Step 1: Selecting the Ideal Business Structure
Before embarking on the company formation process, it’s crucial to choose the most suitable business structure. Fionza Consultants will offer expert guidance to help you determine the optimal entity that aligns with your specific requirements. In Brazil, the most prevalent business structure is the Limited Liability Company, known as “Sociedade Limitada” (LTDA).
While there is no strict minimum paid-up share capital prerequisite for establishing a company in Brazil, Fionza Consultants highly recommend reserving a minimum of US$20,000 to support your business activities.
Step 2: Reserving Your Company Name
Fionza Consultants will conduct a thorough search and register your company’s name with the Brazil Junta Comerciais, also known as the Board of Trade.
Step 3: Document Preparation and Submission
If your company involves foreign directors or shareholders, specific documentation is necessary for incorporation. This includes notarized copies of passports and proof of addresses for individual directors and shareholders.
Fionza Consultants will provide valuable assistance in preparing corporate documents required for company incorporation, such as the business plan and “Contrato Social” (Articles of Association).
In the case of appointing a corporate shareholder, Fionza Consultants will require documents like the Certificate of Incorporation, Memorandum & Articles of Association, minutes from relevant Board of Directors’ meetings, power of attorney to appoint a corporate shareholder’s representative, directors’ personal information, and other pertinent documents.
Once all the essential documents are prepared, Fionza Consultants will submit them to the Board of Trade for the company’s formation. Following a successful registration, you will obtain a Certificate of Incorporation and a NIRE (Company Registration Identification Number).
Step 4: Opening a Corporate Bank Account
After completing your company registration, you can proceed to open a corporate bank account. Fionza Consultants will facilitate the consolidation of necessary documents and assist in opening a corporate bank account with a reputable bank of your choice.
Typically, directors and shareholders are not required to travel to Brazil for this purpose. However, if travel becomes necessary, our representative can accompany you to the bank meeting. Alternatively, our team can negotiate with the banks to conduct a conference call or request a waiver.
Upon successful bank account setup, Fionza Consultants will dispatch the internet banking token and access codes to your preferred address.
Step 5: Tax Registration
Once your company is registered, Fionza Consultants will apply for a CNPJ number with the Department of Federal Revenue Service. Additionally, we will assist your company in meeting its annual accounting and tax obligations.
Generally, businesses in Brazil are subject to an annual corporate tax rate of 34%, with Brazilian resident companies being taxed based on worldwide income.
Step 6: Business License Application
Depending on your business’s sector and location, you may require a business license. Fionza Consultants will aid in the application process for a business license from the local City Hall if necessary.
After obtaining the business license, your company may also need to apply for a sanitary permit to demonstrate compliance with sanitary requirements.