Brazil: General Guidelines for Foreigners who Intend to Open a Brazilian Corporation By Jose Santiago
March 11, 2008
This article covers some of the general issues and requirements encountered in opening a Brazilian corporation.
Documents and Information on the partners/owners of company/corporation
All types of companies/corporations in Brazil require at least 2 quota holders (owners) which could be 2 individuals or 2 corporations or a combination of these two, either foreign nationals or Brazilian Nationals.
If a foreign corporation will be the shareholder/owner, you will need copies of the following documents, all notarized, legalized and sworn translated:
- Articles of incorporation and Bylaws of the corporation domiciled abroad. Which they must indicate the person that is empowered to legally represent the company.
In the case of a foreign individual as the company‘s shareholder/owner, the following documents will be needed:
- Copy of passport (copy notarized and legalized);
- Copy of Brazilian CPF card or Protocol;
- Proof of residency abroad (copy of a utility bill);
- Power of Attorney (notarized and legalized)
- Mailing address in Brazil (where corporation will establish its address).
Documents and Information on the Administrator / Registered Agent
By law, all Brazilian corporations/companies must have a local administrator or registered agent. This person must be a Brazilian citizen or a legal resident of Brazil and will be responsible for the corporation‘s activities before all of the different governmental authorities. Some foreigners chose a friend. But, most importantly, you must appoint a person that you trust.
Based on my past experiences in Sao Paulo, if everything works out fine with the local authorities, I estimate the time that takes to open a corporation in 30 regular days.
The Administrator / Registered Agent: Foreign owners of Brazilian companies, must, by Law, have a Brazilian resident representing them before the Tax Authorities and the Commercial Registry. Preferably, a key person, since he/she will be jointly responsible for all tax responsibilities. In this case you can appoint a person that you trust in Brazil. Alternatively, lawyers and accountants, may represent foreign clients, but there will be additional fees. Nonetheless, please note that this is only until the permanent visa is granted and the owner becomes a legal resident and is enabled to represent him/herself before the authorities.
Jose C. Santiago
Licensed Attorney – Brazil