List of documents for setting up a company in Brazil

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Incorporation of a company in Brazil requires registration with several governmental authorities. The mandatory registrations are the following: As a first step, the Articles of Association or By-laws must be filed with the Commercial Registry or the Civil Registry (depending on the company’s objectives), in the State where the company is headquartered. Companies become corporate entities, with a legal entity status different from those of the holders of its shares or quotas, only after the Articles of Association or By-laws have been registered.

In order to avoid misunderstandings, unnecessary disbursements and time wasting, at this stage we shall focus on the necessary documents to register the Brazilian company.

Foreign entities or individuals holding shares or quotas in Brazilian companies must maintain an attorney (representative), resident in Brazil, with powers to receive service of process in legal actions involving its holding of shares or quotas.

The foreign entities or individuals shall also be enrolled before the Brazilian Internal Revenue Service (obtaining a CNPJ or CPF). We will take care of obtaining such registrations.

I)         GENERAL INFORMATION

1)      Name of the partners (Brazilian individuals must provide ID, CPF and full address and personal qualifications; Brazilian companies must provide articles of association, CNPJ, ID of the directors and minutes of the meeting that approved the incorporation;  for foreign partners, the documents are described below)

2)      Name of the directors

LTDA (Limited Liability Company): At least one director

S/A (Corporations): At least two directors

The directors must be Brazilians citizens that live in Brazil, or foreigners who live in Brazil with a permanent visa.

3)      Company address in Brazil, along with a copy of the last bill of the city tax on real estate (IPTU) for such address.

4)      Company capital

LTDA (Limited Liability Company): Capital may be paid in the future.

S/A (Corporations): 10% of the capital must be sent through bank transference, before the company is incorporated. Details on this will be discussed in the future.

5)      Company’s purpose of business (objectives);

6)      Name of the company’s representative with powers to receive court summoning (the representative must be a permanent resident in Brazil, either a Brazilian of a foreigner bearing a permanent visa).

II)       LIST OF DOCUMENTS

1)  In case the foreign shareholders are individuals:

(a)       copy of the passport;

(b)       birth certificate (must indicate name of the father and mother);

(c)       power of attorney to a Brazilian representative (a form follows enclosed);

(d)       curriculum vitae (not mandatory, but useful);

(e)       proof of residence (may be issued by the local city hall or by the Brazilian consulate, depending on the country);

Note:    All these documents must be certified by a notary public, and subsequently 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 Brazil.

2) In case the foreign shareholders are companies or corporations:

(a)       proof of investing company’s legal existence in the country of origin;

In general, this document is a certificate or declaration issued by the register of commerce in which the company is registered, containing the declaration that the company is duly registered and existing under the laws of the place of incorporation.

(b)       investing company’s articles of incorporation currently in force;

Articles of incorporation issued or stamped by the register of commerce, along with the declaration of the register of commerce or the corporate secretary that this is the version of the articles of incorporation currently in force.

(c)       proof of investing company’s current officers and directors;

This document usually is one of the following: (i) register of officers and directors, issued or stamped by the register of commerce; (ii) minutes of the meeting(s) that elected the current officers and directors, issued or stamped by the register of commerce; (iii) a certificate by the register of commerce containing the list of current officers and directors.

Plus, ID or passport of the directors or officers.

(d)       power-of-attorney to investing company’s representative in Brazil;

Power-of-attorney in which the Investing company grants to a Brazilian resident the power (i) to be summoned in any lawsuit, action or procedure in Brazil; (ii) to perform the necessary registration of the foreign investment before the Central Bank; (iii) to sign all documents related to the acquisition of shares and to perform the filings of such documents before Brazilian Register of Commerce. These are the minimum powers required by law and needed to perform the transaction envisaged by you.  We enclose a form of powers-of-attorney.

Note:    All these documents must be certified by a notary public, and subsequently 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 Brazil. 

YOU MAY ALSO WANT TO READ: 

How to incorporate a Brazilian company through foreign direct investment

Power of Attorney for setting up a company in Brazil