How to Open an Offshore Company in 2026: Step-by-Step Guide

Opening an offshore company takes four steps: choosing the jurisdiction, registering the company, getting the tax number, and opening the bank account. Brazilian compliance comes after that. Registration itself takes days. What usually stalls is the bank account and deciding how Brazil's Federal Revenue Service (Receita Federal) will tax the profit.

Many people treat company registration as the end of the process. It is only the second step. A company with no tax number, no account and no filing in Brazil exists on paper and is of no use. Below is each step in the right order, showing what is required by law and what is a market estimate.

What are the steps to open an offshore company?

There are eight steps, in four phases. The order matters: the bank account depends on the tax number, which depends on the registration, which depends on the jurisdiction, which depends on the goal.

When does opening an offshore company make sense?

It makes sense when there is a goal that the structure serves better than an individual can. The most common uses are:

• •Investing abroad through a company, instead of several personal accounts.
• •Receiving payments from foreign clients for services, software or royalties.
• •Organizing the succession of assets abroad, without probate in each country.
• •Separating assets from the risks of a professional activity.
• •Planning a move to another country.

It does not make sense for hiding income. Since Law No. 14,754/2023 (Lei 14.754/2023), the profit of controlled companies with passive income is taxed in Brazil every year, whether distributed or not. The two most common uses have their own guides: asset protection and succession without probate.

Step 1: diagnosis

Before choosing a country or a service provider, answer in writing:

• •How much of your financial assets will go into the structure?
• •What is the main goal: investing, receiving payments, succession or protection?
• •Will the company have its own business activity or only hold investments?
• •How long will the structure exist?
• •How much are you willing to pay per year for upkeep, here and abroad?
• •Are there heirs or other partners involved?
• •Are there assets in Brazil, such as real estate or a company, that need to work with the structure?

The third question determines the tax. A controlled company with less than 60% of its own active income has its profit taxed on December 31 of each year, even without a distribution (Art. 5, § 5 of Law 14,754). This is where tax planning comes in.

Step 2: choosing the jurisdiction

The jurisdiction follows the goal from the diagnosis. The ones Brazilians use most:

The Delaware and Wyoming fees are official: Delaware charges US$ 400 per year for each LLC, due June 1 (Delaware Division of Corporations). Wyoming charges an annual report fee of at least US$ 60 (Wyoming Secretary of State).

A common mistake is to say that the US LLC relies on a treaty with Brazil. That treaty does not exist. Brazil has no agreement to avoid double taxation with the US, but it has one with Uruguay, Mexico and Portugal, among others (official list from Brazil's Federal Revenue Service).

The comparison between US states is in Wyoming or Delaware LLC. For other countries, see Delaware, Nevis and offshore in Uruguay.

Step 3: ownership structure

With the jurisdiction chosen, decide:

• •Who the owner is: the individual, more than one family member or a Brazilian holding company.
• •How many layers: a single company or a holding company above operating companies.
• •Who manages: the owner personally or a third party.
• •How Brazil's tax authority will treat the profit: under the Art. 5 rule or under the transparency option in Art. 8 of Law 14,754, which declares the company's assets as if they belonged to the individual. The transparency option is irrevocable for as long as you hold the company.
• •Corporate document: an Operating Agreement for the LLC or articles of association for the Ltd, drafted for your case and not a generic template.

A single-member LLC is, by default, a disregarded entity for the IRS: the US tax authority ignores the company and looks at the owner (IRS - Single Member LLC). This changes the obligations on the US side. Designing the structure is the scope of corporate structures.

Step 4: documents

The service provider and the bank generally ask for:

• •Valid passport.
• •Brazilian ID (RG) and taxpayer number (CPF).
• •Recent proof of home address, in the owner's name.
• •KYC form with occupation, income and source of funds.
• •Business description: what the company does, for whom and in which countries.
• •Bank reference, in some jurisdictions.

Name, address and dates must be identical across all documents. A small mismatch becomes a request for clarification and a delay.

Step 5: company registration

With the documents ready, the registered agent files the formation: Articles of Organization for the US LLC and Memorandum and Articles for the Ltd. At the end of this step the company exists but is not yet operating. It needs a tax number and an account.

The timelines below are market estimates, reported by agents. They are not legal deadlines and vary with the agent and the quality of the file:

Step 6: tax number

In the US, the LLC needs an EIN. The owner does not need an SSN or an ITIN for this. Those who do not have these numbers, or whose company is managed from outside the US, cannot use the online application and apply by phone, fax or mail, with Form SS-4 (IRS - Get an EIN).

Two US obligations have changed or still apply:

• •BOI report to FinCEN: companies created in the US have been exempt from the beneficial ownership report since the March 2025 rule (FinCEN - BOI). Many guides still treat the report as mandatory.
• •Form 5472: an LLC with a foreign owner files it every year. The penalty for not filing is US$ 25,000 (IRS - Form 5472).

In BVI, Cayman and Nevis there is no EIN. The registration of beneficial owners with the local government is done by the registered agent.

Step 7: bank account

This is the step that stalls most often. For a US LLC, the common route is a fintech such as Mercury or Wise Business, with remote opening. To invest, you also open an account with an international brokerage. What weighs most in approval is the business description: "international consulting" is often rejected, while "SEO consulting for law firms in Brazil, eight recurring clients" passes.

The options, documents and reasons for rejection are in bank account for an offshore company. To invest through the company, see offshore company for investing abroad.

Step 8: compliance in Brazil

The structure is only safe once the Brazilian side is up to date:

The rate under Law 14,754 is 15% on the profit. The step-by-step filing is in how to declare an offshore company on your income tax return. To reduce the burden within the law, see how to legally reduce taxes with an offshore company.

How much does it cost to open an offshore company?

The official fees are low: US$ 400 per year in Delaware and from US$ 60 in Wyoming. The real cost comes from the registered agent, a US accountant, Form 5472, an accountant in Brazil and advisory work. The five-year total by jurisdiction is detailed in how much it costs to open an offshore company. Be wary of very cheap "all-inclusive" packages, which generally deliver the registration and leave out the account and the filings.

What are the most common mistakes?

1. •Choosing the jurisdiction by price, not by goal.
2. •Postponing the transparency decision, which is irrevocable and changes the accounting.
3. •Requesting an account with a vague business description. Every rejection stays on record.
4. •Using a generic Operating Agreement, which fails precisely at succession.
5. •Forgetting Form 5472 in the US and the CBE in Brazil.
6. •Hiring an accountant with no experience in controlled companies abroad.
7. •Opening in a third party's name. The beneficial owner is identified by the bank and by information exchange.

Checklist before opening

• • Goal, assets and time horizon defined in writing
• • Jurisdiction chosen by goal
• • Transparency decision made
• • Personal documents consistent with each other
• • Provider hired with a scope covering registration, account and first-year compliance
• • Accountant in Brazil with experience in controlled companies abroad
• • Business description ready for the bank
• • Five-year annual cost calculated
• • Heirs informed and succession instrument reviewed

Conclusion

Opening an offshore company in 2026 is technically simple and demands more on compliance. Registration takes days. The work comes before, in the diagnosis and the tax decision, and after, in the bank account and the filings. Those who follow the eight steps in order end up with a structure that operates and is declared. Those who skip steps find the problem when the bank rejects the account or the Receita Federal cross-checks the data.

To do the diagnosis and choose the jurisdiction, book a consultation.