Quick answer: Brazilian companies can register an Indian Private Limited subsidiary in 5-7 weeks — covering DSC, apostille at a Brazilian cartorio, sworn translation, SPICe+ filing, and FC-GPR reporting to RBI. The India-Brazil DTAA protocol, in force since 18 October 2025 and effective for Indian tax purposes from FY 2026-27 (1 April 2026) under CBDT Notification No. 39/2026, caps withholding tax at 10% on dividends to qualifying corporate shareholders holding at least 20% of capital (15% otherwise), 10% on interest on qualifying long-term bank loans (15% otherwise), 15% on trademark royalties (10% on other royalties, down from 25% and 15% respectively pre-protocol), and 10% on fees for technical services under the new Article 12-A (previously taxed within the royalties article at 15%, with no dedicated FTS article). Brazilian investors must also register their outward investment with Banco Central do Brasil's RDE-IED system, and the Indian subsidiary pays corporate tax at 25.17% under Section 115BAA (the 15% Section 115BAB rate for new manufacturers required commencing manufacturing by 31 March 2024, a window that has since closed).
Key takeaways:
- Registration takes 5-7 weeks, longer than average due to sworn translation requirements.
- The DTAA protocol (in force since 18 October 2025) introduced a new Article 12-A taxing fees for technical services at 10%, down from 15% under the pre-protocol royalties article.
- Trademark royalties now carry a 15% DTAA rate (down from 25% pre-protocol) vs 10% for other royalties like patents and know-how (down from 15%).
- Bacen RDE-IED registration is mandatory for all outward Brazilian investment into India.
- Indian subsidiary pays 25.17% corporate tax under Section 115BAA; the 15% Section 115BAB rate for new manufacturers closed 31 March 2024.
Company Registration for Brazilian Companies in India
India and Brazil are founding members of BRICS and the IBSA Dialogue Forum, sharing a deepening economic partnership built on complementary strengths in agriculture, mining, IT, pharmaceuticals, and energy. The India-Brazil bilateral relationship has been further strengthened by the updated DTAA protocol, brought into force on the Brazilian side in September-October 2025 and effective for Indian tax purposes from FY 2026-27, which aligns withholding tax rates with OECD norms. Brazilian companies in agribusiness, aerospace (Embraer), mining technology, and renewable energy increasingly view India as a high-growth expansion market.
Brazilian companies typically enter India through a Private Limited Company (wholly-owned subsidiary), which is the most popular structure for foreign-owned entities. Alternatives include a Branch Office, a Liaison Office, or a Limited Liability Partnership (LLP). Under India's FDI policy, 100% foreign direct investment is permitted under the automatic route in most sectors — no prior RBI or government approval is needed.
The Foreign Exchange Management Act (FEMA) governs all cross-border capital flows. Brazilian investors must comply with FEMA pricing guidelines for share allotment and file the mandatory FC-GPR form within 30 days of share issuance through the Single Master Form on the RBI's FIRMS portal.
How the India-Brazil DTAA Affects Company Registration
The India-Brazil Double Taxation Avoidance Agreement, originally signed on 26 April 1988 and ratified on 11 March 1992, has been updated through amending protocols signed in 2013 and 24 August 2022. On the Brazilian side, the 2022 protocol was brought into force through Decreto Legislativo No. 200 (11 September 2025) and Decreto No. 12.667 (13 October 2025), with entry into force on both sides from 18 October 2025; on the Indian side, CBDT Notification No. 39/2026 (S.O. 1647(E), 30 March 2026) gives it effect for income arising from FY 2026-27 (1 April 2026) onward, while on the Brazilian side it applies to amounts paid or credited on or after 1 January 2026. The protocol aligns withholding tax rates with OECD standards — most notably introducing a new Article 12-A that taxes fees for technical services at 10% (previously taxed within the royalties article at 15%, with no separate FTS article) and reducing the trademark-royalty ceiling from 25% to 15%.
Withholding Tax Rates Under the Treaty
The India-Brazil DTAA caps withholding tax on key payment types:
- Dividends: 10% of the gross amount where the Brazilian recipient is a company that has held at least 20% of the Indian company's capital throughout a 365-day period including the date of payment; 15% in all other cases. India's domestic rate is 20%, so even the higher treaty rate provides a saving on profit repatriation to Brazil.
- Interest: 10% on interest from bank loans of at least 5 years financing industrial equipment or investment projects; 15% on other interest payments. Interest paid to the government or central bank of either country is exempt. This applies when funding your Indian subsidiary through intercompany loans from the Brazilian parent.
- Royalties: A two-tier structure — 15% for the use of trademarks and 10% for other royalties (patents, copyrights, technical know-how), the reverse of the pre-protocol rates (which were 25% for trademarks and 15% for other royalties).
- Fees for Technical Services: 10% under a new, dedicated Article 12-A introduced by the protocol. Before the protocol, FTS had no separate treaty article and was taxed within the royalties article at 15%.
Permanent Establishment Risk
Under Article 5 of the treaty, if your Indian operations create a Permanent Establishment (PE), the profits attributable to that PE are taxable in India at the rate applicable to foreign companies — 35% since the Finance Act 2024 reduced it from 40%, plus applicable surcharge and cess. The 25.17% effective rate under Section 115BAA applies to Indian-incorporated companies such as your subsidiary, not to a Brazilian company's Indian PE. The updated protocol includes enhanced PE provisions aligned with BEPS (Base Erosion and Profit Shifting) recommendations, including a principal purpose test and anti-abuse clauses.
To claim reduced treaty rates, your Brazilian entity must obtain a valid Tax Residency Certificate (TRC) from Brazil's Receita Federal (Federal Revenue Service), plus a Form 10F declaration for the Indian tax authorities.
Document Requirements from Brazil
Brazil deposited its instrument of accession to the Hague Apostille Convention in December 2015, and the Convention entered into force for Brazil on 14 August 2016. All public documents can be apostilled at notary offices (cartorios) across Brazil rather than requiring embassy attestation.
Documents for the Brazilian Parent Company
- Board Resolution (Ata de Reuniao do Conselho / Ata de Assembleia) authorizing incorporation of the Indian subsidiary — notarized and apostilled
- Certificate of Incorporation from the Junta Comercial (Board of Trade) of the relevant Brazilian state — apostilled copy
- Contrato Social (Articles of Association) or Estatuto Social (Bylaws for S.A. companies) — apostilled copy
- CNPJ (Cadastro Nacional da Pessoa Juridica) registration certificate — apostilled
- Proof of registered office address of the Brazilian entity
- All documents in Portuguese must be accompanied by a sworn translation into English (traducao juramentada)
Documents for Directors
- Valid Brazilian passport — notarized and apostilled
- Proof of residential address in Brazil (bank statement, utility bill, or comprovante de residencia, not older than 2 months)
- Digital Signature Certificate (DSC) — mandatory for all directors signing the SPICe+ form
- Director Identification Number (DIN) — allocated automatically through SPICe+ for up to three directors
- The company must have at least one Indian resident director (someone who has stayed in India for 182+ days in the preceding financial year)
Step-by-Step Company Registration Process
India's Ministry of Corporate Affairs (MCA) uses the SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus) form for all company incorporations. Here is the process for a Brazilian company:
Step 1: Obtain Digital Signature Certificates
Every proposed director must obtain a Class 3 DSC from a licensed Indian Certifying Authority (such as eMudhra or Capricorn). For Brazil-based directors, the DSC application requires a passport copy, address proof, and a video verification call. Processing takes 1-3 business days.
Step 2: Reserve the Company Name (SPICe+ Part A)
File SPICe+ Part A on the MCA portal to reserve up to two proposed company names. Names must comply with the Companies Act, 2013 naming rules and are checked against existing trademarks. Approval typically takes 1-2 business days. The reserved name is valid for 20 days.
Step 3: Prepare and Apostille Documents
While the name is being approved, prepare and apostille all Brazilian documents at a local cartorio (notary office). Brazilian apostille (Apostila de Haia) is issued by authorized cartorios and is typically available within 1-3 business days. Arrange sworn translations into English (traducao juramentada) from a certified public translator registered with the local Junta Comercial.
Step 4: File SPICe+ Part B (Incorporation)
SPICe+ Part B collects company details (type, registered office, authorized capital, director information) and auto-generates linked forms: INC-33 (e-MoA), INC-34 (e-AoA), and INC-9 (declaration). All directors sign digitally with their DSCs.
Step 5: Receive Certificate of Incorporation
Upon approval, MCA issues the Certificate of Incorporation along with PAN (Permanent Account Number) and TAN (Tax Account Number) — all in a single step. Your Indian company is now legally formed.
Step 6: Post-Incorporation Compliance
Open a bank account at an Authorized Dealer (AD) bank, remit share capital from Brazil, file FC-GPR with the RBI within 30 days of share allotment, and apply for GST registration if applicable. You may also need an Import Export Code (IEC) if your business involves cross-border trade.
Timeline and Costs
Timeline Breakdown
| Step | Duration |
|---|---|
| DSC for directors | 1-3 business days |
| Document apostille at cartorio | 1-3 business days |
| Sworn translation (traducao juramentada) | 3-7 business days |
| Name reservation (SPICe+ Part A) | 1-2 business days |
| Incorporation filing (SPICe+ Part B) | 3-7 business days |
| Bank account opening | 2-4 weeks |
| FC-GPR filing after capital remittance | Within 30 days |
Total end-to-end timeline: 5-7 weeks (slightly longer than some corridors due to the time needed for sworn translations and Brazil's outward capital transfer approval process).
Cost Breakdown
| Item | Approximate Cost |
|---|---|
| DSC (per director) | INR 1,000 - 2,000 (~BRL 70-140) |
| MCA government filing fees | INR 2,000 - 5,000 (~BRL 140-350) |
| Stamp duty (varies by state) | INR 1,000 - 10,000 (~BRL 70-700) |
| Name reservation fee | INR 1,000 (~BRL 70) |
| Apostille fees at cartorio | BRL 100-300 per document (~INR 1,400-4,200) |
| Sworn translation fees | BRL 300-800 per document (~INR 4,200-11,200) |
| Professional fees (CA/CS) | INR 15,000 - 50,000 (~BRL 1,050-3,500) |
Costs are indicative for FY 2026-27. Actual costs vary based on authorized capital, state of incorporation, and professional service scope. Read our blog post on company registration costs for foreign companies for a detailed comparison.
Common Challenges for Brazilian Companies
Trademark Licensing at a Higher Rate
Under the protocol now in force, the India-Brazil DTAA taxes trademark royalties at 15%, compared to 10% for patents and technical know-how — a two-tier structure carried over from the pre-protocol treaty, which taxed the same categories at 25% and 15% respectively. Brazilian companies with strong brand identities should factor the 5 percentage-point gap into their transfer pricing and IP licensing strategy, and consider whether alternative structuring (such as a brand management fee classified differently) could reduce the tax impact.
Brazilian Central Bank (Bacen) Regulations
Brazil's Banco Central do Brasil requires registration of all outward foreign direct investments through the Registro Declaratorio Eletronico (RDE-IED). Brazilian companies must register their Indian investment with Bacen and comply with ongoing reporting requirements. This adds an additional layer of regulatory compliance beyond the Indian requirements.
Indian Resident Director Requirement
Every Indian company must have at least one director who has been resident in India for 182 days or more in the preceding financial year. Brazilian companies should plan for this requirement early. Options include hiring a local CFO or appointing a trusted Indian professional. Read our guide on 50 questions foreigners ask about starting a company in India.
Time Zone and Communication
Brazil operates 8.5 to 10.5 hours behind India (depending on the Brazilian time zone; Brazil abolished daylight saving time in 2019, so the gap no longer shifts seasonally), creating a narrow window for real-time communication. This affects coordination during the incorporation process and ongoing operations. Most Brazilian-Indian business interactions happen in the early morning (Brazil) or late evening (India).
Transfer Pricing Documentation
If your Indian subsidiary transacts with the Brazilian parent (intercompany services, IP licensing, cost allocation), transfer pricing documentation is mandatory from year one. The updated DTAA protocol includes OECD-aligned provisions for transfer pricing, and India's transfer pricing documentation rules require a master file, local file, and (for large groups) country-by-country reporting.
Why Choose Beacon Filing
Beacon Filing specializes in helping Brazilian companies navigate Indian regulatory requirements with precision. Our team handles everything from DSC procurement and cartorio apostille coordination to MCA filing and post-incorporation FEMA compliance. We understand the BRICS corridor and can advise on the implications of the updated 2025 DTAA protocol, optimal entity structuring, and intercompany payment flows between Brazil and India.
Schedule a free consultation to discuss your India entry strategy, or explore our company registration service for a complete overview of what is included.