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23 de Julho de 2024

How to open a company with foreign participation in Brazil

Setting Up a Company in Brazil

há 4 anos

The success of international investments depends, in the first place, by obeying the right rules of law.

The faster and simpler the process, the greater the guarantee that the local company will have the tools it needs for growth and success.

For companies looking for opportunities in Brazil, having the support of lawyers and paralegals can be the decisive solution to accelerate the constitution of the legal entity, with competitive costs and proven effectiveness. As Brazil ranks among the most bureaucratic countries in the world in setting up companies, including those with foreign partners in the composition of the share capital, the complication and required documents are increasing. In addition to the requirements regarding the legalization of documents signed abroad, there are procedures in the Registry of Titles and Documents that precede the filing of the Social Contract of the Brazilian company to be constituted in the Commercial Registry.

Are you looking at the Brazilian market?

1 - Legal Representation

The first measure to establish a foreign company subsidiary in Brazil is to appoint a legal representative in the country, called "corporate and tax attorney". The future attorney-in-fact must be a born Brazilian, a naturalized foreigner or with a permanent visa and have a residence and tax domicile in Brazil.

From that moment on, he will be responsible for the interests of the foreign company as a partner of the Brazilian company. This attorney-in-fact, empowered to receive service in judicial and / or tax proceedings, will be responsible to the official Brazilian authorities.

Equally necessary is the appointment of an individual resident in the country to exercise the position of administrator or director of the Brazilian company. This administrator cannot be prevented by special law or be sentenced to a penalty that prohibits, even temporarily, access to public offices, or for bankruptcy, malfeasance, bribery or bribery, concussion, embezzlement, or against the popular economy, against the national financial system, against competition rules, consumer relations, public faith or property.

2 - Articles of Incorporation

Once the legal representative has been defined, the constitution of the company passes to the stage of writing the articles of association. It is in this document that all the national and / or foreign partners will be listed, the corporate name, corporate purpose, the official address, the capital of the company, company administration, board of directors, governance clauses, among others. At this stage, it is important to have the support of a law firm to define all of these terms.

3 - Registration in Public Administration

At this stage, the constitution of the new company will pass through the Brazilian federal, state and municipal levels. In order to operate legally and in accordance with the corporate purpose, it is necessary to obtain a series of licenses in advance, in some cases prior to the filing of the social contract with the Commercial Registry of the state where the company will be installed. With the Social Contract duly registered, the next phase is at the federal level, in order to obtain the National Register of Legal Entities (“Cadastro Nacional das Pessoas Jurídicas”), which will enable the collection of taxes and ancillary obligations to the Federal Revenue of Brazil.

4 - Central Bank of Brazil Records

In order for the foreign partner to be able to make investments or loans to the Brazilian subsidiary with a view to its capitalization, it is necessary to carry out electronic records in the Central Bank of Brazil system that will enable the entry of foreign resources with a foreign capital nature in the long term and / or foreign loans. Law 4,131 / 62, which deals with foreign investments, guarantees equal treatment to foreign currencies entered into Brazil and determines deadlines for declaring foreign capital invested in Brazil to the Central Bank. The registration of these values in the Electronic Declaratory Registration (RDE) module guarantees the return of the invested capital abroad, quickly and without the need for prior authorization.

At this stage, it is necessary that the Brazilian company is already in the process of opening a current account in Brazil in order to make it possible to receive funds and close foreign exchange contracts.

Due to better return, make sure you won't be double taxed, depending on the double non taxation agreement between Brazil and the shareholder.

5 - Accounting and Human Resources

With the Brazilian company duly constituted and registered with government agencies, it is necessary to establish the accounting and human resources structure, which are fundamental areas for the collection of taxes and compliance with labor and social security legislation.

If you are not interested in having a cost with these departments right away, we can suggest companies that specialize in Business Process Outsourcing that we completely trust.

For that the right account system is fundamental to secure about aggressive tax planning, or paying unnecessary taxes.

At this stage, the analysis of the documentation by the Municipal (City Hall) and State (State Finance Secretariat) authorities also begins, depending on the object of your company.

After the company constitution now you may choose the way to send money.

Indeed, we are compromised to accept bitcoins or fiatcoins for experimental users, but the future contract have to properly predic the riscs as the money convertion to Brazilian Real could be more exposed due to exchange variance. We are not recomending this way, but it should be considered avoiding bank intermediation and its costs.

6 - Contracts, customers and subscriptions

With the steps above completed we are able to maintain compliance and contact between the counterparties.

We may have an investment for you, contact us.

*André Colares is a 10 years lawyer and has finished the course in an awarded university by the Brazilian Bar Association, with a master's degree in tax law

This is an informational bulletin, should not be considered as legal opinion.

More information at: https://www.andrecolares.adv.br

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