The fastest way to have a Brazilian company

Incorporating a company in Brazil takes time. In average, 3 months (for details about incorporation ,please see this post).

I have tried to speed up this process, but without much success. It depends on several independent things: availability of a translator, public hollidays, courier delivery, etc. 

Indeed, this is one of the aspects of Brazilian bureacracy and lack of competitivity. Each step of the task is slightly inneficient. Combined, they slow down the rythm of business. 

When the project includes a Brazilian partner, this hindrance does not matter much, because he will be expecting it and the plans would already have counted for the delay. 

But when the project is totally controlled by foreign parties, this kind of time is essentially counted as a waste. 

I have been experimenting with a system that is less safe, legally speaking, but that can be used to conduct business at a faster pace. Here it is: 

a) I will incorporate a service company in Brazil, with two nominee partners and one nominee director. The company will have the same name desired by the investor;

b) the nominee partners and directors will enter into a quota/shares sales agreement with the future investor. This agreement will allow for a 60-day period in which the buyer (the investor) will be allowed to participate in the company`s management/

c) the investor will prepare the documents required to take possession of the quotas/shares;

d) meanwhile, the Brazilian company may enter into agreements with local partner. The company will refrain from issuing invoices, however. The invoices will be issued only after the foreign investors formally acquire the quotas. 


In short, the procedure is an acquisition of shelf-company. But with some additional agreements that ensure that the foreign investor will have control over the company even before they are formally the owners. 

This strategy is more expensive than a regular incorporation. There will be extra costs with the nominee partners, with additional agreements, etc.

The advantage is that it could allow the foreign investors to conduct business in Brazil within 03 weeks, instead of 12 weeks. 

Business will be limited, of course, and this strategy will work better with service company. Also, import/export operations will not be possible at first, because any Brazilian company that is to engage in international trade must first obtain a license (the "Radar").  

Even so, this strategy will allow investors to have a legal presence in Brazil much faster than usual. 

SEE ALSO:

Incorporating a Brazilian company, step by step

List of documents for setting up a company in Brazil

Importing to Brazil, Setting up a Subsidiary/Sending a representative to Brazil.

Adler,

I've been reading your blog, it's extremely helpful, but thought I'd ask if you could provide any information for a number of questions. Any knowledge you can share would be greatly appreciated. I am currently working for a sourcing and Distribution Company based in the UK. The next stage of our expansion will target Brazil and I intend to move to Sao Paulo to achieve this. My main questions are about the VISA and registration details for me to conduct business in Brazil.

 To what extent is it possible to remain employed by my office in the UK whilst living and working, exclusively for them, in Brazil? Would a business VISA (VITEM-II) cover this? How long for? What effect does the exemption for UK citizens have on this? How can we open an office in Sao Paulo, which I would head and then potentially expand? There seems to be very little information on this subject available.

Thank you for any advice.

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Thank you for your contact.

Basically, what you need is an investors Visa, which can be acquired if your company invests at least 200.000 USD in Brazil and appoints you as a director. A business visa will only allow you to be in Brazil 6 months in a year, which is not enough.

To open an office, the best way is to start a fresh company in Brazil. This usually takes 2 months, including the registration of the capital before the Brazilian Central Bank. Except for the minimum capital required to ask for a director's Visa, there is no minimum capital required. That is, you could start the company with 1.000 USD if you wanted to.

Only, in this case, you wouldn't be able to request a permanent director's Visa. The other option would be to open a subsidiary of your company here, but the bureaucracy is more troublesome than what is required to just start a new company. So, I wouldn't advise this way.

The monthly costs with accountants, rental of a small office and one secretary would be about 3.200 USD, if you are very economic. Well, this is a super short version of what you need to know. Please give me some more details about your plans.

Regards,

Adler

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Adler,

Sorry I haven't replied sooner to acknowledge your reply. I am very busy with other commitments but will hoping to give this more attention in the coming weeks.

At the moment we are still unsure what our plans will be and how soon we can realistically expect to take the first significant steps. I do have a couple of immediate questions though. Is the R$600,000 investment visa the most economical way to attain long term permission to stay in Brazil? Or, for example, would it be possible for a Brazilian friend to set up the new company and employ me?

Thanks,

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Well, given all the recent politic upheavals in the world, I can understand your uncertainty.

I do hope you come to Brazil soon, tough. Regarding the Visa: Aside from the R$600.000,00 investment, the company could also invest a minimum of R$150.000,00 + commit itself to creating at least 10 jobs within 2 years.

Other than that, any company in Brazil could require a Visa for you as a foreign employee. But, since a ratio of 2 Brazilian employees to each foreign employee must be kept at all times, I would not suggest a new company to request the Visa, but rather an older one, which already has other employees. Keep in mind that the Working Visa is usually granted only to workers with, at least, a college degree. (the law speaks about "valuable technical skills").

Regards,