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Open a Business in Brazil

Open a Business in Brazil

Opening a business in Brazil in 2022 requires a few important steps like knowing the legislation, the business style, and management.

Our lawyers in Brazil can explain the legal aspects involved in business registration in Brazil.

Brazil – An attractive spot for entrepreneurs

Brazil’s position as the biggest economic powerhouse within Latin America and the 9th largest globally explains why Brazil is so attractive to entrepreneurs.

Although the procedure for opening a business in Brazil is more difficult than in other countries, the potential benefits are huge in this vast market of more than 209 million individuals. Additionally, alternatives are readily available to help you get your business up and running quicker and our law firm that provides legal services in Brazil can help you.

Starting your own business in Brazil is often an intimidating task for foreign entrepreneurs due to the many layers of bureaucracy and language barriers. Therefore, many turn to local partners to aid in the process. Find out more about how to open a business in Brazil in this article.

Furthermore, if you are interested in acquiring Brazilian citizenship you are welcome to interact with our knowledgeable lawyers. Our attorneys in Brazil will provide you with complete legal assistance in this matter.

 Quick Facts  
Types of companies which can be started by foreigners  

Limited Liability Corporation
Single Holder Limited Liability Entity
Branch of a Foreign Corporation

Minimum share capital

for LTD Company 

No minimum share capital required

Minimum number of

shareholders for Limited Company 

 2
Time frame for the incorporation 

60 – 90 days

Corporate tax rate  34%
Dividend tax rate 

20% 

VAT Rate 

18%

No. of double taxation treaties (approx.) 32 
Do you supply a Registered Address/Virtual Office?   Yes 
Local Director Required   No
Annual Meeting Required  Yes
Redomiciliation Permitted  Yes 
Electronic Signature  Electronic signatures are legally recognized in Brazil.
Is Accounting/Annual Return Required?  Yes 
Foreign-Ownership Allowed  Yes 
 Any tax exemption available? (offshore income, dividend income, etc.)  Yes
 Any tax incentives (if applicable)  Yes

What types of companies can you open in Brazil?

Limited liability companies, joint-stock companies, or sole proprietorships are among the preferred and adopted business structures for nationals and foreigners in Brazil. 

The LLC or Sociedade Limitada (Ltda.) respects the general rules for a formation, such as the number of members and the documents that stand at the base of the establishment.

At least two shareholders can form an LLC in Brazil, whether natural persons or other companies.

You can also consider the following requirements as part of the business formation in Brazil:

  • An LLC in Brazil needs a bank account for the capital contribution of members;
  • The shareholders of the business need to appoint the board of directors;
  • As soon as the Trade Register provides the incorporation number, the registration for tax purposes needs to be done;
  • Our advisors can oversee the application for the company’s seal in 2022.

The business management in Brazil and how you should properly manage and organize the company will mostly depend on how foreigners will understand the requirements of the business environment. 

Setting up a branch and a subsidiary in Brazil

International companies can establish branches and subsidiaries in Brazil once the Brazilian Ministry of Development, Industry, and Foreign Trade is notified.

We remind that foreigners in Brazil are not allowed to run companies in healthcare, TV & radio, air and road transportation.

Please address them to our team for other details on these matters and the steps to immigrate to Brazil

Key steps to open a business in Brazil 

The process of opening a business in Brazil has been steadily improving through the years. However, it could take several months to be fully completed. The process may comprise five crucial steps:

  1. The draft of the Power of Attorney to be granted by the foreign shareholder;
  2. Notarization of personal papers and bylaws;
  3. The Central Bank requires the registration of foreign shareholders of Brazil (Note that an official translator should translate all documents submitted);
  4. The submission of documents of incorporation to the appropriate State Trade Board to generate the national list of legal entities;
  5. Opening a banking account with a bank in Brazil.

When all the steps above have been completed, the newly-formed company can begin complying with local laws. Be aware that once your CNPJ (taxpayer’s identification number) is approved, you will be allowed to access the online invoicing system that will enable you to pay the municipal and national taxes.

How is a business operated in Brazil?

To carry out most of the businesses, it is important to obtain related permits and licenses. Without these permits, your activities will not be considered legal in the country.

Brazil is renowned for its extensive list of pre-company-opening formalities and bureaucracy. So, the essential parts of the procedure are shown below, along with an estimate of their duration and cost:

Step 1: The first step is to visit the municipal department in charge of public real estate, Secretaria Municipal do Receita e do PatrimônioPblicoImobiliário, with the necessary documentation:

  • certification of soil occupation and use;
  • certificate of clearance for real estate;
  • architectural undertaking;
  • Crea’s stamp on the note of technical responsibility.

The cost of the permit is BRL 130,00 and the average time for emission is 45 days.

Step 2: You must visit the Secretaria Municipal da Receita e do PatrimônioPblicoImobiliário after receiving your construction permission with the following paperwork:

  • real estate clearance certificate;
  • construction permission;
  • a finished product of the architectural project that incorporates all the alterations necessary for the construction permit process.

The typical completion time is 20 days, and the expense is BRL 110,00.

Step 3: The article of association must then be registered. The state board of trade is where this registration is made. The following papers must be provided in support of this:

  1. CNPJ (National Register of Corporate Taxpayers) and Inscriço Estadual, which is the registration on ICMS;
  2. Article of Association (the original version and two notarized copies, one of which has a notarized signature);
  3. tax-payer identification number (CPF);
  4. evidence of residency (both personal and professional).

This process costs BRL 280,00 and can take up to 30 days.

Step 4: The same office that provided the construction permits, Secretaria Municipal do Receita e do Patrimônio Publico Imobiliário, also issues business licenses. The following records must be provided to obtain a company license:

  • CNPJ (National Register of Corporate Taxpayers);
  • certificate of clearance for real estate;
  • articles of association.

Step 5: You must go to Secretaria Municipal de Sade e VigilânciaSanitária, which is the department in charge of ensuring that sanitary regulations are being met, to obtain sanitary permission. The following paperwork needs to be provided for this stage of the procedure:

  • a record demonstrating that you have a company license;
  • a certificate from a sanitarian attesting to the wellbeing of all personnel;
  • a document demonstrating your connection to the pharmaceutical executive in charge;
  • the article of association;
  • floor plan;
  • CNPJ.

The processing time takes 20 days on average, and it costs BRL 400,00.

Step 6: You must present the sanitary permission to the Secretaria Municipal da Receita e do PatrimônioPblicoImobiliário. Your business license will take an average of 20 days to process and will cost BRL 220,00. As can be seen, the processing took a total of 135 days and cost BRL 1145,00.

Above, the process of acquiring a license for your business in Brazil is described in detail. However, if you still have any questions about the procedure, you are welcome to get in touch with our experts. 

How is trademark registration helpful for your business in Brazil?

Since trademarks are territorial, a trademark registered in any other state will not provide you with any protection in Brazil if you intend to grow your business activities there or sell your products and services online to Brazilian consumers.

Brazil does protect some unregistered trademarks, although the extent of that protection is restricted. Well-known trademarks are protected under Brazil’s Industrial Property Act, Article 126, even if they have not been registered there.

However, unregistered trademarks in Brazil only have a limited amount of protection compared to registered trademarks.

As a result, trademark registration in Brazil can support business expansion by protecting the reputation of your brand.

From the time an application is filed until it is registered, it usually takes between 24 to 30 months in Brazil. Depending on the volume and complexity of third-party resistance to your application or objections, it may take a specific amount of time to secure a trademark.

Besides opening a business in Brazil, if you also want to keep your goods and services protected from any infringement, you must get a trademark registration.

You can also rely on the legal assistance of our Brazilian lawyers. They will not only help you to open a business in Brazil but also guide you throughout the trademark registration process.

The business style in Brazil

The commercial culture in Brazil is not complicated, and it is adopted in a fast manner by all types of investors. The key to a successful business in Brazil is to create, develop and maintain relationships with local and foreign partners in a very appealing yet competitive market.

Numerous family businesses are running in Brazil, all transmitted from one generation to another. Still, there is plenty of room for large corporations willing to explore business opportunities and benefit from the market and economic stability.

Keeping in touch with your collaborators in Brazil and developing long-term commitments should be in the attention of foreign business owners in this country.

Foreign investors in Brazil need to be mindful of the taxes that apply to companies. These include the corporate income tax, a surtax on annual income over BRL 240,000, the social contribution tax, and several indirect taxes, including the State VAT, the federal excise tax, the municipal tax, and the federal social contributions.

Discussing the main requirements for tax payments as well as annual reporting with our team of Brazilian tax lawyers before incorporation can be very helpful. We invite you to get in touch with our law firm in Brazil and ask for tailored legal services to open a business in this country.

Reasons to open a business in Brazil

Brazil is thought to be one of the countries with the fastest growth, following its position in the rankings as “B” in BRIC, an acronym and representative which stands for Brazil, Russia, India, and China.

Numerous reports support the growth of the IT industry in Brazil, the main reason being the mobile market and the development of software. According to predictions by experts, Brazil has one of the biggest populations of internet users on mobile devices that is expected to increase shortly. 

Furthermore, suppose there are tech-savvy customers and growing demand for technical support. In the face of a growing technical environment, there is no doubt that IT giants from all over the world increased their investments in Brazil’s highly-tech industry, seeing an enormous potential.

Several studies have shown an increase in spending on IT services. In fact, as per a couple of studies, Brazil’s electronics market is also seeing huge expansion.

The major traditional industries in Brazil are experiencing a radical change due to the increasing use and demands for technological solutions. 

While the pace of development is not rapid, it is massive, and the unforeseen innovations provide the possibility of a huge number of opportunities.

With the growing need for technology, Brazil’s IT industry is driving change toward better accessibility to the capital market. It is widely known that new technological innovations require innovative tech solutions. This is why we can realize that Brazil’s technology environment is favorable for development. In addition, increasing the digital literacy of people in Brazil will allow foreign investors to invest in the IT sector.

If you want to open a business in Brazil, our lawyers can provide you with information regarding different economic sectors where you can make potential investments.

In addition to this, our Brazilian lawyers can also help you to apply for residency in this country.

Factors to consider while opening a business in Brazil

There are some factors you need to be vigilant about if you not only want to open a business in Brazil but also expand it, for example:

Language:  Many authorities, for instance, the Board of Trade, have websites exclusively available in Portuguese, and all procedures are conducted in Portuguese. There are not any notable local dialects or any other differences from the official language; however, various phrases and words differ from the ones commonly used in Portugal. English is the most frequently used language in the business world.

Location: When opening a business in BrazilImportant business factors usually determine the location of a business. Regulations governing different elements of the business differ from state to state.

Get in touch with our lawyers in Brazil, their legal assistance can help you remove obstacles from your business plan’s path. With their assistance you can easily understand the business environment in Brazil and launch a business as fast a possible.

Net inflows of foreign direct investment (FDI) in Brazil

Foreign direct investment (FDI) refers to net inflows of funds used to acquire a long-term managerial stake (10% or more of voting shares) in a company that operates in a country other than the investor’s. As represented in the balance of payments, it is the sum of equity capital, profits reinvestment, other long-term and short-term capital. Please find below the net inflows of FDI in Brazil:

  • Brazil received 69,174 million dollars in net FDI inflows in 2019;
  • Though Brazil’s net FDI inflows have varied significantly in recent years, they have tended to rise from 1970 to 2019, reaching 69,174 million US dollars in 2019.

You are welcome to contact our lawyers if you are planning to open a business in Brazil. They can provide complete legal assistance throughout the entire procedure.