Setting Up a Company in Brazil as a Foreigner: CPF, CNPJ and the Resident Representative

A foreign national does not need to live in Brazil, hold a visa or have any immigration status to own a Brazilian company. Foreign capital is welcome and the incorporation itself is no different from a Brazilian’s.

What changes are three requirements that surprise people, and one common misunderstanding. The requirements: a CPF for the foreign partner, an attorney-in-fact resident in Brazil with powers to receive service of process, and registration of the foreign capital with the Central Bank. The misunderstanding: owning a Brazilian company does not, by itself, give anyone the right to live in Brazil.

Who can be a partner, and under what conditions?

Both a foreign individual and a foreign company may hold quotas or shares in a Brazilian company, without residing in the country.

The condition attached is procedural but strict: the non-resident partner must appoint an attorney-in-fact resident in Brazil, with express powers to receive service of process on their behalf. The reasoning is straightforward — Brazilian courts must have someone within reach to summon. That power of attorney is filed together with the corporate documents, and the company cannot be registered without it.

The attorney-in-fact may be Brazilian or a foreigner resident in Brazil. It does not have to be the company’s accountant or lawyer, though in practice it usually is.

Can a non-resident manage the company?

This is where a recent change matters, and where the answer differs by company type.

For a corporation (S.A.), Law 14.195/2021 amended article 146 of the Corporations Act and expressly allowed the election of non-resident directors. The condition is that a representative resident in Brazil be appointed, with powers to receive summons for at least three years after the end of the term of office.

For a limited liability company (Ltda.) — by far the most common form — the legislator was not explicit. The prevailing view is that the same possibility applies, since a limited liability company may be supplementarily governed by the rules of the Corporations Act where its articles so provide. But practice still varies between state commercial registries, and some are stricter than others.

The practical consequence: if the plan is for a non-resident to manage the company, this has to be checked with the commercial registry of the relevant state before the articles are drafted, and the supplementary application of the Corporations Act should be written into them. Discovering the restriction at the filing counter means redrafting and refiling.

Which company type fits?

	Limited liability company (Ltda.)	Single-member Ltda. (SLU)	Corporation (S.A.)
Partners	Two or more	One	Two or more shareholders
Minimum capital	None in general	None in general	Rules on paying in apply
Typical use	Most foreign investment	A sole foreign investor	Larger structures, outside investors
Publication requirements	Lighter	Lighter	Heavier
Non-resident administrator	Check with the state registry	Check with the state registry	Expressly allowed, with a resident representative

For most cases, the Ltda. or the single-member Ltda. is the sensible starting point. The S.A. earns its extra formality when there will be outside investors or a more complex governance structure.

What is the order of the steps?

The sequence matters, because each step depends on the one before it.

1. CPF for each foreign individual partner — obtained from abroad, at a Brazilian consulate. If the partner is a foreign company, it needs a CNPJ as a non-resident investor.
2. Power of attorney appointing the resident attorney-in-fact, with express powers to receive service of process. Signed at a consulate, or before a local notary with apostille and a sworn translation made in Brazil — see granting a power of attorney from abroad.
3. Articles of association, defining the object, the capital, the quota split and the management.
4. Filing with the state commercial registry (Junta Comercial), which grants the company its existence.
5. CNPJ for the new company, at the Federal Revenue Service.
6. Municipal and state registrations, and the operating licence, depending on the activity.
7. Registration of the foreign investment with the Central Bank, in its electronic system for foreign direct investment.

Why does the Central Bank registration matter so much?

Because it is the gate the money has to come back through.

Foreign direct investment must be declared to the Central Bank of Brazil, with periodic statements thereafter. That record is what supports, later on, the remittance of profits and dividends abroad and the repatriation of the capital itself.

Capital that arrived informally — a personal transfer, money brought in by a friend, an undocumented loan — creates a problem that only surfaces years later, when the business works and the shareholder wants to take money out. At that point the money is in Brazil and there is no clean route out. Registering correctly at the outset costs a fraction of fixing it afterwards.

A practical example

An American investor wants to set up a services company in São Paulo. He will not be moving to Brazil, and a Brazilian partner will run the day-to-day operation.

The workable path: he obtains his CPF at the Brazilian consulate; signs a power of attorney there appointing a resident attorney-in-fact with powers to receive service of process; the two partners execute the articles of a limited liability company, with the Brazilian partner as administrator; the articles are filed with the commercial registry; the CNPJ is issued; and the capital he sends is registered with the Central Bank as foreign direct investment.

If instead he wanted to be the administrator himself while living in the United States, the additional step would come first: confirming with the commercial registry of São Paulo whether it accepts a non-resident administrator for a limited liability company, and drafting the articles accordingly.

Which documents will you need?

Document	Notes
Passport of each foreign partner	Valid
CPF of each foreign individual partner	Obtained at a consulate
CNPJ of the foreign investing company	Where the partner is a legal entity
Corporate documents of the foreign company	With apostille and sworn translation made in Brazil
Power of attorney to the resident representative	Express powers to receive service of process
Proof of address abroad	For each partner
Proof of address in Brazil	For the company’s registered office

What goes wrong most often?

• Capital not registered with the Central Bank. The most expensive mistake, and the one that appears last.
• Assuming the company grants residence. It does not. Residence by investment is a separate procedure with its own minimum amounts.
• A power of attorney without the power to receive service of process. The registry refuses the filing, and a new document has to be produced from abroad.
• Name spelled differently on the passport and in the Brazilian records. Both spellings should appear on the documents.
• Choosing a non-resident administrator without checking the state registry first, and having to redraft the articles.

What is the practical next step?

Two questions settle the structure before anything is drafted: who will manage the company, and who will be the resident representative. The first determines whether the state commercial registry has to be consulted in advance; the second determines the wording of the power of attorney that has to be signed abroad — which, being the slowest item, is usually the one to start first.

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Sources: Civil Code, articles 1.052 and following · Law 6.404/1976, article 146, as amended by Law 14.195/2021 · Central Bank of Brazil — foreign capital · Normative instructions of the National Department of Business Registration and Integration (DREI).