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Register Company in Brazil
Why Register a Company in Brazil?
As the largest country in South America, Brazil is the only Portuguese-speaking country on the continent that houses a population of nearly 210 million. Brazil’s large population and its geographic advantage have positioned this country as the economic leader of South America and the regional economic power. On top of that, Brazil has gained its traction as one of the most preferred investment destinations due to its strong and globally integrated business base, modern banking system as well as the expanding labor force. Besides, the lower inflation coupled with a strong currency regime and high commodity prices have contributed to the thriving Brazilian economy.
How to Register a Company in Brazil
As of now, the Brazilian economy presents a sustainable and strong growth. Though it can take up to 40 days to open a business in Brazil, many people view Brazil as the growing market with technology expertise and connections overseas.
If you are thinking of registering a company in Brazil, here’s what you need to know.
Decide the business types:
Just like any other jurisdictions, Brazil offers some different types of business entities for those who wish to start a business in the country.
The Limited Liability Company ( Limitada ou LTDA)
– A minimum of two Quota holders (a quota holder may be individuals or legal entities) and it’s not necessary for the Quota holder to be Brazilian but the legal representative of the company must be a Brazilian. This type of company does not require a minimum capital requirement. In the case of having foreigners as the officer or manager, he or she (the appointed foreigner officer or manager) must hold a permanent visa and resides in Brazil and a minimum capital will be required by the Brazilian authorities.
Corporation (The Sociedade Anônima)
– This type of company offers less flexible but more expensive option. It is governed by by-laws and is managed by a management board. At least two Brazilian residents and a minimum capital worth 100 minimum salaries are required for the incorporation.
Name the business:
Decide a company name for the business and check the availability from the Board of Trade (known in Brazil as Junta Comercial) website. The next step is to register the proposed company name with the state Board of Trade where the process is concurrent to the registration of the company itself. (Please note that the name of the company must be valid to be registered with Board of Trade along with the necessary documentation to legally open a company)
Prepare the documents for incorporation:
- Articles of Association
- Company name and proposed business activities.
- Valid address of the company and the partnership’s duration.
- The capital of the company consistent.
- The share or quota of each partner in the company (percentage in the partnership, participation of each partner in the profits and losses)
- Company’s administrator’s name, rights and obligations
- Complete qualification of each partners (name, address, notarized personal documents like certified copy of ID and CPF (Cadastro de Pessoas Físicas) of the holder or shareholders)
- One copy of Standard Application
- One copy of FCN (National Register Application) – models 1 and 2
- Payment of fees through Documento de Arrecadação de Receitas Federais (DARF)
- Articles of Association
Incorporate the company:
Registration at the Board of Trade
Proceed with the registration with the aforementioned documents. A NIRE Identification Number, which is a label or stamp, made by the Board of Trade, will be delivered to its owner after the company is successfully registered. (The NIRE has a number that is fixed in the articles of incorporation.
Registration at Receita Federal
Register the company as taxpayer with the NIRE number and get the CNPJ (National Register of Legal Entity). The CNPJ registration is now available for online registration at Receita Federal’s website.
Registration at the municipality
The registration at the municipality is needed to get the business license. Following documents are required for the registration:
- Completed municipality’s form
- Approved company’s address
- Copy of the CNPJ
- Copy of the Articles of Association
Registration at the State
For companies in the sectors of trade, industry, transport services intercity and interstate, communication services and energy, the State Registration is mandatory for company registration.
After the company is successfully registered
Register at the Social Security
A company is allowed to operate with its business activities after the business license is issued after the aforementioned registration process. However, a new company needs to register at the Social Security even if the new company does not have any employees.
Request permission to print the invoices and authenticate the tax books
The newly registered company can start operating legally once the tax apparatus is ready and registered.
On a final note, Brazil is one of the economy powerhouses that have contributed to the fast-growing economy in South America and it is becoming one of the most-preferred investment destinations in the region due to its vibrant business environment and investment opportunities. If you are thinking of expanding your business overseas, Brazil could be the one that ranks high on your bucket list.
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