How to register a company in Brazil
How to register a company in Brazil
You may know information of how to register a company in Brazil as foreign investor. A limited liability company (LTDA) comprises of at least two shareholders or more. Limited company for its name is limited by the amount of shares and can also be branched into public or private companies. In such companies an individual shareholder is not liable for another partner’s misconduct. Raising funds depends on the shareholders will and funds can be bought only under the norms listed under the Companies Act. Also it is not mandatory for the shareholders to hold a Brazilian passport. The basic traits of a limited liability company are that it is very simple to form and also the liabilities of the shareholders are limited. For the cons, your company cannot generate money from the public. Lastly, angel investors and venture capitalists generally don’t invest in such companies. You may find information of company registration fees in total.
Why choose to register limited liability Company in Brazil?
Brazil is the eighth largest economy in the world and has the chances of booming into the fifth largest economy in less than a decade of time. Brazil has an emerging market opportunity for innovation, green technology and business development ad much more. If your company belongs to any of these categories or much more than Brazil can be a fertile choice for you. Apart from the exponential growth of the economy and major developments from Rio de Janeiro to Porto Alegre, the government is also funding infrastructure developments and tax incentives in other parts too.
If you are a foreign company trying to penetrate Brazilian market you are not alone in the Race. There are local companies waiting to give you a hand in this mission and support you with all the local and logistical hurdles you would face. Lastly FedEx profiles of the countries will give you an upper hand about the countries import and export restrictions.
Legal Aspects of setting up your limited liability company
The Brazilian government will welcome you with an open arm for setting up the business. Unless you are a foreign company you might face a little more difficulties and restrictions than the local ones. Being a foreigner you might not be allowed to set up your business in areas where the national security might be in question such as borders. If, so then how to register a company in Brazil being foreign investor?
Any company in Brazil needs at least 30 days to get incorporated. You will also need a local lawyer for your company. You will be governed by the Contrato Social (Articles of Association) and a shareholder must hold at least 75% of his quotas. If you are a foreigner and you are planning to move to Brazil and operate your company you need to apply for a permanent visa by showing an investment of R$600,000 in the company. Lastly the company needs to have a local manager for their company. If the manager is a foreigner the company needs to pay a handsome amount of US $ 200,000.00 for each hired foreign manager.
Documents needed for the set-up
There are a few things that need to be submitted for setting up your company. This includes the power of attorney and a copy of the by-laws that match your company policy and structure. Shareholders of any company and manager shall be appointed as law of country. Also after all of these as been done your limited liability company has to register on the Board of Trade and the association on the Municipal Registration and this is how to register a company in Brazil.
Summing up, your procedure with the Articles of Association might take an approximate time of 5 days. And your State Registration will take around a month or two including the inspection.
The Individual Limited Liability Company (the “EIRELI”)
Law No. 12,441 introduces a new form of limited liability Company in Brazil. This kind is very similar to regular limited liability companies having limited liability but a single member. The sole member has to be an individual and not a corporate entity.
The company has to hold onto the entire capital, which must be fully paid up. The capital also has to be equal to 100 times the highest minimum wage in Brazil. Another important requirement for setting up these kinds of companies in the country is that you have to use the word “EIRELI” after your company’s name. Lastly another restriction is that only one company of this kind can be owned by the same owner.
For the brighter side you can always transform your regular limited company into an “EIRELI” by owning all the shares of the company and filling up the necessary application form and start managing your personal asset plans, estate plans and inherited family business plans. I wish, no more question to be asked how to register a company in Brazil as foreign investor?