LLC or Corporation: What’s the Best Structure for Brazilians Starting a Business in the U.S.?

One of the first and most important decisions when starting a business in the United States is choosing the right legal structure. For Brazilian entrepreneurs, this choice impacts everything — from taxes and liability to investor relations and long-term growth.

At Zecca Ross Law Firm, we help international founders, including many from Brazil, navigate U.S. business formation laws and select the entity type that provides the most protection and flexibility for their goals.

Understanding the U.S. Business Structures

The two most common structures for international entrepreneurs are the LLC (Limited Liability Company) and the Corporation (C-Corp or S-Corp).

1. LLC – Limited Liability Company

An LLC is one of the most popular choices for Brazilian business owners entering the U.S. market.
Advantages:

• Simplicity: Easier to form and maintain than a corporation.
• Liability protection: Your personal assets are separated from your business liabilities.
• Flexible taxation: Profits can “pass through” to owners, avoiding double taxation.
• Less formal paperwork: No requirement for a board of directors or annual shareholder meetings.

Best for: Small to medium-sized businesses, service providers, e-commerce, and entrepreneurs seeking flexibility and low maintenance.

2. Corporation (C-Corp or S-Corp)

A Corporation is a separate legal entity that offers more formality and structure — often preferred by startups or investors.

Advantages:

• Attracting investors: C-Corps are the preferred structure for venture capital and outside investment.
• Strong continuity: The company exists independently from its shareholders.
• Potential tax planning benefits: Depending on your business model and profits, certain deductions and reinvestments can be optimized.

However, corporations are subject to “double taxation” — once at the corporate level and again on dividends to shareholders — unless structured otherwise.

Best for: Startups seeking funding, companies planning rapid growth, or those reinvesting profits in the U.S.

Key Differences for Brazilian Founders

FeatureLLCCorporationOwnershipOne or more membersShareholdersTaxationPass-through (no double tax)Double taxation (C-Corp)FormalitySimple, fewer meetingsRequires board, bylaws, and minutesInvestmentLimited investor optionsEasier to attract investorsFlexibilityHighModerateIdeal forSmall and mid-sized businessesStartups and expanding corporations

Legal Considerations for Brazilians

For international founders, the structure choice also depends on:

• Whether the business will have U.S. partners or investors
• Your long-term presence in the U.S. market
• Tax residency and how profits will be distributed to Brazil
• The state of registration (each has its own rules and fees)

Our attorneys at Zecca Ross Law Firm guide clients through these details to help them select and form the entity that best fits their cross-border strategy.

Why Work with Zecca Ross Law Firm

• Expertise in cross-border business formation for Brazilian entrepreneurs.
• Strategic advice on tax efficiency, liability protection, and ownership planning.
• Guidance on compliance, filings, and ongoing governance to maintain your company’s good standing.
• Clear, bilingual communication every step of the way.

Get Started with Confidence

Choosing between an LLC and a Corporation is one of the most important steps in your U.S. expansion. The right decision today will save you time, taxes, and complications later.

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