Opening a Company in Brazil as a Foreigner: the Administrator Abroad, the Central Bank Filing, and What the Setup Guides Get Wrong

Published September 23, 2026.

Yes: a foreigner can open a company in Brazil, own all of it and even be its administrator while living abroad — outside the sectors whose own rules restrict who owns or who manages. The usual vehicle is the limited liability company — the sociedade limitada, or Ltda — which the Civil Code allows with a single partner and whose chapter sets no nationality or residence requirement for partners or administrators; the only residence requirement in that chapter is for the members of a supervisory board, if the company chooses to have one. The requirement for the administrator who lives abroad is documentary, and it comes from the federal registry department, the DREI, not from the Code: under article 12 of DREI Normative Instruction 81/2020, as reworded in 2022, and item 4.5 of its Ltda manual, as reworded in 2024, the administrator files a power of attorney to a representative in Brazil, with powers to receive service of process and notices in judicial actions or administrative proceedings until at least three years after the end of the term — and the manual adds that the functions of administration cannot be delegated to that representative or to anyone else: the representative receives service; the administrator abroad still runs the company. A partner who lives abroad signs the articles electronically or through a power of attorney to a representative in Brazil, and a foreign company that is a partner proves its incorporation and legal existence. Every individual partner or administrator needs a CPF, and every corporate partner a CNPJ, before the company can be enrolled; a foreign company's CNPJ is not applied for — it follows automatically from its registration in the Central Bank's register of non-residents — but within thirty days of that enrollment the foreign company files the Receita's beneficial-owner form, the e-BEF — again within thirty days of any change, and yearly otherwise — on pain of a suspended CNPJ. There is no minimum capital. At the Central Bank the system is SCE-IED, and the one that reports is the Brazilian company receiving the investment, not the foreign investor: the company and the investor are identified before the first transfer of US$ 100,000 or more (or the first reportable movement or periodic declaration), and money that comes in through foreign exchange — like dividends and capital that go out through it — is captured automatically from the exchange system. Inside the SCE-IED, the 30-day deadline is article 36's, for movements outside the exchange system — capital paid in with assets, conversions of remittable rights, international contributions of shares, and distributions, purchases of quotas from residents or sales to them, returns of capital and capitalizations not made through exchange; conversions between investment and foreign credit have their own thirty days in the credit system (article 25-A of Central Bank Resolution 278). Failing to report may bar the transfers related to the investment until the irregularity is cured. Foreign documents reach the Junta Comercial with consular legalization or, for public documents, an apostille, and with a translation by a sworn public translator. Opening the company gives you no visa, and no text read for this article fixes how long incorporation takes or what it costs.

The question reaches me as someone else's checklist. Can I own 100% as a foreigner? Do I need a Brazilian partner? Does the administrator have to live in Brazil? What is the minimum capital? Do I register with the Central Bank, and by when? It often comes with a page pasted in — “Every Limitada requires at least one administrator who is resident in Brazil”; “Within 30 days of the currency exchange, the investment must be registered”; “a certificate (comprovante de registro) is issued”. None of those sentences is in the governing text; a fourth — foreign shareholders' enrollment “must be completed within 30 days of the initial filing” — is half right, for a reason the guides do not give. What follows answers each question with the Portuguese text of the provision beside a working translation and a link to the source; where the texts are silent I say so and stop. It states no fee, no processing time and no tax rate, and names no other firm.

Can a foreigner open a company in Brazil? What the law allows — and the four points the guides get wrong

The four points the guides most often get wrong when they explain how to open a company in Brazil as a foreigner are the administrator who lives abroad, the partner's tax number, the Central Bank filing and its deadline, and what the power of attorney does.

The rules that decide whether a foreigner can open a company in Brazil live in four places — the Civil Code, the DREI's instruction and manual, the Receita Federal's CNPJ instruction and the Central Bank's (BCB) Resolution.

Owning 100%: the foreign partner, the CPF and the CNPJ

The Civil Code's chapter on the limited liability company — articles 1,052 to 1,087 of Law 10,406 of 2002 — does not use the words “exterior” or “estrangeiro” once. Article 1,052, § 1, added in 2019, settles the question most readers ask second: A sociedade limitada pode ser constituída por 1 (uma) ou mais pessoas. There is no requirement of a Brazilian co-owner; 100% foreign ownership is the ordinary case.

The DREI's manual for the Ltda — Annex IV to DREI Normative Instruction 81 of 2020, the rulebook the state commercial registries, the Juntas Comerciais, apply — says it in its list of who may be a partner, item 3.1: o maior de dezoito anos, brasileiro(a) ou estrangeiro(a), in full civil capacity, and, in item V, pessoa jurídica nacional ou estrangeira. Its model preamble, item 3, qualifies the individual partner (brasileiro ou estrangeiro) residente no País ou no exterior. And the foreign-exchange framework, Law 14,286 of 2021, states the principle in article 9: Ao capital estrangeiro no País será dispensado tratamento jurídico idêntico ao concedido ao capital nacional em igualdade de condições.

One qualification: article 14 of Instruction 81 tells the Junta, when a foreigner takes part in the act, to check that the activity is not among the restrições e impedimentos constantes de tabela própria nos Manuais de Registro — the restrictions and impediments in the manuals' own table. That table is not only about capital. In coastal shipping a administração deverá ser constituída com a maioria de brasileiros, ou a brasileiros deverão ser delegados todos os poderes de gerência; in mining and hydroelectric energy the company must be one que tenha sua sede e administração no País; and item 3.3, IV, of the manual bars the immigrant from administering, among others, a journalistic or broadcasting company. The sectors are outside this article; check the table for yours before deciding who owns and who manages.

The Ltda is enrolled in the CNPJ, the national register of legal entities kept by the Receita Federal, and Normative Instruction RFB 2,119 of 2022 lists what prevents that enrollment:

Art. 21. Impede a inscrição no CNPJ: I - o fato de o representante da entidade ou o seu preposto não possuir inscrição no Cadastro de Pessoas Físicas (CPF) ou de sua inscrição ser inexistente ou estar suspensa, cancelada, com titular falecido, a partir da data do falecimento, ou nula; II - o fato de integrante do QSA da entidade: a) se pessoa jurídica, não possuir inscrição no CNPJ ou de sua inscrição ser inexistente, baixada, inapta ou nula; ou b) se pessoa física, não possuir inscrição no CPF ou de sua inscrição ser inexistente ou estar suspensa, cancelada, com titular falecido, a partir da data do falecimento, ou nula;

Article 21. The following prevent enrollment in the CNPJ: I – the entity's representative or their delegate not holding an enrollment in the Individual Taxpayer Register (CPF), or their enrollment being non-existent, suspended, canceled, belonging to a deceased holder from the date of death, or null; II – a member of the entity's register of partners and administrators (QSA): a) if a legal entity, not holding an enrollment in the CNPJ, or its enrollment being non-existent, closed, unfit or null; or b) if an individual, not holding an enrollment in the CPF, or their enrollment being non-existent, suspended, canceled, belonging to a deceased holder from the date of death, or null;

So the rule is short. The QSA is the Receita's Quadro de Sócios e Administradores (QSA) — partners and administrators — so every individual in it, partner or administrator, resident or not, has a CPF (item II, “b”); every corporate partner has a CNPJ (item II, “a”); and the person who represents the Ltda in the CNPJ has a CPF (item I). The DREI's model preamble asks for the same numbers: f) CPF for the individual partner, e) CNPJ for the foreign company. How a foreign individual obtains a CPF from abroad is governed by a Receita instruction I did not read for this article; the firm's article on the non-resident bank account covers it.

A foreigner who already lives in Brazil files the Brazilian identity document with proof of residence — Instruction 81, article 11, admitindo-se, ainda, o RNE válido para esse fim — and article 16 covers holders of the Mercosur agreement's residência temporária de dois anos. This article is about the foreigner who stays abroad.

The instrument. Before anyone drafts the articles of association — the contrato social — list every partner and the future administrator with the number the CNPJ will ask for: a CPF for each individual, the administrator included; a CNPJ for each foreign company, obtained as the next sections describe.

The administrator who lives abroad: what IN DREI 81 article 12 and the Ltda manual actually require

On this question the first page of results contradicts itself — one page says Brazil “now allows” a non-resident administrator, the next that every Ltda needs a resident one — and the Civil Code does not settle it, because it does not ask. Article 1,060 reads, in full, A sociedade limitada é administrada por uma ou mais pessoas designadas no contrato social ou em ato separado. The one place in the chapter where residence appears as a condition is the supervisory board of article 1,066, whose members are sócios ou não, residentes no País. The administrator's residence appears only in article 1,062, § 2, among the details recorded when an appointment is registered.

The rule that governs the administrator abroad is administrative, and it is the DREI's. Article 12 of Instruction 81, in the wording given by DREI Instruction 112 of January 20, 2022:

Art. 12. A pessoa física, brasileira ou estrangeira, residente no exterior, que seja empresário individual, administrador ou sócio de sociedade empresária, associado de cooperativa deverá instruir o ato empresarial a ser arquivado ou arquivar em processo autônomo, procuração outorgada ao seu representante no Brasil, observada a legislação que rege o respectivo tipo societário.

Article 12. The natural person, Brazilian or foreign, resident abroad, who is a sole entrepreneur, an administrator or a partner of a business company, or a member of a cooperative, shall attach to the corporate act to be filed, or file in a separate proceeding, a power of attorney granted to their representative in Brazil, observing the legislation that governs the respective corporate type.

Read the list of people: administrador ou sócio. The administrator resident abroad is in the rule by name, and the rule asks for a document, not a change of address. A caution on the source: the DREI's consolidated PDF prints the original 2020 wording of article 12 — which did not name the administrator — immediately above the 2022 wording, with no strikethrough. The wording in force is the one stamped (Redação dada pela Instrução Normativa DREI nº 112, de 20 de janeiro de 2022), quoted above; whoever copies the first paragraph under “Art. 12.” copies a revoked text.

Article 12 says what and leaves the content of the document to “the legislation that governs the respective corporate type”. For the Ltda, the DREI's own manual supplies it, in item 4.5, on administration, in a note reworded by DREI Instruction 1 of January 24, 2024 (the 2022 note had the same content):

I. Os administradores da sociedade limitada podem ter residência no exterior. Nesse caso, deverá anexar no próprio processo ou arquivar em processo autônomo, procuração outorgada ao seu representante no Brasil, com poderes para, até no mínimo 3 anos após o término da gestão, receber citações e intimações em ações judiciais ou processos administrativos.

I. The administrators of a limited liability company may reside abroad. In that case, a power of attorney granted to their representative in Brazil shall be attached to the proceeding itself or filed in a separate proceeding, with powers to receive, until at least 3 years after the end of the term of office, service of process and notices in judicial actions or administrative proceedings.

Three elements make the rule, and a guide that keeps one and drops two has not stated it. The powers: to receive citações e intimações — service of process and official notices — em ações judiciais ou processos administrativos, in court actions and in administrative proceedings, with no limit to corporate-law matters. The time: until at least three years after the end of the administrator's term, not the length of the term. The filing: with the act itself — the articles of association that appoint the administrator — or in a separate proceeding at the Junta. No bond is required: I searched the Code's Ltda chapter, Instruction 81 and the manual for caução and found none; nor does the note make the administrator abroad depend on the contract adopting the Corporations Law as supplementary rule, a condition some pages still add.

Two related points. The administrator is a natural person: item 3.3, II, of the manual bars the pessoa Jurídica from administering a Ltda, so a foreign parent company appoints a person, who may live abroad. And a non-partner administrator is appointed under the quorum of article 1,061 of the Code — a rule about votes, not residence — and, if appointed in a separate act, must sign the term of office within thirty days (article 1,062, § 1).

The instrument. Name the administrator in the articles of association, sign the power of attorney before the articles are filed, and file both together: the administrator's power of attorney to a named representative in Brazil, with the powers of Note I written out — service and notices in judicial and administrative proceedings — and a term that runs to at least three years after the end of the administrator's term of office.

The S.A. comparison: article 146, § 2, of the Corporations Law — and why guides mix the two

Several guides that get the administrator right credit a law with changing the Ltda rule; the 2021 law changed the other company type's. Law 14,195 of August 26, 2021 rewrote article 146 of the Corporations Law, Law 6,404 of 1976, which governs the sociedade anônima, the S.A. The earlier wording, from 2011, required the directors of an S.A. to be resident in Brazil; the current text, as consolidated on the Planalto portal with the note (Redação dada pela Lei nº 14.195, de 2021), reads:

Art. 146. Apenas pessoas naturais poderão ser eleitas para membros dos órgãos de administração. […] § 2º A posse de administrador residente ou domiciliado no exterior fica condicionada à constituição de representante residente no País, com poderes para, até, no mínimo, 3 (três) anos após o término do prazo de gestão do administrador, receber: I - citações em ações contra ele propostas com base na legislação societária; e II - citações e intimações em processos administrativos instaurados pela Comissão de Valores Mobiliários, no caso de exercício de cargo de administração em companhia aberta.

Article 146. Only natural persons may be elected as members of the management bodies. […] § 2. The taking of office by an administrator resident or domiciled abroad is conditioned on the appointment of a representative resident in the country, with powers to receive, until at least 3 (three) years after the end of the administrator's term of office: I – service of process in actions brought against them under corporate law; and II – service of process and notices in administrative proceedings brought by the Securities and Exchange Commission, in the case of a management position in a publicly held company.

The S.A. rule is in a law; the Ltda rule is in the DREI's instruction and manual. The S.A. representative's powers are limited to actions com base na legislação societária and, in a listed company, proceedings of the securities regulator, the CVM; the Ltda note reaches ações judiciais ou processos administrativos without that limit. The three years after the term are common to both. Instruction 81 carries the S.A. rule into the registry in article 13, in its 2022 wording: for an administrator not resident in Brazil, a posse ficará condicionada à constituição de representante residente no País, nos termos do § 2º, do art. 146, da Lei nº 6.404, de 15 de dezembro de 1976. And the manual uses the S.A. rule for the Ltda in one case only — the Ltda that creates a board of directors, item 4.5.3, where the administrators may be foreign or resident abroad on presenting a power of attorney outorgando poderes específicos a residente no Brasil para receber citação judicial em seu nome (art. 146, § 2º, da Lei nº 6.404, de 1976).

That is the source of the confusion. The Civil Code article guides cite as “amended”, article 1,061, was reworded by Law 14,451 of 2022, not by Law 14,195, and it sets a quorum, not a residence rule. And Instruction 34 of 2017, which some guides still cite as the basis, is revoked by article 134, XVI, of Instruction 81. The DREI's own restrictions table adds to the noise: its row for the S.A. still says that the immigrant somente poderá ser diretor e membro de conselho fiscal se residir no Brasil, citing articles 146, 162 and 251 of Law 6,404. Half of that still stands: article 162 requires the members of an S.A.'s supervisory board to be pessoas naturais, residentes no País. The other half does not: the resident-director rule was in the head of article 146 in its 2011 wording, and the current head no longer contains it. The table has not caught up on the directors; this article is about the Ltda, and for an S.A. I would raise that row with the Junta before filing.

The instrument. Cite the right text for the right company. For a Ltda: Instruction 81, article 12, and Note I of item 4.5, with the Note's powers written into the power of attorney. For an S.A., or a Ltda with a board of directors: article 146, § 2, and Instruction 81, article 13 — the resident representative in place before the administrator takes office.

The power of attorney: to receive service, not to run the company

The sentence search summaries repeat is “you must appoint a Brazilian resident as your legal representative”. It is half a rule, and the missing half changes what the reader does. The same item 4.5 of the manual that allows the administrator to live abroad says, a few lines above Note I:

As funções de administração não podem ser delegadas a representante ou terceiros.

The functions of administration cannot be delegated to a representative or third parties.

So there are two people in the file, and the documents must keep them apart. The administrator manages the company and uses its name — article 1,064 of the Code reserves that to administradores que tenham os necessários poderes — and may live anywhere. The representative in Brazil is an attorney-in-fact whose job, under Note I, is to be served, so that a court or an agency can reach the administrator abroad, for three years after the term ends. A page that offers “a trusted local representative” as the answer to a supposed residence requirement for the person managing the company describes precisely the delegation the manual forbids.

Four details of the instrument are in the texts. Its term: article 12, § 3, of Instruction 81 — A procuração a que se refere o caput deste artigo presume-se por prazo indeterminado quando não seja indicada sua validade. — a presumption for the silent document, not a requirement that it be indefinite; the administrator's requirement is the three years after the term. Its signature: a foreigner domiciled abroad who is de passagem pelo Brasil — passing through Brazil — may sign it by private or public instrument (§ 2). The partner abroad: article 12 names the sócio too. The manual, item 1.2, IV, lets a partner resident abroad sign the articles electronically — Nesse caso não haverá representação, pois o próprio sócio consegue atuar no ato a ser arquivado. — and, where that is not possible, asks for a procuração com poderes específicos (constituição, alteração ou extinção) for the act, closing with A procuração ao seu representante no Brasil deverá instruir o ato a ser arquivado ou ser arquivada em processo autônomo. The manual thus ties the partner's power of attorney to the case where the partner does not sign electronically; article 12's deverá speaks of it without that condition. The texts leave that tension open, and I keep the power of attorney in the file either way. The Receita's side: when a partner is domiciled abroad and the CNPJ act is analyzed by the Receita, article 14, § 3, of Instruction 2,119 requires that o Protocolo de Transmissão deverá estar instruído com a cópia da procuração que nomeia o seu representante legal no País.

How a power of attorney is executed outside Brazil, and which wording a registry refuses, is covered in the firm's article on hiring a Brazilian lawyer from abroad and its section on general and special powers; the Junta adds its own article 15, below.

The instrument. Draft the documents separately. The administrator's power of attorney for service — to a named attorney-in-fact resident in Brazil, powers to receive service of process and notices in judicial and administrative proceedings, a term to at least three years after the end of the administration, no management powers. The partner's article 12 power of attorney to a representative in Brazil — with specific powers for the act where the partner will not sign electronically. Whoever manages the company is named administrator in the articles.

The foreign company as partner: proof of existence and the automatic CNPJ

When the partner is a company abroad — the parent of a foreign group, or a holding company — article 12, § 1, of Instruction 81, in its 2022 wording, applies the same rule and adds a document: the legal entity with its seat abroad that is a partner também se sujeita à regra do caput, e nesse caso deverá apresentar prova de sua constituição e de sua existência legal — it files the power of attorney to its representative in Brazil and proves its incorporation and its legal existence. Those are foreign documents, and they meet article 15.

Then the number (article 21, II, “a”), which the guides tell the reader to apply for — online, within a deadline. The Receita's instruction lists, in item XVI of its Annex I, among the entities that must be enrolled, those domiciled abroad that hold in Brazil participações societárias constituídas fora do mercado de capitais — shareholdings outside the capital market, which is what quotas in a Ltda are — and article 19 says how that enrollment happens:

Art. 19. A inscrição no CNPJ de entidade domiciliada no exterior nas hipóteses previstas no subitem 7 da letra "a" e na letra "b" do item XVI e no item XVII do Anexo I decorre automaticamente do seu cadastramento no Cadastro Declaratório de Não Residentes (CDNR) do Bacen, vedada a apresentação da solicitação de inscrição em unidade cadastradora da RFB.

Article 19. The enrollment in the CNPJ of an entity domiciled abroad in the cases of sub-item 7 of letter “a” and letter “b” of item XVI and of item XVII of Annex I follows automatically from its registration in the Central Bank's Declaratory Register of Non-Residents (CDNR), the filing of an application for enrollment with a Receita Federal registration unit being barred.

The foreign company does not apply for a CNPJ; it is registered in the Central Bank's CDNR — the sistema disponibilizado pelo Banco Central do Brasil em que são declaradas informações cadastrais do não residente, in article 2, X, of Resolution 278 — and the CNPJ follows. Applying at the Receita is not a slower route; it is a barred one.

The CNPJ of a foreign entity has a representative, and here the Receita asks for more than the Junta. Article 6, § 1, of Instruction 2,119: the representative in the CNPJ must be the entity's procurador ou representante legalmente constituído e domiciliado no Brasil, com poderes para administrar os bens e direitos da entidade no País e representá-la perante a RFB — domiciled in Brazil, with powers to administer the entity's assets and rights in the country and to represent it before the Receita — and § 2 asks for that person's physical and electronic address. This is not the administrator's power of attorney for service; it is the foreign company's own representation before the tax authority. And it matters later: under article 38, III, “d”, the CNPJ of an entity domiciled abroad may be declared unfit if no such representative is indicated or the one indicated cannot be located.

The enrollment brings a filing that does have thirty days — and does not end there. The same Instruction obliges foreign entities with a CNPJ to name their ultimate beneficial owners, and says when:

Art. 55. São obrigadas a prestar informações sobre beneficiários finais as entidades ou arranjos legais (trusts) domiciliados no exterior que sejam titulares de direitos, exerçam atividade ou pratiquem ato ou negócio jurídico no País para os quais seja obrigatória a inscrição no CNPJ. […] Art. 55-A. As entidades obrigadas à prestação de informação sobre seus beneficiários finais deverão apresentar o Formulário Digital de Beneficiários Finais - e-BEF: I - no prazo de trinta dias, contado das seguintes datas, para inclusão de registro e atualização cadastral: a) de inscrição no CNPJ, no caso de informação inicial; b) de alteração dos beneficiários finais da entidade; e c) em que a entidade dispensada passar à condição de obrigada à prestação da informação; ou II - anualmente, até o último dia do respectivo ano-calendário, caso não ocorra hipótese prevista no inciso I do caput.

Article 55. Entities or legal arrangements (trusts) domiciled abroad that hold rights, carry on activity or perform acts or legal transactions in the country for which enrollment in the CNPJ is mandatory are required to provide information on their ultimate beneficial owners. […] Article 55-A. Entities required to provide information on their ultimate beneficial owners shall file the Digital Ultimate Beneficial Owners Form (e-BEF): I – within thirty days of the following dates, for inclusion of the record and updating: a) of enrollment in the CNPJ, in the case of initial information; b) of a change in the entity's ultimate beneficial owners; and c) on which an exempt entity becomes required to provide the information; or II – annually, by the last day of the calendar year, if none of the cases of item I occurs.

Article 55, § 1, lists exceptions — among them listed companies, or their subsidiaries, meeting two cumulative conditions, multilateral bodies and certain collective-investment vehicles — which this article does not go through. Not filing has a consequence of the same family as the Central Bank's: under article 56 the entities that do not file the e-BEF, ou o apresentem com omissão ou incorreção, terão sua inscrição no CNPJ suspensa e ficarão impedidas de transacionar com estabelecimentos bancários, after a notice giving thirty days to regularize (§ 3); the bar on banking — not the suspension — excepts the operações necessárias ao retorno do investimento ao país de origem and obligations assumed before the suspension (§ 1); late filing carries the penalties of article 57, I, of Provisional Measure 2,158-35 (§ 4), which I did not read, and I state no amount; and proof of the e-BEF is required inclusive para fins de inscrição, alteração ou baixa no CNPJ (article 55-E). The Ltda has its own beneficial-owner duty (article 54), and article 55-G's sole paragraph sends the Ltda que possuem, no mínimo, uma pessoa jurídica no QSA to the procedure of article 55-A — while article 54, § 1, IX, excepts the sociedade limitada unipessoal from article 54 — an exception that § 2, I, rests on the presumption that seu titular já seja o beneficiário final, which a foreign company as sole owner is not. The texts read do not say in so many words how the two provisions combine in that case; the safer reading is that the e-BEF is due. So the circulating “within 30 days of the initial filing” is not baseless: it is the initial e-BEF's deadline, counted from the enrollment — not a deadline to apply for a CNPJ that cannot be applied for.

The instrument. For a foreign corporate partner, prepare three things before the articles are drafted: the proof of incorporation and legal existence, legalized or apostilled and translated; its power of attorney to a representative in Brazil for the Junta; and, for the CNPJ, a representative domiciled in Brazil with the powers of article 6, § 1. The CNPJ itself comes from the CDNR registration, not from an application; within thirty days of the CNPJ enrollment, the foreign company's e-BEF naming its ultimate beneficial owners, refiled within thirty days of any change and each year by December 31 otherwise — and, on the safer reading, the Ltda's own under article 55-G.

Minimum capital: none — and where a number does appear

The phrase “capital mínimo” does not appear anywhere in the Civil Code as compiled on the Planalto portal. The chapter on the Ltda describes the share capital without a floor: article 1,055 — O capital social divide-se em quotas, iguais ou desiguais, cabendo uma ou diversas a cada sócio. — with one prohibition in its § 2, É vedada contribuição que consista em prestação de serviços., and one guarantee in article 1,052: each partner's liability is limited to the value of their quotas, mas todos respondem solidariamente pela integralização do capital social — but all are jointly liable for paying the capital in. The DREI's manual, item 4.2, adds the form and the only floor it knows:

O capital da sociedade deve ser expresso em moeda corrente, podendo compreender qualquer espécie de bens, suscetíveis de avaliação pecuniária. […] Não é cabível a indicação de valor de quota social inferior a um centavo.

The company's capital must be expressed in local currency, and may comprise any kind of assets capable of monetary valuation. […] A quota value below one centavo cannot be stated.

One centavo per quota is the floor; the rest is the partners' decision. The single-member form that older material still mentions, the EIRELI, no longer exists: article 980-A of the Civil Code now reads (Revogado pela Lei nº 14.382, de 2022), and article 41 of Law 14,195 of 2021 transformed the existing EIRELIs em sociedades limitadas unipessoais independentemente de qualquer alteração em seu ato constitutivo.

Where a number does appear, it belongs to something else: the residence permit for investment in a company has its own Resolution and figures, set out in the firm's article on the investor visa and tax residency. The Central Bank's US$ 100,000 and R$ 100,000 are reporting triggers, not minimums. And capital that is declared but not paid in is exposed on the tax side: article 38, III, “a”, of Instruction 2,119 lets the Receita declare unfit the CNPJ of an entity without the assets or operational capacity for its object, inclusive a que não comprovar o capital social integralizado.

The instrument. Fix the share capital by what the business needs and the partners will actually pay in, in reais, with the payment schedule stated; assets contributed instead of money raise a valuation question (article 1,055, § 1) and a Central Bank one (article 36, below).

Foreign documents at the Junta Comercial: apostille, sworn translator, what is exempt

Everything the foreign partner or administrator brings from abroad — the power of attorney, the foreign company's proof of existence, its resolutions — meets one article of Instruction 81 at the Junta Comercial, the state commercial registry sometimes called the Board of Trade:

Art. 15. Os documentos oriundos do exterior, inclusive procurações, deverão ser autenticados por autoridade consular brasileira, no país de origem, e quando não redigidos na língua portuguesa, ser acompanhados de tradução efetuada por tradutor público matriculado em qualquer Junta Comercial, exceto o documento de identidade. […] § 2º A legalização consular de que trata o caput deste artigo fica dispensada no caso dos documentos públicos oriundos dos países signatários da Convenção sobre a Eliminação da Exigência de Legalização de Documentos Públicos Estrangeiros, celebrada em Haia, em 5 de outubro de 1961, aprovada pelo Decreto Legislativo nº 148, de 6 de julho de 2015 e promulgada pelo Decreto nº 8.660, 29 de janeiro de 2016. § 3º A dispensa a que se refere o parágrafo anterior fica condicionada à comprovação de que o documento foi objeto do apostilamento de que trata a referida Convenção, conforme Resolução CNJ nº 228, de 22 de junho de 2016.

Article 15. Documents originating abroad, including powers of attorney, must be authenticated by a Brazilian consular authority in the country of origin and, when not written in Portuguese, be accompanied by a translation made by a public translator registered with any Junta Comercial, except the identity document. […] § 2. The consular legalization of the head paragraph is waived for public documents originating in the countries signatory to the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, concluded at The Hague on October 5, 1961, approved by Legislative Decree No. 148 of July 6, 2015 and promulgated by Decree No. 8,660 of January 29, 2016. § 3. The waiver of the preceding paragraph is conditioned on proof that the document received the apostille provided for in that Convention, in accordance with CNJ Resolution No. 228 of June 22, 2016.

Four rules come out of it. Legalization: the head rule is authentication by the Brazilian consulate in the country of origin; the Hague apostille replaces it, but § 2 is written for documentos públicos, and § 3 makes the waiver depend on the apostille actually being there. Translation: by a tradutor público matriculado em qualquer Junta Comercial — Brazil's sworn public translator, registered with any Junta, not a translator certified abroad. Exemptions: the identity document is excepted — from the translation, on the sentence's construction; whether from legalization too, the wording does not make clear; a document drawn up by a French notary is exempt from the consular visa under the Brazil–France agreement cited in § 1, but not from translation; and a bilingual, two-column document in Portuguese and another language, by § 4 (added in 2024), é dispensada a tradução por tradutor público, exigida, porém, a consularização ou apostilamento, exceto quando a lei a dispensar — needs no sworn translation, but still needs legalization or the apostille. Stamps and seals: in the bilingual case, § 5 still has the public translator translate the stamps or seals on the original.

The instrument. For each document coming from abroad, write three columns: public or private; apostille (Hague country) or consular authentication; sworn translation or bilingual. Obtain the apostille before the document leaves its country, and order the sworn translation from a public translator registered with a Junta.

The Central Bank: SCE-IED, who files, and when

The capital a foreign partner puts into the Ltda is foreign direct investment. Law 14,286 of 2021, the foreign-exchange framework, entered into force one year after its publication in the Official Gazette of December 30, 2021 (article 29); its article 28, XVIII, “a”, revoked articles 1 to 8 of Law 4,131 of 1962; and article 10 gave the Central Bank the power to require information on foreign capital, including os responsáveis, as formas, os prazos e os critérios para a prestação de informações e as situações em que ela será dispensada. The regulation is Central Bank Resolution 278 of December 31, 2022, as amended to date.

Foreign direct investment is participação direta de não residente no capital social de sociedade no País, among other economic rights (article 2, V). The Brazilian company that receives it is the receptor, defined as qualquer entidade constituída ou organizada no País conforme a legislação brasileira aplicável (article 2, XI). The system is the Sistema de Prestação de Informações de Capital Estrangeiro de Investimento Estrangeiro Direto (SCE-IED), a sistema informatizado disponibilizado pelo Banco Central do Brasil para prestação de informações de operação de investimento estrangeiro direto (article 2, VII). The word “RDE” does not appear anywhere in the Resolution; guides still cite the “RDE-IED”, a name the Resolution does not use, and article 45 revokes earlier regulations, among them Resolution 3,844 of 2010. The investment needs no authorization — É livre a realização de operações de investimento estrangeiro direto no País (article 15); what the Resolution requires is information, and it says who owes it:

Art. 17. É responsável pela prestação de informações: […] II - o receptor, no caso de operações de investimento estrangeiro direto.

Article 17. The party responsible for providing information is: […] II – the receiving entity, in the case of foreign direct investment operations.

The receiving entity — the Brazilian Ltda — reports, not the foreign investor. Article 18 makes it keep the supporting documents até o termo final do prazo de 10 (dez) anos from the liquidation of each investor's investment and correct what is wrong, and article 20 lets the company appoint an agent — O devedor e o receptor podem constituir mandatário para incluir, consultar e atualizar as informações prestadas ao Banco Central do Brasil.

Article 32 gives three triggers: a financial transfer relating to a non-resident investor de valor igual ou superior a US$100.000,00; a movement of the kinds listed in article 36 of that value or more; and the base date of the periodic declarations of articles 38 to 40, for the companies subject to them. Below US$ 100,000 the transfer rule is not triggered; “regardless of the investment amount” reads past article 32. The order of operations is in article 34:

§ 1º O código SCE-IED é gerado automaticamente pelo SCE-IED após identificação do receptor e do investidor não residente, que devem ser informados anteriormente à primeira transferência financeira do investimento, na forma prevista no art. 32, inciso I, à primeira movimentação, na forma prevista no art. 32, inciso II, ou à primeira declaração periódica trimestral ou anual.

§ 1. The SCE-IED code is generated automatically by the SCE-IED after identification of the receiving entity and of the non-resident investor, who must be informed before the first financial transfer of the investment, as provided in article 32, item I, the first movement, as provided in article 32, item II, or the first quarterly or annual periodic declaration.

Identification comes before the money, not thirty days after it. The code then travels with the money: article 21, II, requires the information of the exchange operation to carry o código SCE-IED nas transferências financeiras de valor igual ou superior a US$100.000,00. And once it does, the flow reports itself:

Art. 35. As transferências financeiras, inclusive movimentação de recurso de interesse de terceiro em conta de não residente em reais, decorrentes do investimento estrangeiro direto são capturadas automaticamente pelo SCE-IED, tendo por base as informações disponíveis no Sistema Câmbio, nos casos de: I - ingresso de moeda; e II - remessa ao exterior de lucros e dividendos, de juros sobre o capital próprio e de retorno de capital.

Article 35. Financial transfers arising from foreign direct investment, including movements of funds of third-party interest in a non-resident's account in reais, are captured automatically by the SCE-IED, based on the information available in the Exchange System, in the cases of: I – inflow of currency; and II – remittance abroad of profits and dividends, of interest on equity and of return of capital.

Money that comes in through a foreign-exchange operation, and profits, dividends and capital that go out through one, are captured from the exchange system; the Resolution sets no deadline to report them. What the company reports is the identification before the first transfer and, periodically, the declarations: five-yearly, with base date December 31 of years ending in 0 or 5, for a receiving company whose total assets on December 31 of the previous year were em valor igual ou superior a R$100.000,00 (cem mil reais) (article 40); annual from R$ 100 million (article 39); quarterly from R$ 300 million, with base dates of March 31, June 30 and September 30 (article 38). The annual and five-yearly declarations are filed de 1º de janeiro até 31 de março do ano subsequente (article 41, II), there is no annual declaration in a five-yearly year (article 40, sole paragraph), and a company subject only to the five-yearly declaration fica dispensado do detalhamento do investimento estrangeiro direto no SCE-IED (article 34, § 2). The Central Bank's declarant manuals (article 44) were not read for this article.

A change takes effect on October 1, 2026. Resolution 575 of June 18, 2026, in force on that date by its article 4, allows a company based in Brazil with direct non-resident participation in its capital to hold a deposit account in foreign currency, and its article 1 adds to Resolution 277 that É dispensada a contratação de operação de câmbio para a transferência de recursos em moeda estrangeira de e para as contas de que trata o caput. The account's movements must arise exclusivamente de operações de crédito externo ou de investimento estrangeiro direto, and the new article 3-A of Resolution 278 limits it to those with foreign direct investment operations vigentes subject to article 32, which must attest to their bank that the SCE-IED information is declaradas e atualizadas. Converting the balance into reais is another matter: under the new article 75-B, II, a conversão para reais dos valores nelas mantidos deve ser efetuada mediante contratação de operação de câmbio. What the texts read do not say is how an investment credited to the account before that conversion — with no exchange operation, and so outside the capture of article 35, which works tendo por base as informações disponíveis no Sistema Câmbio — is reported in the SCE-IED. Resolution 575 does have the bank send the account's monthly information to the Central Bank through the Sistema Câmbio (article 80-A and Annex X, which it adds to Resolution 277), but that is the bank's report, not the company's IED declaration, and Resolution 575's amendments to Resolution 278 do not touch articles 35 and 36. A company that uses the account should settle that point against the Central Bank's instructions before the first transfer. Personal accounts are the subject of the firm's article on the non-resident bank account.

The instrument. Before the first wire of US$ 100,000 or more: the Ltda registered and in the CNPJ; the company and the investor informed in the SCE-IED — by the company or its article 20 agent — and the code handed to the bank for the exchange operation. After that, the calendar is articles 38 to 41, measured by total assets.

“30 days after the exchange” and a registration “essential for remitting profits”: what the Resolution says instead

The thirty days are real. They are in article 36, and article 36 is about something else:

Art. 36. A movimentação decorrente do investimento estrangeiro direto deve ser informada em até 30 (trinta) dias de sua ocorrência, nos casos de: I - capitalização por meio de ativos tangíveis, intangíveis ou por meio de ativos virtuais; II - conversão em investimento de direitos remissíveis para o exterior não informado como crédito externo; […] IV - conferência internacional de quotas ou ações; […] VI - distribuição de lucros e de dividendos, pagamento de juros sobre capital próprio, aquisição de residentes, alienação a residentes, restituição de capital e acervo líquido resultante de liquidação, capitalização de lucros, de dividendos e de juros sobre capital próprio e outras capitalizações, quando não realizados na forma do art. 35.

Article 36. A movement arising from foreign direct investment must be informed within 30 (thirty) days of its occurrence, in the cases of: I – capitalization through tangible or intangible assets or through virtual assets; II – conversion into investment of rights remittable abroad not informed as external credit; […] IV – international contribution of quotas or shares; […] VI – distribution of profits and dividends, payment of interest on equity, acquisition from residents, sale to residents, return of capital and net assets resulting from liquidation, capitalization of profits, dividends and interest on equity and other capitalizations, when not carried out in the manner of article 35.

Every item is a movement outside the exchange system: capital paid in with a machine, a patent or a crypto-asset; a debt owed abroad converted into quotas; quotas paid in with shares of a foreign company; and all of item VI — distributions and interest on equity, purchases of quotas from residents and sales to them, returns of capital and liquidation proceeds, capitalizations — quando não realizados na forma do art. 35, when not made in the manner of article 35 — the flows the exchange system captures. The items between them, III, V, VII and VIII, were revoked by Resolution 410 of 2024 (the brackets above mark them). The duty exists since October 1, 2024 — article 42: será devida a partir de 1º de outubro de 2024 — and, by article 32, II, for movements of US$ 100,000 or more. A foreigner who enters by buying a resident's quotas and pays outside Brazil's exchange system is inside item VI. Money that arrives by exchange is not on the list, because article 35 captures it; money credited to the foreign-currency accounts of Resolution 575 before conversion is the open case described above. “Within 30 days of the currency exchange” is therefore the article 36 deadline attached to the one case article 36 does not cover. Article 36 is not the only thirty-day rule that reaches the investor's capital: article 25-A, in the wording of Resolution 492 of 2025, requires As conversões entre operações de investimento estrangeiro direto e de crédito externo, e vice-versa to be informed in SCE-Crédito em até trinta dias após sua ocorrência — a loan from the parent turned into quotas, or the reverse. Inside the SCE-IED, the thirty days are article 36's.

Then the other half: the certificate that is “the key document for future remittances”, and “Capital return is limited to the amount registered”. The Resolution contains no certificate — I searched it for certificado and comprovante and found neither — and no provision limiting the return of capital to a registered amount. What it contains is this:

Art. 22. A inobservância das disposições relativas à prestação de informações de operação de capitais estrangeiros no País pode implicar a vedação à realização de transferências financeiras relacionadas à operação, enquanto não forem sanadas as irregularidades, sem prejuízo da aplicação de penalidades nos termos da legislação.

Article 22. Non-compliance with the provisions on providing information on foreign-capital operations in the country may result in a prohibition on carrying out financial transfers related to the operation, while the irregularities are not cured, without prejudice to the application of penalties under the legislation.

Read the verb: pode implicar — may result. Not reporting risks a bar on the transfers related to the operation — which, on my reading of article 35, II, includes remitting dividends and repatriating capital — while the irregularity lasts, plus penalties under the legislation; article 19 refers to the penalties estabelecidas na legislação e na regulamentação específica, which I did not read for this article, and I state no amount. A serious consequence — but not a rule that a bank refuses any remittance without a certificate, and not a ceiling on what can be repatriated.

The instrument. Keep a movements log for the Ltda next to its capital table. Every event on article 36's list — capital paid in with assets, a remittable right converted, quotas contributed, a dividend, capitalization, purchase from or sale to a resident, or return of capital settled outside the exchange — gets a date and a reminder thirty days later, if it reaches US$ 100,000; a loan converted into quotas, or the reverse, goes to SCE-Crédito within thirty days (article 25-A). Every exchange operation of US$ 100,000 or more gets the SCE-IED code. And each year, measure total assets on December 31 against the thresholds of articles 38 to 40.

After the company exists: taxes and dividends, and the visa question

Two questions follow the incorporation. The first is money coming back: how the profits of a Brazilian company are taxed when they are paid to a partner abroad is the subject of the firm's article on investing in Brazil as a non-resident, in its section on dividends; I do not restate it here. And the company keeps the books the Code requires of every Ltda: Ao término de cada exercício social, proceder-se-á à elaboração do inventário, do balanço patrimonial e do balanço de resultado econômico. (article 1,065) — the balance sheet that also measures the Central Bank's asset thresholds.

The second is the founder's own status. Nothing in the texts read for this article gives a visa to a partner or an administrator, and an administrator living abroad needs none to hold the office — that is what article 12 and Note I are for. Residence through investment in a company is a separate route; the firm's article on the investor visa and tax residency covers it.

What circulates online — and how I set up a foreign-owned Ltda

I have described what circulates — what a search for how to open a company in Brazil as a foreigner returns — without naming anyone, and I keep to that; each claim is answered by its provision. “Every Limitada requires at least one administrator who is resident in Brazil” — Instruction 81, article 12, and Note I of item 4.5 of the manual: Os administradores da sociedade limitada podem ter residência no exterior. “A trusted local representative” as the manager — item 4.5: administration cannot be delegated. “Since Lei 14.195/2021 amended the Código Civil (art. 1.061)” — it changed article 146 of the Corporations Law; article 1,061 is a quorum rule. That the Ltda's contract must adopt the Corporations Law as its supplementary rule before a non-resident can administer it — Note I sets no such condition; the manual uses the S.A. rule only for a Ltda with a board of directors (item 4.5.3). “Indefinite validity” — a presumption for the silent document (article 12, § 3); the administrator's rule is three years after the term. Foreign shareholders' enrollment “must be completed within 30 days of the initial filing; it involves submitting ultimate beneficial owner (UBO) information” — half right: a foreign company's CNPJ is not applied for but follows from the CDNR (Instruction 2,119, article 19), and the thirty days are the e-BEF's, counted from the enrollment (article 55-A, I, “a”); an individual partner or administrator needs a CPF. “RDE-IED” — the system is the SCE-IED (Resolution 278, article 2, VII). “Within 30 days of the currency exchange” — articles 34, § 1, 35 and 36. “Regardless of the investment amount” — article 32 and article 34, § 2. “A certificate (comprovante de registro) is issued” and “capital return is limited to the amount registered” — no such text; article 22 says “may result”. “There is no legal minimum share capital” — correct outright. The guides' sequence — name, articles of association, Junta Comercial registration and its number (the NIRE), CNPJ, state and municipal enrollments, bank account — is not disputed here; no text read fixes a step's duration or price.

How I set up a foreign-owned Ltda. First the people: partners and administrator, a CPF for every individual among them, a CNPJ for each foreign company, taken from its CDNR registration, with its e-BEF diarized for thirty days after the enrollment, after each change, and every December. Then the documents from abroad, each in article 15's columns, the foreign company's proof of existence first. Then the powers of attorney, drafted separately: the administrator's for service, with Note I's powers and the three years written in; the partner's under article 12, with specific powers for the act where the partner will not sign electronically; and the foreign company's CNPJ representative, domiciled in Brazil, with the powers of article 6, § 1. Then the articles of association: the administrator named, the capital in reais with its payment stated, the activity checked against the manuals' table. After registration and before the first wire, the SCE-IED identification and the code given to the bank; from the first month, a movements log and a year-end asset measurement.

Five mistakes we keep seeing.

1. Hiring a resident nominee administrator because a guide said the administrator must live in Brazil. The administrator may live abroad (Instruction 81, article 12; manual item 4.5, Note I). A resident named only to fill that requirement holds a management the text never required.

2. Giving the representative management powers — or a power of attorney that expires with the term. Administration cannot be delegated to the representative (item 4.5); the representative's powers are to receive service and notices in judicial and administrative proceedings, and they must last at least three years after the administrator's term ends.

3. Applying for the foreign parent's CNPJ at the Receita. For a foreign company holding quotas, the CNPJ follows automatically from its CDNR registration at the Central Bank, and the application at the Receita is barred (Instruction 2,119, article 19). And the CNPJ needs a representative domiciled in Brazil with the powers of article 6, § 1 — and the e-BEF naming the ultimate beneficial owners, within thirty days of the enrollment and of each change, and yearly otherwise (article 55-A); without it, after notice, the CNPJ is suspended and banking barred (article 56).

4. Waiting for the money to arrive before touching the SCE-IED. Identification comes before the first transfer of US$ 100,000 or more — or the first article 36 movement or periodic declaration (Resolution 278, article 34, § 1) — and the code goes on the exchange operation (article 21, II); article 36's thirty days are for movements without exchange, article 25-A's for conversions between investment and credit.

5. Treating the investor as the declarant, and the SCE-IED as a one-time registration. The receiving company reports (article 17, II), keeps the documents for ten years (article 18), and owes the periodic declarations measured by its total assets (articles 38 to 41) — the five-yearly one from R$ 100,000 of assets. Non-compliance may bar the transfers related to the operation until cured (article 22) — dividend remittances among them, on my reading of article 35, II.

The three facts that organize opening a company in Brazil as a foreigner

Stripped to its skeleton, what a foreigner needs to know to open a company in Brazil is three facts:

• A foreigner may own 100% of a Brazilian Ltda — alone, as an individual or through a foreign company — with no minimum capital; every individual partner or administrator needs a CPF and every corporate partner a CNPJ; a foreign company's CNPJ follows automatically from its registration in the Central Bank's CDNR, and within thirty days of that CNPJ enrollment — then after each change, and in a year with neither, by December 31 — the company files the e-BEF. Civil Code, articles 1,052, § 1, and 1,055; Ltda manual (Annex IV to DREI Instruction 81/2020), items 3.1, 4.2 and 4.2.2; Normative Instruction RFB 2,119/2022, articles 19 and 21, I and II, and article 6, § 1 (the foreign entity's representative, domiciled in Brazil); articles 55, 55-A, 55-G and 56 (e-BEF); Instruction 81, article 14 (the restrictions table, which in some sectors also reaches management).
• The administrator may live abroad: the DREI asks for a power of attorney to a representative in Brazil with powers to receive service of process and notices in judicial and administrative proceedings until at least three years after the end of the term — and the functions of administration cannot be delegated to that representative. Instruction 81, article 12 (wording of Instruction 112/2022), and § 1 (the foreign company partner's proof of existence); Ltda manual, item 4.5 and Note I (wording of Instruction 1/2024). For the S.A.: Law 6,404/1976, article 146, § 2 (wording of Law 14,195/2021), and Instruction 81, article 13. Foreign documents: Instruction 81, article 15 (consular authentication or apostille; sworn public translator).
• At the Central Bank the system is SCE-IED, the receiving Brazilian company reports, the company and the investor are identified before the first transfer of US$ 100,000 or more, exchange flows are captured automatically, and inside the SCE-IED the 30-day deadline is article 36's — movements outside exchange, purchases from and sales to residents included — while conversions between investment and credit have thirty days in SCE-Crédito; non-compliance may bar the related transfers until cured. Resolution 278/2022, articles 2, VII, 17, II, 21, II, 25-A, 32, 34, § 1, 35, 36, 38 to 41 and 22; Law 14,286/2021, articles 9 and 10.

Carvalho Barros Advocacia Internacional handles these files from both ends — a Brazilian practice serving clients in more than 30 countries, with investment and residence counsel that runs, for the foreigner who wants to open a company in Brazil, the sequence this article described, from the partners' tax numbers and the powers of attorney signed abroad to the Junta filing and the company's Central Bank reporting. Written communication with the firm is in English; meetings are conducted with an interpreter at no cost to the client. You can verify the author's Brazilian bar registration yourself, by the method described in hiring a Brazilian lawyer from abroad — and no promise of outcome is made or implied anywhere in this article.

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About the author

Luiz Alberto de Carvalho Barros Filho

Attorney at Law — Brazilian Bar (OAB/AL 7.530)

Brazilian attorney dedicated to private international law and cross-border taxation. Published author in the International Law Deskbook 2.0 (The Florida Bar) and contributor to the International Law Quarterly, also of The Florida Bar.

More about the firm

Legal note. This article is informational and does not replace individual legal advice, and it makes no promise as to the outcome of any registration, filing or application (Brazilian Bar Provision OAB No. 205/2021). The provisions supporting it — the Civil Code, Law No. 10,406/2002 (articles 980-A, 1,052, 1,055 and 1,060 to 1,066), as compiled on the Planalto portal; the Corporations Law, Law No. 6,404/1976 (article 146 and § 2, in the wording of Law No. 14,195/2021, and article 162); Law No. 14,195/2021 (articles 5 and 41); Law No. 14,286/2021 (articles 9, 10, 28, XVIII, “a”, and 29); DREI Normative Instruction No. 81/2020, as consolidated by the DREI through DREI/MEMP Instruction No. 1/2025 (articles 11, 12 and §§ 1 to 3, 13, 14, 15 and §§ 1 to 5, 16 and 134, XVI); its Annex IV, the Ltda Registration Manual, as amended by DREI Instruction No. 1/2024 (items 1.2, IV, 3, 3.1, 3.3, 4.2, 4.2.2, 4.5 and Note I, and 4.5.3, and the table of restrictions and impediments to foreigners); Normative Instruction RFB No. 2,119/2022 (articles 6, §§ 1 and 2, 14, §§ 3 and 4, 16, VII, 19, 21, I and II, 38, III, “a” and “d”, 54, § 1, IX, 55, 55-A, 55-E, 55-G and 56, and Annex I, item XVI, “a”, 7); Central Bank Resolution BCB No. 278/2022 (articles 2, V, VII, X and XI, 15, 17, 18, 19, 20, 21, II, 22, 25-A, 32, 34, §§ 1 and 2, 35, 36, 38 to 42, 44 and 45), in its current wording; and Central Bank Resolution BCB No. 575/2026 (articles 1, 3 and 4) — were checked against official sources on September 23, 2026, with the provisions the argument rests on named in the text itself. Portuguese passages, whether in blocks or inline, are reproduced from the official texts; English passages shown in quotation marks are the author’s working translation, except the phrases quoted from material that circulates online, which are quoted in their own English. The Portuguese is the only authoritative version, and any emphasis within the quotations is the author’s. This is an original article, not an adaptation: the firm has no Portuguese-language article on this subject, and every provision cited here was verified for this article. Method caveats and declared limits. (i) The DREI publishes Instruction 81 and its Ltda manual as consolidated PDFs in which superseded and current wordings follow one another without strikethrough; the wording cited as current is the one carrying the note of the amending instruction, and no amending instruction was compared with its Official Gazette publication. (ii) The Corporations Law was read in the Planalto consolidation, whose struck-through wordings were separated from the current one. (iii) Resolution 278 was read in the Central Bank's current multi-version text; the Central Bank's declarant manuals (article 44), Resolution 277/2022 (beyond the provisions Resolution 575 amends), Resolution 281/2022, the penalty regime to which articles 19 and 22 refer, Law No. 4,131/1962 and Circular No. 3,857/2017 were not read, and no penalty or amount is stated. (iv) The Receita Federal's instruction on the CPF, the DREI instruction on public translators, Decree No. 8,660/2016 and the practice of individual state Juntas Comerciais were not read; the sector restrictions of the manuals’ table, which reach management as well as capital, are cited only by example and not gone through; the Simples Nacional and the Resolutions of the National Immigration Council are not addressed. (v) Article 12 of Instruction 81 asks a partner resident abroad for a power of attorney without condition, while the manual (item 1.2, IV) ties it to the case where the partner does not sign the articles electronically; the article marks that tension and does not settle it. The manual’s restrictions table still prints, for the S.A., the resident-director rule that article 146 no longer contains, beside the supervisory-board residence rule that article 162 still does. Article 57, I, of Provisional Measure 2,158-35, to which article 56, § 4, of Instruction 2,119 sends late e-BEF filing, was not read. The stages of Annex XVI of Instruction 2,119, to which article 55-G sends the Ltda, were not read; how article 54, § 1, IX, meets article 55-G’s sole paragraph for a single-member Ltda owned by a foreign company is not settled by the texts; § 4 of article 14 sends the power of attorney to § 10 of article 55, which is empty in the current version read. How an investment credited to the foreign-currency account of Resolution 575 before its conversion into reais is reported in the SCE-IED is not said in the texts read. (vi) No time for incorporation, no registry, notarial, translation or professional fee and no tax rate is stated, because none of the texts read fixes one. (vii) The descriptions of what circulates in English-language material on this subject reflect the firm’s documented review of the leading results for the relevant searches, conducted in September 2026; no source is named, and each claim is answered by the provision rather than by its author. To review your specific case, contact attorney Luiz Barros — Brazilian Bar, OAB/AL 7.530.