Company Incorporation in Brazil: Register a Business

Brazil is the largest country in South America with one of the most important economies in the region, responsible for 50% of the continent’s GDP. It has a population of around 209 million people and a Gross National Income per capita of USD$ 9,140. Brazil is also a member of the MERCOSUR trade block, one of the most important in the region.

However, starting a business in Brazil and registering a company can be a long tedious process. According to the Doing Business Rankings, it takes around 11 processes and 90 days (on average) to complete registering a company in Brazil. This ranks it the 125th out of 190 countries evaluated. One of the main reasons for this is the long bureaucratic processes found across the different requirements to form a company.

In the last few years, the Brazilian government has been working to go back to previous economic growth levels and even applied to become a member of the OECD.

How to register a company in Brazil in 2022? What is the registration process? How long does it take to register a company in Brazil? Are you interested in incorporating a business in Brazil?

1. Decide on the right type of company for your business in Brazil

   Brazil has different types of companies to choose from. Each of them has different requirements and benefits, so it is important to decide which one is the best for the business right now and also in the future. It’s necessary to consider how many people are going to be involved, as well as how much the initial capital will be.

   The most common types of companies in Brazil are:

   • Brazilian Public Company or ‘ (S.A.): A SA requires at least 2 shareholders and 3 directors at the moment of the company incorporation. This type of company requires annual audits with board members.

   • Limited Liability Company or ‘ (LLC): In Brazil, an LLC requires a minimum of 2 shareholders and 1 director. It is not necessary that they are Brazilian or have a permanent residency in Brazil, but a Legal Representative must always be appointed. The minimum capital required to register an LLC is only USD$ 1.

2. Appoint a Legal Representative in Brazil

   If your shareholders are not permanently present in Brazil, a Power of Attorney will be required that allows your legal representative to carry out the process locally. This Power of Attorney has to be signed by the corresponding party.

   Also, consider that for foreign shareholders additional documentation will be required.

   All documentation that comes from abroad must be duly legalized and apostilled (if applicable), and these hard-copy documents must be sent to Brazil. Finally, consider that documentation that is not in Brazil, will require translations to be accepted by the local agencies.

   Although this step might sound cumbersome and time-consuming, it is a standard process to register your company in Brazil. Nevertheless, our team can help with the process. You can find more information at the bottom of this article.

3. Submit the Articles of Incorporation to the State Board of Commerce

   The articles of incorporation allow for the constitution of the company in Brazil. This document is essential for business formation as it is going to work as the backbone of the company and rule the way it is run.

   The Articles of Incorporation must include the following information:

   • Name of the company

   • Registered office address and business address (if applicable)

   • Shareholders information

   • Business activity details

   • Legal Representative information

   These documents must be submitted to the local State Board of Commerce for revision and registration. Once approved, the State Board of Commerce will assign the company the NIRE, which stands for Número de Identificação do Registro de Empresa in Portuguese. This is an identification number provided by the State Board of Commerce and it certifies the company is registered.

4. Visit the Federal Revenue Bureau to obtain a taxpayer ID or CNPJ (Cadastro Nacional de Pessoa Jurídica)

   Once the company has been assigned a NIRE, visit the Federal Revenue Bureau to obtain a taxpayer identification number or Cadastro Nacional de Pessoa Juridica (CNPJ). The agency in charge of this is the Receita Federal (Federal Revenue Bureau in English) and the process can be completed in person or online at their platform. This can take from 3 days to a week.

5. Register the CNPJ at the Brazilian Central Bank

   Once the company is assigned a taxpayer ID number or CNPJ, it must be registered at the Brazilian Central Bank (Banco Central do Brasil). This step can be done online, the Brazilian Central Bank will give the company a digital certification proving its registration with this entity.

   Registering the company at the Brazilian Central Bank is an important step.

6. Register the company at the local Municipality to obtain all necessary licenses

   It is necessary that before the company starts operations, it receives all required permits and licenses from the local Municipality. This step also requires a couple of inspections and revisions of the commercial establishment to ensure its safety and compliance with all local regulations.

   The documentation needed varies depending on the type of business and place it is located, but these are some of the general requirements:

   • Application Form

   • Registered office address

   • Copy of the CNJP

   • Articles of Incorporation

7. Open a corporate bank account

   This is the final step in the incorporation process, the bank account can be opened at the bank of your choice. Some of the documents required are:

   • Taxpayer ID number or CNJP

   • Articles of Incorporation

   • Shareholders information

   Each bank offers different types of accounts with many benefits depending on the agreement and goals of the company. It is recommended that the bank offers good pricing structures for international transactions.

   Also, it is important to consider that some banks may have foreign transaction restrictions for companies that have foreign shareholders. It is crucial to take this into account as part of your company establishment strategy, as identifying a bank that has flexible policies will determine when your new company can start its operations.

Get Assistance from Easyco Experts!

Brazil is the perfect country for your company incorporation! To make sure you register your company in the right way, you can get in touch with us, and our team of experts is going to make sure your business registration process complies with all Brazilian laws and regulations.

At Easyco, we make company formation in Brazil easy; our team of corporate experts has vast experience helping companies and individuals register their business in Brazil, with a proven track record of success across all of our services. Easyco aims to tackle the complex company formation processes across LATAM. We make business registration easy by providing a hassle-free online company registration experience. Start your company in Brazil today!

Easyco also provides additional services to guarantee your company’s compliance, which include:

• Appointment of legal representation,

• Providing a registered office address

• Handling tax and accounting

• Hassle-free Payroll Services

• Manage your Company bank account opening

• Manage your Trademark Registration

• Recruiting and Hiring Talent

• Corporate Legal Services.