Procedure for Setting up a Company

Information on how to get your business off the ground...

Before a Brazilian company may be incorporated, the following preliminary matters must be decided upon:

  • Name of company: the company name must give an indication of its business area. If a foreign company is the investor, the foreign company's name may be used followed by the words do Brasil (of Brazil). The individual may check the company name with the State Commercial Registry Office (Junta Comercial) to ensure that the name of the company is not already registered (although this is not obligatory)
  • Names of quotaholders or shareholders: the identity of the quotaholders, in the case of a Limitada, or shareholders, in the case of an SA, must be known before the company can be incorporated
  • Legal address: the company must have a legal address. If a permanent office for staff is not required, the services of a company offering virtual office addresses may be used
  • Capital: the initial capital of the company must be decided, as well as the period during which it will be paid up, which may be as long as one or two years
  • Management: the people who will comprise management must have been identified and named

Once the above has been decided upon, the text of the Articles of Association or By-laws must be finalized with the Brazilian lawyer and the company must be registered with the competent state Commercial Registry or the Civil Registry. This registration will be handled by the Brazilian lawyer.

Steps to be Taken After Incorporation

Once the company has been formally registered by the Commercial Registry or Civil Registry, the following actions should be taken:

  • Obtain a Brazilian Federal Tax Number (Cadastro Nacional de Pessoa Juridica - CNPJ), this can be handled by the Brazilian lawyer
  • Hire the services of an accountant to keep the company books
  • Register for State and Municipal tax: this may be done by either the lawyer or the accountant once the CNPJ has been obtained
  • Remit the company's capital to be paid up initially through official banking channels and register the remittance with the Brazilian Central Bank within 30 days of entering Brazil. Registration is necessary to allow the remittance of profits abroad and the eventual repatriation of the investment. Registration is done online
  • Obtain the necessary corporate and accounting books: this may be done by the accountant
  • Have invoices printed: this will allow the company to start invoicing sales of products or services
Information prepared by Eric Street, Pantaleão Advogados Rua do Rócio, 423, 5th floor, 04552-000 São Paulo, Brazil Tel: (11) 5093 4273 (direct line) / (11) 3045 8803 (main switchboard) e-mail / Website