Disclaimer Register Contact us Search
About us
Legal Services
Management
Quality
News
Law Firms
Conferences
Publications
Business Information
Join Us
 
 

Company formation - Brazil

1.What are the different types of company that are available to be incorporated? Brazilian Law provides several types of corporate entities: Unlimited Partnership, General; Share-Oriented Partnership; Capital and Labor Partnership; Limited Liability Companies; the Branch of a Foreign Company; and the Binational Company. But the most common are the Limited Liability Company (LTDA) and Corporation, known as "joint-stock company".
2.What documents are required to incorporate these companies and what are the other registration requirements?

Limited Liability Company (LTDA):

a) Issue of a power of attorney to a person domiciled in Brazil. Such document must receive the recognition of a public notary and must be registered at the nearest Brazilian consulate abroad. In Brazil, it will have to be officially translated into Portuguese and registered;

b) Determine the corporate name and research at the Trade Board if the name has already been registered;

c) Search of a manager who lives in Brazil and of a headquarter;

d) Registry of the foreign legal entity or the foreign person before the Federal Tax Authorities;

e) Drafting of the Limitada Articles of Association;

f) Filing with the Trade Board (Junta Comercial);

g) Filing with the Federal Ministry of Finance (CNPJ - Cadastro Nacional de Pessoas Jurídicas);

h) Filing with the State authorities (Inscrição Estadual);

i) Filing with the Council authorities (CCM - Cadastro de Contribuintes

Mobiliários.Corporation:

a) Statutes of Incorporation must specify the exact number of shares, in which the capital is divided and must declare if shares have or not par value. The initial subscribers must be at least two partners that will be the founders.

b) Initial payment of at least 10% of the issue price of the shares subscribed in cash unless specific legislation requires a higher percentage. This payment must be kept on deposit with authorized bank until approved by the Commercial Registry.

3.How long (approximately in your experience) does this process take from start to finish?

60 days

4.What are the capital requirements (minimum amounts, types of capital, limits of shareholders liability)

Limited Liability Company (LTDA):

a) There is no requirement for a minimum capital amount and type are not specific requirements to constitute this kind of company;

b) The liability of each partner is limited to the amount of each partner's participation.

Corporation:

a) There is no requirement for a minimum capital for a Corporation, except for insurance and financial institutions, utility and export trading companies;

b) The liability of shareholders is limited to the issued share capital subscribed or acquired by them.

5.What is the minimum management requirements (e.g. types of office holder or nationality requirements, etc.)?

Limited Liability Company (LTDA):

The manager may be one of the partners, some of them or all partners or a hired manager. Manager must be resident in Brazil.

Corporation:

It may be managed by a Board of Directors and an Administrative Council or only by a Board of Directors.

6.Approximately, what is the local currency cost in relation to formation expenses and taxes?

 

7.What publicity is required (e.g. filing of accounts, publication of other information)?

Limited Liability Company (LTDA):

No publicity apart from the registered data is required.

Corporation:

The publication of the annual accounts and minutes of shareholders' meetings is generally required.

 

 

 

 

World Link for Law has published its latest business Newsletter which features various articles on international law.

For details of this and other newsletters, go to Publications and for additional legal information go to Conference Reports.