Brazil has found itself to be increasingly attractive given its astonishing economic progress. Ranking fifth in terms of world population, the improvement in economy has enabled a staggering increase of around 6 million growth of middle-class and affluent consumers, enticing many to register company in Brazil. The country maintains good international ties and is a member of the World Trade Organisation (WTO), Southern Common Market (MERCOSUR) as well as BRICS. Our team at Tetra Consultants has broken down how to register company in Brazil in just 5 key steps. Follow us along to better understand the necessary procedures to successfully start your business with the help of Tetra Consultants.
Overview of steps to register company in Brazil :
Registering business in Brazil can be broken down into the following key steps:
1) Planning and preparing your necessary due diligence documents
2) Assigning key roles to your business (talk about legal representation, administrator for business and social business contact)
3) Registering articles with board of trade and public authorities
4) Tax registration and licensing
5) Corporate bank account opening
1. Planning and preparing your necessary due diligence documents:
The very first step towards incorporating your business in Brazil is to decide the type of entity you want to set up and prepare your due diligence documents for processing.
The are a few options you can choose from:
- Corporation (“S.A.”)
- Limited Liability Company (“Ltda”)
- Branch Office of a Foreign Corporation
Corporations require at least two shareholders who are individuals and/or legal entities be it foreigner or not. Corporations in Brazil can decide to be either publicly traded or closed and they will be subjected to filing their financial statements with the local commercial registry which will be published in Brazil’s official gazette. A board of directors (residents in Brazil or non-locals on permanent visa) and administrative council (not limited to residents in Brazil) have to be allocated as well.
Limited Liability Company is one of the most common types of business or legal entity to register company in Brazil. It is a private limited company where each shareholder is limited to their assigned capital. A minimum of two shareholders are required regardless of nationality. However, nonresidents have to be represented by a local resident in the country.
Branch office is seen as an extension of the parent company into Brazil, which tends to take a longer lead time as compared to the other legal entities. To register a branch office in Brazil, the company must submit articles of its corporation, list of existing shareholders and its latest fiscal financial documents which are to be notarized by a local consulate and translated officially.
EIRELI is a type of legal entity that allows the formation of a company with only one partner who owns the entire share capital. The sole shareholder is only held liable for up to the company’s and his own capital.
It is important to decide the type of legal entity you want to form in advance as the different municipalities of Brazil are subjected to different tax codes and rules depending on the type of activities. Tetra Consultants will be able to assist and work according to your business goals and objectives to register company in Brazil.
During your planning phase, it is important to pick your business address in accordance to the type of activity that will be conducted. A corporate name will be required to be registered as well, together with articles of incorporation which will state the amount of capital to be used at the start and when it will be paid.
2. Assigning key roles to your business :
To register company in Brazil, do note on the necessary representatives required to be allocated or assigned accordingly to the different types of business entities. When doing business in Brazil, a legal representative or administrator is required for business entities with only foreign partners to represent them before the Brazilian tax authorities and central bank. A local director will be required for your day to day management of your business as well. Tetra Consultants will assist in the appointment of trusted local representatives on your behalf.
3. Registering articles with Board of Trade and public authorities :
The next step to registering your business in Brazil is to submit the Article of Association (Contrato Social), which is the very first step to register company in Brazil. The article covers your business structure in entirety.
Next is to register with the Board of Trade, which will provide the business with what is known as the Company Registration Identification Number (NIRE). NIRE act as the base for further applications. Documentations required to register with Board of Trade includes: certificate of company name, DARF payments fees for registration of company, articles of association, notarised copy of identification documents for all partners and such.
After successfully applying for NIRE, the business will have to register with the National Registry of Legal Entities to receive their Cadastro Nacional da Pessoa Jurídica (CNPJ) number. After receiving the CNPJ, the business is obligated to register with the Brazilian Social Security (INSS) within 30 days from start of operation. The CNPJ is the most important reference number used for business procedures.
4. Tax registration and business licensing
Upon successful registration of your business, the business is required to register with the Inscrição Estadual, which allows the business to pay for state taxes in the municipality that it will be operating in. The CNPJ number will also be used for application of business licenses and Notas Fiscais (AIDF) which will allow the business to operate and issue invoices as well.
5. Corporate bank account opening:
After registering your business in Brazil, you can proceed with opening your corporate bank account. Tetra Consultants will consolidate the necessary documents and assist with the opening of your corporate account according to the bank of your choice.
With Tetra Consutants by your side, registering a business in Brazil will be smooth and hassle-free. Our comprehensive service package includes planning and strategizing with our clients to select a suitable business entity, completing the registration and documentation processes, obtaining required licenses, opening a corporate bank account, and ensuring your compliance with the government regulations.
Contact us to find out more about company registration in Brazil and our dedicated and experienced team will revert within the next 24 hours.