Brazil Company Formation & Incorporation
Frequently Asked Questions
Yes, you don’t need to have a Brazilian partner to start a company in Brazil, however you will need to have a Brazilian Address for the company, Brazilian resident Administrator, and Brazilian resident legal representative, in order to form a Brazilian company (Ltda) and obtain a Corporate Bank Account.
A LTDA may be dissolved...
● At the end of its terms (as stated in the Articles of Association)
● By a unanimous resolution of all quota holders or by the resolution of quota holders representing an absolute majority in a company with an undetermined term of duration
● If there is only one quota holder that exists and the minimum of two quota holders is not reestablished in 180 days
● Filing bankruptcy. The death of a quota holder does not cause a LTDA to dissolve. The quota holder may be help by the diseased heir or the company can continue with the remaining quota holders (provided in the Articles of Association).
is equivalent to a limited liability company (LLC) in the United States, Pvt. Ltd. (Private Limited Company) in India, Private Company Limited by Shares in the United Kingdom. This company formation (LTDA) is most commonly used for foreign businesses in Brazil.
● Resolution of the quotaholders by increasing or decreasing the company’s capital
● Extending the term of the company’s duration
● Changing the company’s name
● Changing their head office address
● Changing or adding activities
● Admitting or excluding quotaholders.
Quotaholders who disagree with an amendment to the Articles of Association have the right to withdraw from the company.
“Any goods, machines and equipment coming into Brazil with no initial foreign currency expense, for the production of goods or services, as well as financial and monetary funds coming into Brazil to be invested in economic activities, provided that in both cases these assets belong to individuals or legal entities either domiciled or headquartered abroad.” (Law n. 4.131/62).
It’s around ~40 Step, in brief can be as:
1. Documents must be prepared in the mother country and sent to Establish Brazil. “A separate guidelines for document preparation with examples will be provided”
2. Documents translated by a public sworn translator (in Brazil)
3. Documents & Translation registration (in Brazil)
4. EstablishBrazil will obtain a CPF/CNPJ (tax payer ID) and draft an AOI.
5. File the Articles of Incorporation with either the Commercial Registry or the Civil Registry office. (ex. Board of Trade)
6. EstablishBrazil will enroll the AOI with the Legal Entities Taxpayers Registry of the Brazilian Internal Revenue Service (CNPJ),
7. If your company is commercial, you must also register with the State and Municipal taxpayers’ registry
No, in 1995 an amendment was passed in the Brazilian Constitution to amend the legal differences between foreign investments and domestic local investments. However, there are still some formal requirements that must be fulfilled in order to complete the registration process for your company. Things like:
● Document preparation (notarized and apostilled by Brazilian consulate).
● A Brazilian resident must be the legal representative for the foreign Quotaholders (partners need legal representative “Attorney-in-fact” temporarily till they obtain residency in Brazil)
● Quotaholders must name a Brazilian resident as the Managing-Director / Administrator for limited liability companies.
But when talking about business; selling, buying, taxation, etc., businesses are 99.99% the same for Local domestic direct investment and foreign direct investment.
Quotas are not represented by securities or certificates, but their ownership is granted by the AOI. Any transfer of title of the quotas requires an amendment to the Articles of Incorporation. The law requires the approval of quotaholders that hold at least 3/4 of the total company capital to amend the Articles of Incorporation.
In general, there is no minimum required for start-up capital, however, if you wish to apply for an investor/permanent visa for partner or company officer/administrator, you must invest a minimum of R$ 150K or R$ 600K. To obtain the visa, you will need to show/proof of capital, of at least this amount, in your Brazilian bank account.
There are only a few areas restricted:
● They impose restrictions on financial institutions
● The acquisition of rural and frontier real estate
● Broadcast media content
● Nuclear energy usage
Limited liability Company (Sociedade Limitada/Ltda in Brazil) is the most common legal entity for foreigners starting in Brazil.
● Minimum Two Quotaholders (partners can be Foreigners, Brazilian, Individuals or Legal Organization)
● No minimum start-up capital (however with R$150k or R$600k capital you may apply for permanent visa)
● It takes 20-45 days, (from time properly prepared documents are ready)
● Company can be Formed Remotely (No need for Quotaholders/Partners to come to brazil)
● Company can be Administered Remotely (Establish Brazil Provide this Service)
● Company needs domestic Address (on the state of company formation, Establish Brazil Provide this Service)
● Partners need legal representative (Residence in Brazil, Establish Brazil Provide this Service)
● Partners have to name Administrator (administrator not necessarily a partner but has to be residence in Brazil, Establish Brazil Provide this Service)
Document preparation for Quotaholders is relatively simple. You usually need Passport copy and a POA for personally owned LTDA, and AOI, Company letter and a POA for legal organization/for LTDA owned by two or more legal organizations/companies.
The Central Bank of Brazil is responsible for:
● Maintaining a special registrar of all foreign capital, without taking into account the procedure used to bring it into or out of the Country.
● Records are kept for direct investments and loans in either cash or goods;
● Reinvestments of foreign earnings and capital increase of companies (effective in accordance with the law enforced);
● Values affected as a result of a return in capital, earnings, profits, dividends, interest, amortization, royalties or any other means that represent the transfer of earnings to a foreign country.
Foreign entities or individuals holding shares or quotas in Brazilian companies must maintain a legal representative (attorney-in-fact). Residents in Brazil need to have powers to receive service of process in legal actions involving their holdings of shares or quotas, as well as be enrolled in the Brazilian Internal Revenue Service Agency. However, if one of the Quotaholders/Partners (foreign natural person) applies for a permanent investor visa after an R$ 600k direct investment in the company, this foreign shareholder will be able to manage the company and revoke the power-of-attorney to his former legal representative.
Mandatory and regulatory requirement:
● Proof of Identity (passport, national ID..)
● Proof of residency (electricity, phone or water bill) Optional: sometimes mandatory and always useful
● Curriculum vitae (CV)
● Marriage certificate
● Birth certificate
For personally owned Brazilian Ltda:
● Passport copy
● POA (Establish Brazil will provide template) For Brazilian Ltda Owned by Legal entities:
● Company Letter (Establish Brazil will provide template)
● POA (Establish Brazil will provide template)
In addition, the provision of a Curriculum Vitae/legal entity brochure is sometimes mandatory and always useful. Documents must be notarized, and then registered / apostilled at the Brazilian consulate. Please check document Ref.:EB083 title: FDI-CompanyFormation, Documents preparation & EXAMPLES
The registration process for company formation of Sociedade limitada/LTDA (Limited Liability Company/LLC) take approximately 20-45 days for simple services rendered. For a more complex and/or commercial LTDA formation, it can take up to 4 months. These dates are approximated from the time we receive all of the properly prepared documents.