Our Proposal

Brazil Market Entry: Company Formation Proposal
FINTECH & INNOVATION LTD — FILE REF: BR-ENTRY-01
Cross-Border Structuring · Prepared by Fintech & Innovation Ltd

Brazil Market Entry: Standard Technology Company Formation

A scoped proposal for incorporating a non-licensed Brazilian LTDA to support technology operations, covering cost, timeline, governance requirements and engagement terms.

Prepared forMs. Selina
Date24 July 2026
JurisdictionBrazil (Federal / São Paulo)
VehicleSociedade Limitada (LTDA)
01 · Executive Summary

The path is straightforward. The sequencing is where value gets lost.

A standard Brazilian LTDA for a non-licensed technology business requires no regulatory approval and no minimum share capital. Physical presence in Brazil is not required at any stage. Figures below reflect our current quote, dated 24 July 2026, pending formal engagement letter.

USD 3,000 Formation, all-inclusive
10 days Company setup, excl. bank account
USD 10,800 Recurring cost, per annum

Treat as indicative until confirmed in a signed engagement letter with formal fee schedule. The 10-day figure covers company setup only; see Section 04 for the bank account timing.

02 · Requirements for a Foreigner to Open a Company in Brazil

What a foreign shareholder needs in place

A foreign individual may open a company in Brazil, provided certain legal requirements are met. The entire incorporation process can usually be completed remotely through a duly appointed attorney-in-fact, without the foreign shareholder having to travel to Brazil.

·

A valid passport

·

A Brazilian Tax Identification Number (CPF)

·

A Power of Attorney appointing a Brazilian resident to represent the foreign shareholder before the Brazilian Federal Revenue Service and other public authorities

·

Proof of address

·

The company's Articles of Association (or Bylaws), duly executed

·

Registration with the Brazilian Federal Revenue Service (CNPJ)

·

Registration with the applicable State and/or Municipal authorities, depending on the company's business activities

·

Appointment of a legal representative residing in Brazil, when required by law

·

If corporate documents were issued abroad, they must generally be notarized, apostilled (or legalized, where applicable), and translated into Portuguese by a sworn translator in Brazil

If the shareholder is a corporate entity

Where the shareholder is a company rather than an individual, the document set changes. We require:

·

A Power of Attorney issued by the corporate shareholder

·

Documents evidencing that the signatory of the Power of Attorney holds authority to sign on the company's behalf

·

The corporate shareholder's Articles of Incorporation

·

A passport copy of the individual who signed the Power of Attorney

·

A CPF number for the individual who signed the Power of Attorney

All documents in this set must be legalized at the nearest Brazilian Embassy.

03 · Home Country Apostille & Brazilian Embassy Legalization

Australia: apostille route confirmed, fees obtained

Australia is a signatory to the Hague Apostille Convention, as is Brazil. Documents signed in Australia for use in Brazil require notarization by an Australian Notary Public, followed by a DFAT Apostille. No Brazilian Embassy legalization step is needed for Australia specifically.

We provide this as a managed service through a retained notary and apostille agent in Australia, who handles the process on the client's behalf: notarization, DFAT lodgement, and courier delivery of the finalized set to Brazil. Fees below are in AUD, with USD equivalents shown at the current exchange rate (1 AUD = 0.698 USD, 24 July 2026).

ItemFee (AUD)Fee (USD equiv.)
DFAT Apostille (government fee) AUD 105 USD 73
DHL courier, Australia to Brazil AUD 280 USD 195
Local notary (if client is outside Canberra/ACT, paid directly to the local notary) AUD 150–200 USD 105–140
Agent professional fee, Canberra/ACT client (notarize, DFAT lodgement, arrange courier) AUD 300 USD 209
Agent professional fee, client outside Canberra/ACT (DFAT lodgement and courier only, on an already-notarized pack) AUD 280 USD 195
Indicative total, Canberra/ACT client AUD 685 (USD 478)
Indicative total, client outside Canberra/ACT AUD 815–865 (USD 569–604)

Final figure depends on the client's physical location in Australia, since this determines whether the notary can act directly or whether a local notary is required first. The Power of Attorney must be signed before an Australian Notary Public; it cannot be witnessed remotely in the ACT. USD figures are indicative and will move with the exchange rate at the time of payment.

04 · Timeline

10 business days for company setup, not the bank account

As per our experience, the process takes 10 days, not more, from receipt of complete documentation, since physical presence is not required at any stage. This assumes the power of attorney, KYC documents, and signed engagement letter are already in hand. The 10 days covers company setup only, through to the company being legally operational with its CNPJ issued.

Documents received
Day 0
Articles & registration filed
Day 1–6
CNPJ issued
Day 7–9
Company operational
Day 10
Total, company setup only10 days

The 10-day figure covers company setup only. Bank account opening is a separate process, starts once the CNPJ is issued, and is not included in this timeline.

05 · Cost Breakdown

Formation cost, as quoted

Expand each line for scope. Government/registry fees are shown separately for reference; these are absorbed within the USD 3,000 all-inclusive formation fee, not billed on top.

One-time costs
Company formation, all-inclusive USD 3,000
  • Attorney fees for full incorporation process
  • Power of attorney drafting (special powers, in hand, template already prepared)
  • Contrato Social drafting and Junta Comercial registration
  • CNPJ (federal tax ID) application

Government/registry filing fees (Junta Comercial, notary) typically run USD 195–390 to USD 300 standalone; these are included in this figure, not additive.

Accountant onboarding fee USD 800
  • One-time setup with the appointed accountant, payable after the company is formally open
  • Distinct from the monthly accounting retainer below
Bank account opening USD 2,000
  • Coordination and KYC packaging for corporate bank account
  • Arranged after CNPJ issuance
One-time total USD 5,800
Recurring annual costs
Registered address USD 1,200 / yr
  • Serves as the company's registered address for filings and correspondence
  • Quoted as USD 1,200 per annum, payable in advance
  • No physical office space or lease; use-of-address arrangement
Accountant, monthly retainer USD 100 / mo
  • Mandatory accountant retainer, USD 1,200 per annum
  • Signs all tax filings; company cannot self-file
Local representative (attorney-in-fact) USD 700 / mo
  • We act directly as the Brazil-resident attorney-in-fact, USD 8,400 per annum
  • Satisfies the legal requirement in place of a separate local director, under the representative structure
  • Receives judicial letters and all formal demands on the company's behalf
Recurring total, per annum USD 10,800 (USD 900 / month average)

An independent statutory audit is not required at this size. Brazilian law only mandates an independent audit for companies exceeding BRL 240 million in assets or BRL 300 million in gross revenue, or for publicly listed entities and regulated sectors. A small technology LTDA under Simples Nacional falls well below these thresholds. Annual financial statements are still prepared and filed with the Junta Comercial as part of the standard accountant retainer above. If a voluntary audit is wanted, for example for a bank, investor, or foreign parent, this is a separate engagement, indicatively BRL 8,000–25,000 per year (approx. USD 1,500–4,500), scaling with transaction volume and scope.

Annual filing (financial statement approval, Junta Comercial registration, SPED digital bookkeeping) is included in the monthly accountant retainer above and is not a separate fee at this size.

06 · Governance Requirements

We cover the local representative and director requirement in one role

Brazilian law requires either a Brazil-resident director, or a non-resident administrator paired with a Brazil-resident local representative (attorney-in-fact). We provide this as one combined role.

Standard, included

Local Representative (cum Director)

We serve in this combined role directly, USD 700 per month. The administrator can remain non-resident. Covers the local representative function, receiving judicial letters and all formal demands on the company's behalf, together with the local director function where required. Power of attorney runs a minimum of 3 years past the mandate.

Mandatory

Accountant

Provided by the same firm. USD 800 one-time onboarding, then USD 100 monthly. Signs all tax filings; this obligation cannot be self-managed by the company.

07 · Nominee Services (Optional)

Nominee shareholder and nominee director

Where the client prefers not to appear directly on the public company record, a nominee can be provided in either capacity. Both carry a monthly premium on top of the standard fee schedule, reflecting the liability the nominee assumes.

Available

Nominee shareholder

USD 1,500 per month, in addition to the standard fee schedule. The nominee holds the shares of record on the client's behalf.

Available

Nominee director

USD 2,500 per month, in addition to the standard fee schedule. Priced higher to reflect the greater risk the nominee carries, since a director holds active management authority and personal liability exposure, where a shareholder does not.

Semi-annual payment plans

Both nominee services can be billed semi-annually, in advance, starting from company formation. A discount applies against the standard monthly rate for committing to the 6-month cycle.

PlanStandard rateDiscountPayable every 6 months
Nominee shareholder only USD 1,500 / mo 15% USD 7,650
Nominee director only USD 2,500 / mo 15% USD 12,750
Nominee shareholder and director combined USD 4,000 / mo 20% USD 19,200

Payable every 6 months from the start of the company. The combined plan carries the larger discount to reflect the bundled engagement.

The nominee agreement

Any nominee arrangement is documented in a nominee agreement executed between the client and the nominee before appointment. This is what protects both sides, and it typically covers:

·

Confirmation that the client remains the sole beneficial owner, with the nominee holding legal title only

·

An instruction clause requiring the nominee to act solely on the client's written instructions

·

An indemnity, under which the client holds the nominee harmless for actions taken on the client's instructions, and covers any liability arising from the company's operations

·

Confidentiality obligations protecting the client's identity and the arrangement itself

·

A resignation and transfer mechanism, allowing the nominee position to be handed back to the client or a substitute at the client's request

08 · Engagement Structure

Fee schedule

Quote dated 24 July 2026.

ItemFee
Company formation, all-inclusive USD 3,000, one-time
Accountant onboarding USD 800, one-time
Bank account opening USD 2,000, one-time
Registered address USD 1,200 / yr, in advance
Accountant, monthly USD 100 / mo
Attorney-in-fact / representative USD 700 / mo
Home country (Australia) apostille service, one-time, per document set AUD 685–865 (USD 478–604)

The apostille line depends on the client's location within Australia; see Section 03 for the full breakdown. USD figure converted at 1 AUD = 0.698 USD, 24 July 2026, and will move with the exchange rate at the time of payment.

09 · Next Steps

Immediate sequence

01

Formalize the quote in writing

Convert the informal quote into a signed engagement letter, itemising all six fee lines above and confirming the 10-day commitment in writing.

02

Confirm the coordination fee

Lock the fee approach before the proposal is sent to the client, so the total client-facing cost is presented as one figure.

03

Package and issue POA and KYC documents

Return signed and apostilled where required, per the requirements in Section 02, to start the 10-day clock.

Indicative Year 1 total, excl. notarization/apostille USD 16,600
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