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Brazil Business Registration Guide

Brazil business registration and incorporation for 2026. The guide covers: the CNPJ (Cadastro Nacional da Pessoa Jurídica) registration — the federal tax ID for the legal entities; the MEI (Microempreendedor Individual) — the simplified registration for the individual microentrepreneur with the annual revenue limit of R$ 81,000; the EI (Empresário Individual) — the individual business with the unlimited liability; the LTDA (Sociedade Limitada) — the limited liability company, the most common corporate form; the S.A. (Sociedade Anônima) — the corporation for the larger enterprises; the Simples Nacional regime — the simplified tax regime for the small businesses; and the Junta Comercial — the Commercial Registry for the business registration.

CNPJ Registration

  • What is the CNPJ: The CNPJ (Cadastro Nacional da Pessoa Jurídica) is the federal tax registration number for all legal entities in Brazil. Every business must obtain the CNPJ from the Receita Federal do Brasil (RFB) before commencing the operations. The CNPJ is the equivalent of the EIN or the VAT number in other jurisdictions.
  • Online application: The CNPJ application is filed online through the "Redesim" (Rede Nacional para a Simplificação do Registro e da Legalização de Empresas e Negócios) portal. The application requires: (a) the business name and the legal form, (b) the registered address, (c) the articles of incorporation (contrato social), (d) the partner/shareholder identification (CPF and RG).

MEI — Microempreendedor Individual

  • Simplified registration for microentrepreneurs: The MEI (Microempreendedor Individual) is the simplified business registration for the individual entrepreneurs with the annual gross revenue of up to R$ 81,000 (approximately R$ 6,750 per month). The MEI is the most accessible and the least costly business form — the registration is free and the monthly tax is a fixed amount (the "DAS — Documento de Arrecadação do Simples Nacional") of approximately R$ 70 to R$ 80 per month (including the INSS, the ISS, and the ICMS).
  • Eligibility: The MEI is available to: (a) the individual entrepreneur with the maximum of one employee, (b) the annual revenue of up to R$ 81,000, (c) the activities permitted under the MEI regulation (the "ANEXO XI da Resolução CGSN"). The MEI is NOT available to the professionals requiring the regulated qualifications (e.g., the lawyers, the doctors, the engineers).
  • Benefits and limitations: The MEI benefits include: (a) the CNPJ number, (b) the simplified monthly tax payment, (c) the INSS coverage (the retirement, the maternity leave, the sickness benefit), (d) the exemption from the federal taxes (IRPJ, PIS, COFINS, IPI). The limitations include: (a) the revenue cap of R$ 81,000/year, (b) the maximum of one employee, (c) the inability to participate in the public tenders (licitações) without the additional compliance.

EI — Empresário Individual

  • Individual business with unlimited liability: The EI (Empresário Individual) is the individual business form where the entrepreneur operates under the own name (the "firma individual") with the unlimited personal liability for the business debts. The EI is suitable for the sole proprietor whose annual revenue exceeds the MEI limit of R$ 81,000.
  • Key features: The EI registration requires: (a) the minimum capital (no statutory minimum), (b) the registration with the Junta Comercial, (c) the CNPJ registration, (d) the registration for the municipal and state taxes. The EI is taxed under the Simples Nacional or the Lucro Presumido regime, depending on the revenue.

LTDA — Sociedade Limitada

  • Limited liability company — the most common corporate form: The LTDA (Sociedade Limitada) is the Limited Liability Company — the most popular business form in Brazil. The liability of each quotaholder (the "quotista") is limited to the capital contribution. The LTDA requires a minimum of two quotaholders (the individual or the corporate).
  • Articles of Association (Contrato Social): The LTDA is governed by the "Contrato Social" (the "Articles of Association") filed with the Junta Comercial. The Contrato Social must include: (a) the business name and the address, (b) the business purpose (the "objeto social"), (c) the capital structure (the "capital social"), (d) the quotaholder details and the ownership percentages, (e) the management structure, (f) the profit distribution method.
  • Tax regime options: The LTDA may elect: (a) the Simples Nacional (if the annual revenue is below R$ 4.8 million), (b) the Lucro Presumido (if the annual revenue is below R$ 78 million), or (c) the Lucro Real (mandatory for the revenue above R$ 78 million or for the specific industries such as the banking, the insurance, the factoring).

S.A. — Sociedade Anônima (Corporation)

  • Corporation for the larger enterprises: The S.A. (Sociedade Anônima) is the corporation (the "joint-stock company") used by the larger enterprises, the publicly traded companies, and the companies seeking the capital markets access. The S.A. is governed by the Law 6,404/1976 (the "Lei das S.A.").
  • Capital and shareholders: The S.A. requires the minimum capital of R$ 100,000 (practical minimum) and the minimum of two shareholders (the "acionistas"). The shares (the "ações") may be the common shares (the "ações ordinárias") with voting rights or the preferred shares (the "ações preferenciais") without voting rights. The S.A. may be the "capital aberto" (the publicly traded) or the "capital fechado" (the privately held).

Simples Nacional Regime

  • Simplified tax regime: The Simples Nacional is the unified tax regime for the micro and small businesses (the "Microempresa — ME" and the "Empresa de Pequeno Porte — EPP") with the annual revenue of up to R$ 4.8 million. The Simples Nacional consolidates 8 federal, state, and municipal taxes into one monthly payment: (a) IRPJ (Corporate Income Tax), (b) CSLL (Social Contribution on Net Profit), (c) PIS (Social Integration Program), (d) COFINS (Contribution for Social Security Financing), (e) IPI (Excise Tax), (f) ICMS (State VAT), (g) ISS (Municipal Service Tax), (h) CPP (Employer INSS).
  • Revenue-based rates: The Simples Nacional rates range from 4% to 33% of the gross revenue, depending on the activity (the "anexo" — the "annex") and the revenue bracket. The 5 annexes cover: (a) Annex I — Commerce (4% to 11.2%), (b) Annex II — Industry (4.5% to 12%), (c) Annex III — Services (6% to 21.5%), (d) Annex IV — Services (4.5% to 16.5%), (e) Annex V — Services (15.5% to 30.5%).

Junta Comercial Registration

  • Commercial Registry: The Junta Comercial (the "Commercial Registry") is the state-level authority responsible for the business registration, the incorporation, and the filing of the annual documents (the "Declaração de Empresa" and the "Relatório Anual"). Each state in Brazil has its own Junta Comercial.
  • Registration process: The business registration at the Junta Comercial involves: (a) the name search (the "pesquisa de nome") to verify the availability of the business name, (b) the filing of the Contrato Social (for LTDA) or the Estatuto Social (for S.A.), (c) the fee payment (the "taxa de registro" — approximately R$ 100 to R$ 500 depending on the state and the legal form), (d) the issuance of the NIRE (Número de Identificação do Registro de Empresa).