Status, 9 October 2026: Provisional Measure 1.394/2026 has prohibited fixed-odds betting in Brazil since 25 September 2026 and bars new authorizations. It lapses unless Congress converts it into law within 60 days, extendable once by 60 (congressional recess excluded), and it is being challenged in the Supreme Federal Court. The requirements below are those that applied under Law 14.790/2023 and will matter again only if the ban lapses or is modified.
Short answer
Foreign investors usually form a sociedade limitada (Ltda) under the Civil Code or a sociedade anônima (S.A.) under Law 6.404/1976, registered with the state Junta Comercial and the federal CNPJ. Under Law 14.790/2023 and Portaria SPA/MF 827/2024, a betting operator needed headquarters and administration in Brazil, a Brazilian holding at least 20% of capital, R$30 million paid-in capital and a R$30 million grant fee. Provisional Measure 1.394/2026, in force since 25 September 2026, prohibits fixed-odds betting and new authorizations pending congressional review.
Brazil company formation at a glance
- Entity type
- Sociedade limitada (Ltda) or sociedade anônima (S.A.)
- Governing law
- Civil Code (Law 10.406/2002) for Ltda; Law 6.404/1976 for S.A.
- Registry
- State Junta Comercial (NIRE), then CNPJ with the Federal Revenue Service, plus state and municipal registrations
- Minimum capital
- No general minimum; R$30 million paid in cash for a betting operator under Portaria SPA/MF 827/2024
- Shareholders
- Ltda: one or more; S.A.: at least two. Foreign shareholders need a CNPJ (entities) or CPF (individuals)
- Directors
- Ltda: one or more administrators; S.A.: board of officers (diretoria), board of directors optional for closely held companies
- Local resident requirement
- Foreign shareholders appoint a Brazil-resident attorney-in-fact; a resident administrator is the norm and Law 14.790 required administration in Brazil
- Registered office
- Brazilian address required (state and municipal registrations follow it)
- Corporate tax
- IRPJ 15% plus 10% surtax on annual profit above R$240,000, and CSLL 9% (34% combined, standard rate)
- UBO register
- Beneficial owners disclosed to the Federal Revenue Service in the CNPJ registration
- Accounts/audit
- Bookkeeping and tax filings (SPED); audit required for S.A. listed or large companies, and expected of betting operators
- Time to incorporate
- About 1–3 months end to end, including foreign shareholder CNPJ and apostilled documents (indicative)
What the gambling regulator expects of the company
- Current status: Provisional Measure 1.394/2026 (25 September 2026) prohibits the operation, offer, intermediation and advertising of fixed-odds betting, bars new authorizations, and extinguishes existing ones 30 days after publication without refund of the grant fee.
- The MP has force of law immediately but must be approved by Congress to become permanent; it has also been challenged before the Supreme Federal Court. Treat any Brazil betting project as on hold.
- Under Law 14.790/2023 (art. 7), as it stood before the MP, the operator had to be a Brazilian company with headquarters and administration in Brazil, with a Brazilian holding at least 20% of its capital.
- Portaria SPA/MF 827/2024 required R$30 million paid-in share capital, R$30 million minimum net worth, a R$5 million financial reserve, betting as the main corporate purpose (CNAE 9200-3/99), and governance and AML, responsible-gaming and integrity policies.
- The grant fee was R$30 million for a five-year authorization covering up to three brands; further authorizations required further fees and capital.
- The controlling shareholder could not hold stakes in a football SAF or professional sports organization (art. 7, §2).
Which Brazil entity to use
| Vehicle | Use it for | Notes |
|---|---|---|
| Sociedade limitada (Ltda) | Most foreign-owned subsidiaries; simplest governance | Quota-based; single-member Ltda permitted. Was an eligible form for a betting authorization. |
| Sociedade anônima (S.A.) | Larger, capital-intensive or investor-backed operations | Share-based, more formal governance and publication duties. Also an eligible form for a betting authorization. |
| Branch of a foreign company | Rarely used; requires federal government authorization | Not eligible for a betting authorization: Portaria 827 excluded branches and representative offices of foreign companies. |
How to incorporate in Brazil
- Weeks 1–3
Foreign shareholder set-up
Apostille and sworn translation of corporate documents; CNPJ or CPF for each foreign shareholder; appoint a resident attorney-in-fact.
- Weeks 2–4
Draft articles
Contrato social (Ltda) or estatuto social (S.A.), corporate purpose, CNAE codes, administrators and registered address.
- Weeks 3–6
Junta Comercial and CNPJ
Register with the state commercial registry (NIRE) and obtain the CNPJ through the integrated Redesim process.
- Weeks 4–8
State and municipal registrations
Municipal license and tax registrations, plus state registration if required.
- Weeks 6–10
Bank and capital
Open a Brazilian account, receive foreign capital through the exchange market, and report it to the Central Bank (SCE-IED).
- On hold
SPA authorization
New applications to the Secretariat of Prizes and Betting are barred while MP 1.394/2026 is in force.
Documents you will need
- Apostilled and sworn-translated constitutional documents of corporate shareholders
- Board resolution approving the investment and appointing the attorney-in-fact
- Powers of attorney for the resident representative
- Passports and proof of address of administrators and individual shareholders
- CPF or CNPJ registrations for foreign shareholders
- Contrato social or estatuto social
- Proof of the Brazilian registered address
- Beneficial-ownership information for the CNPJ registration
Tax
- IRPJ
- 15% plus 10% surtax on annual profit above R$240,000
- CSLL
- 9% standard rate (34% combined with IRPJ)
- Dividends to non-residents
- 10% withholding from 1 January 2026 (Law 15.270/2025), with a transition rule for pre-2026 profits
- Betting tax on GGR
- 12% under Law 14.790/2023; Complementary Law 224/2025 set 13% for 2026, 14% for 2027 and 15% for 2028 — now subject to MP 1.394/2026
- Other
- PIS/COFINS and municipal ISS, depending on regime and activity
Annual upkeep
Tax filings
Monthly and annual federal returns (IRPJ, CSLL, PIS/COFINS) through SPED, plus municipal ISS.
Central Bank
Periodic SCE-IED reporting of foreign direct investment, capital changes and remittances.
Corporate acts
Annual approval of accounts; amendments filed with the Junta Comercial.
Payroll
eSocial and labor filings if the company has employees.
Betting
If authorizations resume: SPA reporting, SIGAP connection and the betting tax on gross gaming revenue.
Banking and payments
Opening a Brazilian corporate account requires the CNPJ, resident administrators or representatives and in-person or digital identification, and banks often expect at least one resident manager. Since MP 1.394/2026, banks and payment institutions are barred from processing, settling or enabling fixed-odds betting transactions (art. 14), so accounts for betting-related companies are very difficult to open.
How we prepare the underwriting file: payments and banking.
Mistakes to avoid
- Committing capital to a Brazil betting project before Congress and the Supreme Federal Court resolve MP 1.394/2026.
- Using a branch of a foreign company: it was never eligible for a betting authorization.
- Missing the Central Bank foreign-capital report, which can block later dividend and capital remittances.
- Underestimating document legalization: foreign documents need apostille and sworn Portuguese translation.
- Ignoring the 20% Brazilian-shareholder rule when designing a foreign-owned structure.
Brazil compared
| Brazil | Costa Rica | Peru | Chile | Colombia | |
|---|---|---|---|---|---|
| Usual vehicle | Ltda or S.A. | S.A. or S.R.L. | S.A.C. or branch | SpA now; closed S.A. (proposed) | S.A.S. or branch |
| Minimum capital | None; R$30m for betting (suspended) | None | No minimum; solvency test | No minimum (bill: TBD) | No minimum; Coljuegos tests |
| Local requirement | Resident attorney/administrator | Resident agent, office | PE legal representative | CL representative for SII | CO legal representative |
| Corporate tax | 34% IRPJ+CSLL | 30% local; Law 9050 | 29.5% | 27% | 35% |
| Time | 1–3 months | 1–2 weeks + permit | 2–4 weeks | 1 day–6 weeks | 2–4 weeks |
Every formation jurisdiction side by side: company formation for gambling licenses. Licenses compared: gambling license jurisdictions. How we work: gambling consulting services.
What we do
Before you incorporate
We check that the entity, ownership chain and tax position will pass the regulator and the bank, and model the year-one cost.
Formation and registered office
We prepare the documents and coordinate incorporation, registered office and tax registration through licensed local agents and counsel.
Banking
We prepare the underwriting file and introduce banks, EMIs and PSPs that work with gambling businesses in Brazil.
The license
We advise on the license route and stay on for compliance and reporting.
Brazil company formation — FAQs
Can I get a Brazil betting license now?
No. Provisional Measure 1.394/2026, in force since 25 September 2026, prohibits fixed-odds betting and bars new authorizations. Congress must approve or reject it, and it has been challenged before the Supreme Federal Court.
What company did a Brazilian betting operator need?
A Ltda or S.A. incorporated in Brazil with headquarters and administration in Brazil, betting as its main purpose, R$30 million paid-in capital and net worth, and a Brazilian holding at least 20% of its capital.
Can a foreigner own a Brazilian company?
Yes. Foreign individuals and companies can generally hold all of the capital, subject to sector rules. They need a CPF or CNPJ and a resident attorney-in-fact.
How long does it take to incorporate in Brazil?
Typically one to three months for a foreign-owned company, mainly because of document legalization, foreign shareholder registrations and banking.
What is the corporate tax rate in Brazil?
The standard combined rate is 34%: IRPJ at 15% plus a 10% surtax, and CSLL at 9%. Dividends paid abroad bear 10% withholding from 2026.
Sources
Checked against the sources below on 9 October 2026. Registry fees, tax rates and filing rules change; confirm with us before you incorporate.
Set up the right Brazil company the first time
An entity that the regulator, the bank and the tax authority will all accept. We screen the structure first, then incorporate, open accounts and file the license.
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