How To Register a Company in Brazil

Register a Company in Brazil

The Federative Republic of Brazil (República Federative do Brasil), commonly known as Brazil is a country located in the continent of South America and has its capital located in Brasilia. It is regarded as the Fifth largest country with a land mass of 8.5 million Square kilometres and shares borders with all South American countries except for Chile and Ecuador. It is also the seventh most populous country in the world with a population of 217 million people, with Sao Paulo being its most populous city. Brazil is regarded as an advanced emerging economy and in terms of GDP, is ranked 12th largest with a nominal GDP of $1.833 trillion and 9th largest with a PPP GDP of $3.680 trillion. Brazil is a diversified economy with the services sector contributing about 72% of its GDP, albeit Brazil has been ranked as the largest producer of coffee, sugarcane, soy and orange while also being in the top 10 producers of maize, cotton, lemon, tobacco, pineapple, watermelon, etc.

The Brazilian economy has historically been regarded as the biggest in Latin America and the 12th biggest in the world in terms of nominal GDP. Brazil has historically been amongst the top ten largest economies in the world and according to IMF in 2022, currently have a GDP per capita income of $8,857 per person. The top businesses in Brazil span different sectors such as Agriculture, Mining, Industry, Creative Industries, Tourism, Energy and Transportation. Despite the positive outlook of the Brazilian economy, it is still ranked as one of the hardest countries within the South American region to do business, especially as a foreigner. This is attributed to its complex political bureaucracy. In a bid to encourage economic integration, Brazil co-founded the Southern Common Market (Mercosur), a regional economic initiative that includes Argentina, Paraguay and Uruguay. This offers a plethora of opportunities for Brazilian firms to attract foreign investors. This initiative positioned Brazil as the fourth largest recipient of foreign direct investment worldwide in 2019 to the tune of $73.5 billion.

The process to register a business in Brazil is cumbersome and complicated with a large amount of paperwork and an in-depth knowledge of the Brazilian company registration process. Before the business registration process can commence in Brazil, the proposed business owners need to employ a legal representative of Brazilian origin or a permanent resident. This is mandated by law, as the legal representative is expected to take upon the duties of the registration and for this to be successfully done, power of attorney must be signed over to the legal representative. This is done through the following site. After which, all necessary documents, which are foreign will need to be legalised to kickstart the registration process. The business registration process will be explained in the following steps:

The first step in the business registration process is the confirmation of the business name. The proposed business name needs to be unique and must comply with the laws of the Brazilian state wherein it is to be registered. It usually costs around R$50 and is done on the website of the state’s commercial Registry

The next step is to obtain a Cadastro Nacional de Pessoas Juridicas (CNPJ), which is the Brazilian corporate Tax Identification Number (TIN). The TIN allows for easy identification of the business and it is done physically at the Brazilian Revenue Service office or online.

After obtaining the Corporate Tax Identification Number (CNPJ), the company is then registered online with the Junta Comercial do Estado do Rio de Janeiro (JUCERJA)

After completion of the registration with JUCERJA, the business is required to obtain an operational license from the Rio de Janeiro Secretariat of Finance. This is done online

After obtaining the business license, the business is then registered with the Federal Revenue Service of Brazil (Receita Federal do Brasil) through the submission of form CNPJ-02 in order to obtain a Federal Tax Payment ID (CPF) for payment and tracking of company’s taxes. This is done online

Upon the receipt of the CPF, the business must open a corporate bank account in its name, which is then used to manage the entire business’ finances.

Upon creation of the bank account, the business submits the form CNPJ-02 to the Social Security System (INSS) to obtain social security benefits for its employees. This is done online

In preparation for the commencement of operations, the business must apply for and obtain a municipal business license from the municipality in which it is situated. The Municipal business license is called alvará de funcionamento and is to be obtained at Secretaria Municipal da Receita e do Patrimônio PúblicoImobiliário or online

Upon receipt of the Municipal Business License, the business must obtain a state tax identification number (CPF-ME) and this is done online

Upon completion of all the steps, the business is then issued a Certificate of Corporation from the Brazilian Commercial Registry. The certificate confirms its legality and empowers the business to commence operation. The certificate typically costs around R$200 and can be printed online

Upon receipt of the Certificate of Incorporation, the business is then expected to register the paid capital with the Brazilian Central bank, after which, the initial deposit of the capital is paid into its corporate bank account.

The Brazilian business registration process requires a careful understanding of the laws, required documents, fees and strict adherence to the required steps. This ensures there are no hindrances and/or delays to the business registration process.

The following are the documents needed to complete a business registration in Brazil:

1. Proof of Identity (Passport Data page, Driver’s License)
2. Proof of Residential Address (Electricity Bill, Financial Statement)
3. Proof of Attorney
4. Share Capital
5. Objects of Incorporation

All foreign documents need to be notarized by the Brazilian Embassy before they can be accepted for business registration.