and generally better when margins are thin or there are losses to carry.
• Lucro Presumido (presumed profit) — tax on a statutory presumed margin of revenue, simpler, available to companies with prior-year gross revenue up to R$78 million. Note that a 2025 reform (LC 224/2025) increased presumption percentages for larger companies, narrowing its advantage for some.

Regime	Who can use it	How profit is taxed	Typical fit
Simples Nacional	Not available when a partner is domiciled abroad (LC 123/2006 art. 17, II)	Unified simplified tax	Off the table for a foreign-parent subsidiary
Lucro Presumido	Gross revenue up to R$78M/year	IRPJ + CSLL on a presumed margin	Profitable services/trading, predictable margins
Lucro Real	Any company; mandatory above the ceiling and for certain activities	IRPJ + CSLL on actual profit	Thin margins, losses, large operations

On top of profit taxes, the company faces revenue and consumption taxes: the federal contributions PIS and COFINS, ICMS (state) on goods, and ISS (municipal) on services, plus payroll social charges. The consumption side is mid-transition — see the next section.

Speak to counsel and a Brazilian accountant — regime choice is a planning decision. Whether Lucro Real or Lucro Presumido minimises your burden depends on your margins, sector presumption percentage, and ICMS/ISS exposure, and the regime is elected annually. The figures above are the working framework as of June 2026; confirm the current rates, thresholds, and the post-LC 224/2025 presumption percentages before relying on a number.

Legal basis: IRPJ base rate and 10% surtax above R$240,000/year — RIR/2018 (Decreto 9.580/2018) and Lei 9.249/1995; CSLL — Lei 7.689/1988; Lucro Presumido revenue ceiling of R$78M and the regime rules — Lei 9.718/1998 and Lei 12.814/2013, as amended (LC 224/2025); Simples Nacional bar on partners domiciled abroad — Lei Complementar 123/2006, art. 17, II.

Why can’t a foreign-owned company use Simples Nacional?

Many foreign founders ask about Simples Nacional, Brazil’s unified small-business regime, because it is genuinely attractive — one consolidated monthly payment, lower effective rates for small companies. For a foreign-parent subsidiary, it is not available.

Lei Complementar 123/2006, art. 17, II expressly excludes from Simples Nacional any company that has a partner (sócio) domiciled abroad. Because a foreign parent is, by definition, domiciled abroad, its Brazilian subsidiary cannot opt for Simples while the foreign parent holds quotas. The subsidiary therefore lands in Lucro Presumido or Lucro Real.

There is a meaningful nuance. The bar is about being domiciled abroad, not about nationality. A foreigner who becomes a Brazilian tax resident — who lives in Brazil and is domiciled here — is not “domiciled abroad,” and a company owned by such a resident individual can be in a different position. That is the scenario our individual-founder guides address; it is distinct from a foreign company holding the quotas, which is the subject here.

Speak to counsel — domicile is the test, not the passport. Whether your structure trips the art. 17, II bar depends on who holds the quotas and where they are domiciled, which is a legal determination on your facts. Do not assume Simples is available because an individual founder is involved if a foreign entity also holds quotas.

Legal basis: Lei Complementar 123/2006, art. 17, II (exclusion from Simples Nacional of companies with a partner domiciled abroad).

How does the tax reform (PIS/COFINS → CBS) affect the subsidiary?

Brazil is mid-way through a generational consumption-tax reform. The current federal contributions on revenue — PIS and COFINS — are being replaced by the new CBS (Contribuição sobre Bens e Serviços), and the state ICMS and municipal ISS are being replaced by the IBS (Imposto sobre Bens e Serviços), in a phased transition running across the second half of the 2020s.

For a foreign parent planning a Brazilian subsidiary, the practical points are: (1) the company will, for a transition period, deal with both the old taxes and the new CBS/IBS as they phase in and the old ones phase out; (2) the reform is a value-added (non-cumulative) model, which changes how credits flow and can materially shift the effective burden depending on the sector; and (3) the headline corporate-profit taxes (IRPJ and CSLL) are not the subject of this consumption reform — they continue separately. Our dedicated guide on the CBS/IBS tax reform for foreign companies covers the transition mechanics.

Speak to counsel — the transition is moving. The CBS/IBS phase-in schedule and rates are being implemented through complementary legislation and regulation, and the precise year-by-year treatment is still settling. Confirm the live position for your sector and your start date; do not plan around a fixed rate that may shift.

Legal basis: the consumption-tax reform is anchored in Emenda Constitucional 132/2023 and its complementary legislation (the CBS/IBS framework), which progressively replaces PIS/COFINS with the CBS and ICMS/ISS with the IBS.

Does the 2026 dividend withholding apply when the subsidiary pays the parent?

Historically, dividends paid by a Brazilian company were exempt at the recipient level — a notable feature of Brazil’s system since 1996. That changed.

Lei 15.270/2025 reintroduced income tax on distributed profits. From 1 January 2026, profits and dividends paid, credited, delivered, used, or remitted abroad are subject to a 10% withholding (IRRF). For payments to non-residents — which is exactly the foreign parent’s case when its Brazilian subsidiary distributes profit upstream — the 10% withholding applies to amounts remitted abroad, with the tax due on the day the event occurs.

A transition rule preserves the old exemption for profits accrued through 31 December 2025 whose distribution was approved by 31 December 2025, provided the payment, credit, or delivery occurs by 2028. So profits banked and formally approved for distribution before the cut-off can still flow out exempt within that window.

How this interacts with the parent’s home-country taxation, with any applicable double-tax treaty (Brazil has a treaty network with many countries — though not a comprehensive income tax treaty with the United States as of June 2026), and with the SCE-IED-registered capital base, is genuinely fact-specific and is a core planning question for a foreign-parent structure.

Speak to counsel — confirm the live treatment before distributing. The 10% dividend withholding is new, its regulations and the treaty interaction are still being applied in practice, and the transition rule turns on exact approval dates and amounts. Confirm the current treatment for your specific distribution with counsel before declaring it.

US tax is outside Brazilian legal advice. Whether and how a US parent can credit Brazilian withholding, and the US treatment of a controlled foreign subsidiary, are matters of US law included here only as factual context. A US parent should retain a qualified US tax professional for the US side. Nothing here is US tax advice.

Legal basis: the 10% withholding on profits and dividends, including amounts remitted abroad to non-residents, and the transition rule for pre-2025 approved distributions, are in Lei nº 15.270/2025, in force from 1 January 2026.

Hypothetical illustration — not a real client.

Imagine a Delaware parent company that wants a São Paulo operating subsidiary to serve Brazilian customers. It plans to inject capital and later take dividends back to the US.

The sequence: the parent’s Delaware corporate documents and a power of attorney are apostilled and sworn-translated into Portuguese. The parent obtains its own CNPJ as a non-resident quotaholder through the CDNR and Banco Central. It appoints a resident attorney-in-fact with powers to receive service of process, and the new Ltda names a resident administrator to run it. The contrato social is registered at the São Paulo Junta Comercial, the subsidiary gets its own CNPJ, then its municipal registration (it is a services company, so ISS applies). The parent wires the capital; the inbound investment is registered in the SCE-IED at the Banco Central. The subsidiary elects Lucro Presumido for its first year, pays IRPJ and CSLL on the presumed margin, and PIS/COFINS on revenue. Simples Nacional is not an option because the Delaware parent is a partner domiciled abroad. When the subsidiary later distributes profit upstream, the SCE-IED registration is what lets the bank close the FX contract to remit it, and a 10% withholding applies to the remittance under the 2026 rules. The parent keeps its own US tax adviser for the US side.

Every distinguishing detail here is invented. Real situations turn on their own facts, dates, and documents, and require individual analysis. Nothing in this example predicts any outcome.

What are the most common mistakes?

The errors cluster around treating Brazilian setup like a home-country incorporation.

• Skipping the foreign parent’s CNPJ. The parent cannot just be named — it needs its own non-resident CNPJ (CDNR → Banco Central → Receita Federal) before it can hold quotas.
• Forgetting the resident representative. A partner domiciled abroad must have a Brazilian-resident attorney-in-fact with powers to receive service of process; without it, the parent is not properly reachable.
• Confusing the procurador with the administrator. Representing the foreign quotaholder and managing the company are two different roles; a foreign parent with no one on the ground usually needs both, with a resident administrator.
• Treating capital injection as just “paid-in capital.” Inbound investment must be registered in the SCE-IED. Skip it and dividends and repatriation can be blocked at the bank.
• Assuming Simples Nacional is available. It is barred when a partner is domiciled abroad (LC 123/2006 art. 17, II).
• Assuming dividends are still tax-free. From 2026, a 10% withholding applies to profits remitted abroad (Lei 15.270/2025), subject to the transition rule.
• Underestimating document legalisation. Apostille and sworn translation of foreign documents is slow; start it first, not last.
• Ignoring the consumption-tax transition. PIS/COFINS are migrating to CBS, and ICMS/ISS to IBS — the burden mid-transition is not static.

Foreign-parent Ltda setup at a glance

Step / obligation	What it is	Where
Entity choice	Ltda (default) vs. S.A.	—
Document legalisation	Apostille + sworn translation of parent docs & POAs	Notary / consulate + tradutor juramentado
Foreign parent’s CNPJ	Non-resident quotaholder registration	CDNR → Banco Central → Receita Federal
Resident attorney-in-fact	Represents parent; receives service of process	Power of attorney (indefinite validity)
Resident administrator	Manages the Ltda	Named in contrato social
Contrato social	Founding document	Junta Comercial (state)
Subsidiary’s CNPJ + registrations	Legal existence; tax IDs	Receita Federal; municipal/state
Foreign-capital registration	Inbound FDI declaration — enables remittance/repatriation	SCE-IED (Banco Central), Lei 14.286/2021
Profit taxes	IRPJ 15% + 10% surtax; CSLL ~9%	Lucro Real or Lucro Presumido
Consumption taxes	PIS/COFINS → CBS; ICMS/ISS → IBS	Federal / state / municipal
Dividend withholding	10% on profit remitted abroad (2026)	Lei 15.270/2025

Key terms

• Ltda (sociedade limitada) — Brazil’s limited-liability company, governed by a private contrato social; the default subsidiary form.
• S.A. (sociedade anônima) — the corporation form, used for capital-raising and multiple investors.
• CNPJ — the company / legal-entity tax-ID; the foreign parent needs its own as a non-resident quotaholder.
• CDNR — Cadastro Declaratório de Não Residente; the non-resident registration that leads to the foreign parent’s CNPJ.
• Contrato social — the Ltda’s articles of association, registered at the Junta Comercial.
• Procurador — the Brazilian-resident attorney-in-fact who represents the foreign quotaholder and receives service of process.
• Administrador — the company manager; must reside in Brazil.
• SCE-IED — Sistema de Capitais Estrangeiros — Investimento Estrangeiro Direto; the Banco Central register of foreign direct investment (successor to the RDE-IED).
• IRPJ / CSLL — corporate income tax and social contribution on profit.
• Lucro Real / Lucro Presumido — the two corporate-tax computation regimes available to a foreign-owned company.

Key takeaways

• For a foreign parent, the Ltda is the default subsidiary form; the S.A. is for capital-raising or multiple investors.
• The foreign parent must obtain its own Brazilian CNPJ as a non-resident quotaholder (via the CDNR, Banco Central, then Receita Federal) before it can hold quotas.
• The foreign quotaholder needs a resident attorney-in-fact with powers to receive service of process, and the company needs a resident administrator — two distinct roles.
• The contrato social is registered at the Junta Comercial, which gives the subsidiary its own CNPJ.
• Inbound capital must be registered in the SCE-IED (Banco Central, under Lei 14.286/2021) — and that registration is what legally enables remitting dividends and repatriating capital abroad.
• The subsidiary pays IRPJ (15% + 10% surtax) and CSLL (~9%) under Lucro Real or Lucro Presumido; Simples Nacional is barred when a partner is domiciled abroad (LC 123/2006 art. 17, II).
• PIS/COFINS are migrating to CBS and ICMS/ISS to IBS under the consumption-tax reform; the burden mid-transition is not static.
• From 2026, a 10% withholding applies to profits and dividends remitted abroad (Lei 15.270/2025), subject to a transition rule for pre-2025 approved distributions.

Related guides on this site

• Opening a company in Brazil as a foreigner
• How to start a business in Brazil as a foreigner
• Foreign-investor visa and business setup in Brazil
• CNPJ for foreigners in Brazil
• Brazilian company vs. US LLC: a comparison
• Bringing money in and out of Brazil through the Banco Central

How ZS Advogados can help

Setting up a Brazilian subsidiary for a foreign parent is a sequencing problem as much as a legal one: the foreign documents have to be legalised, the parent’s CNPJ has to exist before the contrato social can name it, the capital has to be registered in the SCE-IED before dividends can ever flow out, and the tax regime has to be chosen with the consumption reform and the new dividend withholding in view. A gap or a wrong order at the front end is what leaves money stuck at the back end.

Our team advises foreign companies on the Brazilian side of that path end to end — entity choice, the foreign quotaholder’s CNPJ and resident-representative structure, drafting and registering the contrato social, the Banco Central foreign-capital registration, and the corporate-tax regime, coordinating with the parent’s own home-country advisers. We work in English and Portuguese, and every matter is built on the client’s actual facts, documents, and investment plan.

• Corporate law — entity formation, the contrato social, governance, and ongoing corporate compliance
• Tax law — IRPJ/CSLL regime choice, the consumption-tax transition, and the dividend-remittance treatment
• International law — foreign-capital registration, cross-border structuring, document legalization, and the foreign-parent relationship

Book a consultation to have your specific Brazilian-subsidiary structure reviewed before you act.

Technical review by the ZS Advogados Associados team, including co-founding partner Karina Peres Silvério (OAB/SP 331.050) and founding partner Zachariah Zagol (OAB/SP 351.356). Contact: contato@zsassociados.com — +55 (18) 3908-1653 — Presidente Prudente, SP.

Sources and legal basis

• Lei nº 14.286/2021 — foreign-exchange market and international capital (Planalto)
• Lei nº 15.270/2025 — taxation of profits and dividends (Planalto)
• Lei nº 10.406/2002 — Código Civil (company and administrator rules) (Planalto)
• Lei Complementar nº 123/2006 — Simples Nacional, art. 17 (Planalto)
• Lei nº 6.404/1976 — sociedades por ações (S.A.) (Planalto)
• Emenda Constitucional nº 132/2023 — consumption-tax reform (CBS/IBS) (Planalto)
• Receita Federal — registration of legal entities domiciled abroad (CNPJ)
• Banco Central do Brasil — foreign capital and SCE-IED registration
• Receita Federal — guidance on withholding tax on profits and dividends (Dec. 2025)
• PwC — Brazil: corporate taxes on income (IRPJ, CSLL)
• PwC — Brazil: corporate other taxes (PIS/COFINS, ISS, ICMS)

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This guide is for informational and educational purposes only, in line with Provimento No. 205/2021 of the Brazilian Bar Association (OAB). It is not legal advice, an opinion, or an offer of services, does not refer to any specific case, and does not guarantee any result. It describes Brazilian law and practice; references to United States tax rules are factual context only and are not US tax advice — consult a qualified US tax professional. Rules and provisions are cited as of June 2026; changes after that date, including the consumption-tax-reform transition schedule, pending regulations on the dividend withholding, and Banco Central registration updates, are not reflected. Each situation requires individual analysis by a licensed attorney. Last updated June 2026.