Registration of Company in Brazil

Brazil, officially known as the Federal Republic of Brazil. The capital city of Brazil is Brasilia. It is the only Portuguese speaking country on the American continent. It is bordered by the Atlantic Ocean (east), Paraguay and Argentina (southwest), French Guiana, Suriname, Guyana, Venezuela (north), Colombia (northwest), Peru and Bolivia (west) and Uruguay (south).

The official currency of Brazil is the Brazilian Real (BRL) with Portuguese as its official language.

The government of Brazil is the Federal presidential constitutional republic. The population of Brazil is over 210 million people. Brazil is a member of the United Nation, G20, Organization of American States, Union of South American Nations and many more.

The authority responsible for registration and incorporation of companies in Brazil include the Commercial Registry of Brazil.

Benefits of Company Formation in Brazil

1. Easier incorporation process;
2. Complete foreign ownership;
3. No minimum investment requirement;
4. No foreign currency control;
5. Double taxation treaties signed with over 20 countries.

Business in Brazil: Taxes

• Corporate tax rate - 15%
• No Value Added Tax rate
• No Capital gains Tax
• No Stamp duty
• Double taxation treaties signed with over 20 countries.

Business in Brazil: Types of Companies

• Sociedades Limitadas (LTDA) - Limited Liability Company (LLC).
• Sociedades Anonimas (SA) - Corporations.
• Branch or representative office of a Foreign Company.

Note that the registration of a foreign Company requires authorization from the Brazilian Ministry of Development, Industry and Foreign Trade (National Department of Trade Registration) because of the formalities and tax matters applicable to foreign company registration, Law&Trust provides a subsidiary company registered in another jurisdiction to kick start your business in Brazil.

Bookkeeping in Brazil

• Annual financial reports requirements - YES.
• Annual return requirements - YES.
• Statutory audits - YES.

Company Formation Requirements

• Certificate of incorporation;
• The Articles and Memorandum of Association;
• No minimum share capital requirement;
• Minimum of two shareholders and directors (no residency requirements);
• The Legal registered address of the company;
• Notarized passport copies;
• Personal details of directors and shareholders;
• Power of Attorney (POA);
• Company name and letter;
• Curriculum Vitae/Legal entity brochure;
• Company Taxpayer Certificate;
• Business registration license/certificate.

All foreign documents must be notarized and legalized by the consulate or embassy in Brazil. The documentation should also be translated into Portuguese by an in-house translator, this does not necessarily rule out the services of a private translator.

How to Register a Company in Brazil: The Registration Process

Step 1. Law and Trust works with the client to get the company’s name and activity approval from the Brazilian Commercial Registry;

Step 2. Law and Trust works with the client to secure the Memorandum of Association (MOA);

Step 3. Law and Trust collects, prepares and files the necessary incorporation documents on behalf of the client to the relevant authorities for approval, which will involve:

• Entering the company (CNPJ) in the taxpayers' registry of Brazil.
• Obtaining a municipal business license.
• Entering the company into the state registry of income and municipal fees, in order to obtain ICMS - VAT.
• Certification of financial and corporate books.
• Permission to issue receipts (Nota Fiscal) of the company.
• Authorization from the fire department.
• Obtaining number CADEMP of the company and its foreign partners from the Central Bank of Brazil.
• Obtaining RDE-IED between the company and each partner from the Central Bank of Brazil.
• Obtaining work permits and permanent visas for Directors (in case they are not citizens of Brazil).

These processes stated above are necessary as certain instances may arise when the company is registered with the assistance of foreign capital or financial resources, this kind of investment must be properly accounted for in the Central Bank of Brazil. This is aimed at the allocation of dividends, capital repatriation, transfer of property, etc. 

This registration is carried out through the electronic system of the Central Bank of Brazil (SISBACEN) and the corresponding registration number RDE-IED will be recording all further operations associated with each partner's investment in the company.

Step 4. Law and Trust works with the client to open a corporate bank account in Brazil;

Step 5. Law and Trust deliver the certificate of incorporation personally to the client or via courier service.

Brazil Company Formation FAQs

How much does it cost to register a company in Brazil?

The cost of registering a company is US$4875. the total cost includes the preparation of legal documents, company registration, payment of all taxes and fees at the time of registration and legal address for the company (a year).

How long does it take to register a company in Brazil?

It takes from 8 weeks to complete the company registration process in Brazil.

What is the most incorporated company type in Brazil?

The Sociedade Limitada (LTDA) is the most common type of company incorporated in the Federal Republic of Brazil.

Do I need a local registered agent to register a company in Brazil?

No, a local registered agent is not needed to complete the company registration process in Brazil.

Do I require a license to run a business or company in Brazil?

Yes, a license is required to run a business in Brazil but it comes down your company intends to run in this jurisdiction.

Why Incorporate with Law&Trust International?

Benefits of company registration, formation, and incorporation services with Law&Trust International in Brazil include:

Full range of related services: Provision of a full range of legal, corporate, government, and business intelligence related services in Brazil. A detailed overview of our services includes full legal support of the company registration procedure, obtaining a legal address, interaction with the official government authorities of the jurisdiction, state fees, legal address of the company for a year, production and registration of company stamps and advising the client as part of the registration process. Opening a bank account and the cost of these services are discussed during the consultation.

Professionals and expertise of Law: Worldwide registration and legal maintenance of companies, accounting services, and audit, tax planning and optimization, trademark and patent registration. Law and Trust provide clients with the best company incorporation services.

Domestic service: Law&Trust ensure our services cover every region, area or state in Brazil. Be rest assured that no matter where the new company intends to incorporate in Brazil, we’ve got the location covered.

Free initial advice: Free consultation from the lawyers of Law&Trust International regarding strategies or the provision of services for analyzing and developing a legal position on an issue the client raises in Brazil.

Confidentiality: Law&Trust makes use of modern technological features to keep the records and details of every client safe.

Efficiency and productivity: Strategically providing up to date personalized services to help your business succeed.

Ready for Company Incorporation?

If you are interested in registering and incorporating a company in Brazil, contact Law & Trust International by simply sending an email or call now to take your business to the next level!