Incorporation of a limited liability company in Brazil

In Brazil, the applicable legislation for Limited Liability Companies are Law No. 10.406/2002, that’s Brazilian Civil Code (Art. 1.052 to 1.087) and Normative Ruling No. 98, issued by Nacional Trade Registry Department (DNRC), establishing the Manual on Registry Acts of Sociedade Limitada. The Boards of Trades in Brazil are directed, mainly by the Manual on Registry of Sociedade Limitada. Is important too, note the Normative Ruling No. 34 of DNRC about companies of which foreign origin legal entities.

The Social Contract must be filed with the Commercial Registry. The legal representative must have permanent residence in Brazil, be born Brazilian, naturalized or foreigner with permanent visa in Brazil, besides having a fixed residence, as it will have legal and fiscal responsibilities before the Brazilian authorities.

The foreign entities or individuals shall also be enrolled before the Brazilian Internal Revenue Service (obtaining a CNPJ or CPF).

In a Limited Liability Company, are necessary some data are needed, like the name of partners, name of directors (the directors must be Brazilians citizens that live in Brazil, or foreigners who live in Brazil with a permanent visa), company address in Brazil and company capital.

The documents required by Boards of Trades, are:

1. Social contract signed by partners or their proxies;

2. Certificate or declaration issued by the register of commerce in which the company quota holder is registered, containing the declaration that the company is duly registered and existing under the laws of the place of incorporation;

3. Depending on the legal nature of the company, investing company’s articles of incorporation currently in force and proof of investing company’s current officers and directors;

4. Copy of the passport and proof of residence of the legal representative of the foreign partners/shareholders/ company quota holder;

5. Power-of-attorney to investing company’s representative in Brazil to be summoned in any lawsuit, action or procedure in Brazil, to perform the necessary registration of the foreign investment before the Central Bank, to sign all documents related to the acquisition of shares and to perform the filings of such documents before Brazilian Register of Commerce;

These documents must be certified by a notary public and submitted to the Brazilian consulate for its legalization. After the documents are certified and legalized in the country of origin they shall be sent to us. We will have them translated by a sworn translator in here.

Moreover, all foreign direct investment must be registered at the Central Bank of Brazil.

The registration is done electronically.

With the presentation of documents, the company or individual foreign investor may participate as a partner of a Brazilian company, acquiring legal personality in Brazil, by registering their records in the competent entities.

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