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Brazil — Business: Limited Company

A Sociedade Limitada (Ltda) is Brazil's most common entity for foreign investors. There is no general statutory minimum share capital — the amount is freely agreed in the Contrato Social (articles of association). A minimum capital threshold (around R$150,000, or R$600,000 for a fully foreign-funded company) only becomes relevant when a foreign individual seeks an investor visa to act as the company's manager. Registration proceeds Junta Comercial (state Board of Trade) first, which issues a NIRE, then CNPJ from the Receita Federal, then the municipal operating license (Alvará de Funcionamento).

VerifiedCommunity sourceDLA Piper Going Global corporate guide (minimum capital) and company-formation guides on Junta Comercial/CNPJ registration orderLast reviewed: 2026-08-31

Why this matters

Believing there is a large fixed minimum capital requirement (as the draft incorrectly stated) can needlessly deter or delay company formation; the real capital-linked requirement only applies to specific investor-visa scenarios.

Key facts

  • There is no general statutory minimum capital requirement for a Sociedade Limitada — the amount is set freely in the Contrato Social
  • A capital threshold applies only for investor-visa purposes: roughly R$150,000 (~US$30,900) plus a commitment to create 10 jobs within 2 years if a foreign individual will act as manager, or paid-in foreign capital of at least R$600,000 (~US$124,000)
  • Non-resident foreign partners must appoint a Brazil-resident legal representative (procurador) empowered to receive legal notices and represent the company before authorities
  • Registration order is: Junta Comercial (issues NIRE) -> CNPJ from Receita Federal -> municipal operating license (Alvará de Funcionamento)

Steps

  1. Draft the Contrato Social — Prepare the company's articles of association (Contrato Social), including capital contribution amounts freely agreed by the partners, and appoint a Brazil-resident legal representative if any partner is a non-resident foreigner.
  2. Register with the Junta Comercial — File the Contrato Social with the state Board of Trade (Junta Comercial). This gives the company legal existence and issues its NIRE (business registration number).
  3. Obtain a CNPJ — With the NIRE, apply for a CNPJ from the Receita Federal (Brazilian Federal Revenue Service).
  4. Obtain the municipal operating license — After receiving the CNPJ, obtain the Alvará de Funcionamento from the city hall (prefeitura) where the company operates.

Costs

  • Junta Comercial registration fee: varies by state
  • Minimum capital (investor-visa scenario only): approximately R$150,000 with a 10-job commitment, or R$600,000 in paid-in foreign capital

Timelines

  • Junta Comercial registration: roughly 7-30 days, depending on the state

Required documents

  • Contrato Social (articles of association)
  • Passport or ID of partners
  • Proof of address
  • Power of attorney for the Brazil-resident legal representative (if partners are non-resident foreigners)

Common mistakes

  • Assuming a large fixed minimum capital (e.g. R$390,000) applies to every Limitada — it does not; capital is freely agreed except in specific investor-visa cases
  • Failing to appoint a Brazil-resident legal representative for non-resident foreign partners
  • Registering for CNPJ before completing Junta Comercial registration, rather than after

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