American Chamber of Commerce for Brazil - AMCHAM
International Affairs Department
Brazil, 2012/2013
ACKNOWLEDGMENTS
The American Chamber of Commerce for Brazil, being the largest Amcham outside the United
States is constantly serving its members by building bridges for Brazilian businesses worldwide.
Our foreign investment attraction efforts have also been a key leading point for Amcham. The How
to Series is part of this initiative. With the support of some of our corporate members we are putting
together strategic information on the most various aspects of doing business in Brazil. As part of
th
BRICS (Brazil, Russia, India, China and South Africa) and representing the 6 largest economy of
the world, Brazil has clearly demonstrated its importance in the global market. The country’s
business environment as well as foreign investment numbers, despite international crisis, continues
very positive. Medium and high classes are increasing, which creates a solid internal market and
contributes to maintain good results in the economy. The 2014 FIFA World Cup has been estimated
in USD 56.8 billions and the 2016 Olympics in USD 19.3 billions in investments. These events have
had an impact on direct investments in Brazil and in infrastructure projects needed to hold them in
the country. It is now more than ever a strategic time for businesses opportunities in Brazil. We
welcome you and hope that the information you are about to read serves you best.
Gabriel Rico - CEO, Amcham Brasil
Rayes & Fagundes Advogados Associados is a full service law firm recognized for its expertise and
experience in representing and advising foreign companies and individuals in Brazil. Over the
years, we have learnt that it is important not only to provide specific legal support, but also to help
our clients understand the whole environment in which they will make their decisions. The idea
underlying this brochure is providing foreign investors and entrepreneurs with an overview of the
main legal aspects for establishing a company or simply doing business in Brazil. Our relationship
with Amcham is a long-standing one and comes from the great number of US companies and
individuals we have been advising since the firm´s inception.
João Paulo Fagundes, Founding Partner
Rayes & Fagundes Advogados Associados
Lia Esposito Roston, Partner
Rayes & Fagundes Advogados Associados
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CONTENT
01 INTRODUCTION
06
02 POSSIBLE BUSINESS STRUCTURES
09
03 THE BRAZILIAN SUBSIDIARY
11
04 THE SOCIEDADE LIMITADA
16
05 THE SOCIEDADE ANÔNIMA
18
06 INVESTING IN BRAZIL
22
07 PRIVATE EQUITY INVESTMENT FUNDS (PE'S)
25
08 VISAS FOR FOREIGN ADMINISTRATORS
29
09 RELATIONSHIP WITH EMPLOYEES AND CONTRACTORS
30
10 TAXATION OF THE BRAZILIAN SUBSIDIARY
33
11 DIVESTMENT AND COMPANY DISPUTES
35
12 ABOUT OUR SPONSOR
37
01.
INTRODUCTION
Brazil comprises almost half of South America (47.3%) with
Brazil achieved one of the major rates of economic growth
an area of 8.5 million square kilometers and a multicultural
during the Twentieth Century. An economy that had initially
population with over 190 million inhabitants. The
been rural, has become predominantly industrialized.
Federative Republic of Brazil consists of 26 States and its
Brazil is member of the World Trade Organization and is
capital - the federal district of Brasilia. Initially a Portuguese
part of the International Monetary Fund and the World
colony, Brazil is currently a nation with a solid democracy
Bank. Brazil is the 6th largest economy in the world bearing
which adopted the presidential system as its political model.
a Gross Domestic Product (GDP) of US$ 2.473 trillion, per
data divulged in 2011 by the Brazilian Institute of
Geography and Statistics (IBGE). The Brazilian GDP per
FEDERAL REPUBLIC OF BRAZIL
capita achieved US$ 12,689.00. The major growth observed
was obtained both due to the increase in consumption
and in investments.
In 2011 exports surpassed US$ 256,040 million with annual
growth of 26.8% and their main destinations were Asia
(US$ 76,697 million), European Union (US$ 52,946
Flag
Coat of Arms
million), South America and Caribbean (US$ 29,293
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million, excluding MERCOSUR), the MERCOSUR (US$
Capital
Brasília
27,853 million), the United States (US$ 25,942 million),
Most populous city
São Paulo
Middle East (US$ 12,261 million), Africa (US$ 12,225
Official language
Portuguese
million), and Eastern Europe (US$ 5,174 million).
Government
Federal Republic
Currency
Real
Regarding to imports, in 2011 the total amount surpassed
06
US$ 226,243 million, with annual growth of 24.5%, being
US$ 70,076 million from Asia, US$ 46,416 million from the
European Union, US$ 34,225 million from the United
period FDI equal to US$ 33,9 billion and US$ 46,134
States, US$ 19,375 million from South America and
billion respectively. In accordance with the survey of
Caribbean (excluding MERCOSUR) and US$ 18,435
UNCTAD, Brazil is one of the most attractive economies
million from MERCOSUR, US$ 15,436 million from
for the direct foreign investments. Also, countless global
Africa, US$ 6,141 million from Middle East, and, finally,
players entered the Brazilian market where they operate
US$ 5,175 million from Eastern Europe.
under equitable conditions in relation to their domestic
competitors. The Government and the Brazilian business
Brazilian exports continue to grow in 2012, reaching a total
executives have engaged themselves in the expansion and
of US$ 55,080 million in the first quarter of 2012,
modernization of the Brazilian economy. This step has
representing a growth rate of 7.51% over the same period of
encouraged the entrance of bulky foreign investments and
2011, while imports reached US$ 48,087 billion. Thus, the
has led to the increment of international trade.
trade balance registered a surplus of US$ 2,440 million in
the first quarter of 2012.
In 2011, the credit rating agency Standard & Poor's raised
The volume of Foreign Direct Investment (FDI) destined to
Moody's, in 2011, has modified the investment rate of
Brazil grew 40% from 2007 to 2010, a rate considerably
Brazil from Baa3 to Baa2 with a positive perspective .This
favorable when compared to this kind of investment in the
boost shows the great maturity of the Brazilian
world, which has decreased 36.9% due to the international
companies, which has been proven by the improvement of
financial crisis, as per report prepared in 2010 by the United
the fiscal and foreign debt and by the perspectives of
Nations Conference on Trade and Development
economic growth.
(UNCTAD). As a result, Brazil became the Latin American
country which received most of the foreign investments in
BM&F BOVESPA is Latin America's largest securities
the period, around US$ 48,4 billion. This record in capturing
stock exchange market. In 2011, the daily average of
foreign resources led Brazil to surpass other emerging Latin
BOVESPA market was US$ 3,8 billion. The foreign
America economies, such as Chile and Mexico, and Asian
investment represents 39% of the total volume traded in
economies. Additionally, Brazil has surpassed other
BOVESPA. Moreover, BOVESPA is the third largest
maturity economies as Germany and France. Indeed, Brazil
stock exchange market in the world. The development of
received in 2010 US$ 48,4 billion of FDI, while Mexico and
the stock exchange clearly shows the evolution that has
Chile received US$ 18,7 billion and US$ 15 billion
been set forth in the Brazilian capital markets and the huge
respectively. France and Germany received during the same
attraction of foreign investments.
07 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
the long term rating of Brazil from BBB- to BBB.
Among other factors, the elevation of the number of
In this sense, the interest of foreign investors in Brazil has
investments in Brazil, the systematic drop of real interest
grown significantly, and to approach the main legal aspects
rates, productivity gains, a permanently low inflation rate,
involved in the establishment of a new company in Brazil is
and the strengthening of companies have generated an
a matter of paramount importance.
enormous trading and investment flow in favor of Brazil
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over the past years.
02.
POSSIBLE BUSINESS STRUCTURES
First of all, it is important to mention the possible
Foreign investors prepared to really increment their
business structures that can be adopted in order that the
participation in the Brazilian market, yet without
foreign investor partakes of the positive results of the
establishing a company in Brazil, may opt for the
Brazilian economy.
appointment of a commercial representative, a distributor
The most simple business structure that can be adopted by
it is necessary to be cautious, being indispensable to sign
the foreign investor is the exportation of products or
an agreement which clearly describes the rights and
services to Brazil without hiring a representative or setting
obligations of each party. In general, the Brazilian
up a company in the country. The mentioned structure is
legislation protects the commercial representative, the
usually used by the investors who intend to try the Brazilian
distributor and the franchisor, granting them several legal
market prior to making a more firm investment decision.
mechanisms for their defense in case any arbitrary
There is less commitment of the capital and there are
decision from the foreign investor with regard to their
certainly fewer risks involved, though it is more difficult to
scope of action, exclusivity suppression, the relationship’s
approach the clients.
abrupt disruption, among others.
POSSIBLE BUSINESS STRUCTURES
Exportation
Commercial Representation
Less
Commercial Distribution
Franchise
Liaison
Commercial Partnerships
With the
Consortium
Country
Acquisition of equity
Establishment of Brazilian Subsidiary
More
09 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
or a franchisor. To formalize any of the latter employments
The foreign investor that is not very familiar with the
Brazilian market may also opt for a joint venture, allying its
technology, know-how and trademark to the local
knowledge and structure of the Brazilian partner.
To carry out an undertaking in Brazil, a possible format of a
commercial partnership is also the consortium between the
foreign investor and the Brazilian partner. The consortium is
not equipped with a legal personality and its participants
respond only to the obligations they accounted for, without
presuming solidarity. The consortium contract must be filed
at the Brazilian Authorities (Junta Comercial), and it must
envisage the purpose of the partnership, the duration,
Another alternative for the association of a foreign
investor’s efforts to a Brazilian partner is the acquisition, by
the foreign investor, of equity in an already established
Brazilian company, considering that the mentioned
acquisition is preceded by a proper assessment of the
contingencies that the Brazilian company might have and a
sound negotiation of the profit and power division between
the Brazilian partner and the foreign associate. In a
partnership like this, it is essential to sign a quotaholder
agreement and/or a shareholder agreement that
encompasses the financial contributions promised, voting
agreements, preference rights, tag along, drag along, and
shares purchase and sales options, among other relevant
issues, in order to protect the foreign investor’s interests.
address and form of solution of disputes, obligations and
responsibilities of each consortium participant, results
allocation, accounting norms, representation, management
fees and the form of deciding on common interest issues.
The consortium format is widely adopted for major
undertakings to be contracted by the Brazilian government,
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through public bids.
Finally, the foreign investor may decide to open a Brazilian
subsidiary; this alternative has proven to be very
advantageous for the investor who really wishes to be
established in the local market on a permanent basis and
compete on equal conditions with Brazilian business
executive peers. It is precisely about the opening of a new
Brazilian company that this publication is about.
03.
THE BRAZILIAN SUBSIDIARY
THE COMPANIES, PERSONALITY
AND LIABILITY LIMITS
It is important to note that there are norms and judicial
decisions that exempt the application of the legal
autonomy related to the company, enabling, in some
The carrying out of investments for the exploitation of the
situations, the pierce of the corporate veil and the
economic activity involves several legal forms. The Brazilian
liabilities of the partners' for the company's debts. Those
law reflects the principle of autonomous assets, separating
situations normally involve the abuse of the legal
form it. Thus, the integral assets of
the commercial establishment
belong to the company and not to its
partners, and such assets may be
used only to cover responsibilities
attributable to the company as such
company and its partners are
considered different entities.
“
deviating from the objective or
by confusing the assets.
As a general rule, the pierce of
the corporate veil is most usually
verified in circumstances such as
failure to pay taxes by the
partners in charge of the
company's management, the
ascertainment of settlement of
As a rule, the personality of the company starts with the
payments of the company's labor debts, the consumers'
registration at the Brazilian Authorities (Junta Comercial),
protection and the repression of acts that are harmful to the
which makes the formation of a new company entity public
and makes it possible to know about its existence among
other economic agents.
environment. In sum, there is a tendency toward the
restriction of the effects of the company's legal autonomy
in the relationship with its employees, its consumers and
with the government.
11 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
company from the members that
personality characterized by
In order to make the company regular,
it is essential that there is a written
agreement between its partners with the
adoption of the proper formalities
(articles of association and bylaws). The
agreement should be registered at the
competent commercial board; otherwise
the sanction will be the lack of liability
limitation by the partners with regard to
the companies' debts.
“
the rights and obligations of the
TYPES OF COMPANIES
However, if the company is detained by different groups of
partners and/or it has plans to issue debentures, subscription
The companies may assume the form of a company
warrants, commercial papers and other securities and stock,
with a collective name, limited partnership, share
then adopting a sociedade anônima is more appropriate.
partnership, sociedade limitada or sociedades anônimas.
The incorporation of a sociedade anônima is mandatory
Notwithstanding that the entrepreneurs can opt for any of
depending on the economic activities to be performed. For
the latter available types of company, only the sociedade
example, financial institutions must necessarily assume
limitada and the sociedade anônima have economic
that regime.
relevance and are worth being analyzed in this publication.
The corporate capital of a sociedade limitada is divided in
quotas. Each partner's liability is restricted to the value of
REGISTRATION OF COMPANIES AT
THE BOARD OF TRADE
(JUNTA COMERCIAL)
his/her quotas, but all of them are jointly liable for the
payment of the corporate capital. The sociedade anônima
Each State of the Brazilian Federation has a Junta
has its corporate capital divided in shares and is
Comercial, in charge of enrolling all the companies that
characterized by the shareholders' liability limitation to the
exercise economic activities which comprehend the
value of subscription of their own shares.
production or organized circulation of goods and services.
The incorporation of companies in Brazil must be registered
The sociedade limitada requires at least two partners and the
amendments to its articles of association require the
approval of at least 75% of its capital. The sociedade
anônima, in turn, is operated by the decisions taken by the
majority of the votes and may have one sole shareholder, in
which it is considered a wholly-owned subsidiary.
at the Junta Comercial of the State where their head-office is
located, as well as where their branches are installed.
Among the formalities enforced by the approval of the Junta
Comercial for the filing request of the articles of association
of the sociedade limitada (articles of association) and of the
sociedade anônima (articles of incorporation and bylaws),
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we can find the designation by the foreign partner of a legal
The sociedade limitada has some practical advantages, such
representative resident in Brazil with the power to receive
as a more simple and flexible corporate structure, reduced
summons and represent the foreign partner before
costs, and less formality. It is extremely appropriate for the
government authorities. Said legal representative will be the
case of foreign partners with one common controller.
person who signs, on behalf of the foreign partner, the
articles of association/bylaws of the Brazilian company
sociedades anônimas are more detailed than those for the
and all its amendments, as well as the minutes of the
accounting of sociedades limitadas.
partners' resolutions.
The articles of association or bylaws of the Brazilian
COMPANY NAME AND INTELLECTUAL
PROPERTY
company to be established, duly signed by the partners and
two witnesses, must contain the identification of the
The corporate name by which the company will be
partners, the corporate purpose, the address of the
identified must be previously researched at the Junta
head-office and of the branches, the subscribed corporate
Comercial because it needs to comply with the principle of
capital, the corporate bodies, the elected administrators,
novelty, as a company cannot use a name previously
the decision process and quorums, the obligations and
registered. Additionally, the company name must not
limitations imposed to the administrators, and the process
cause any confusion and it has to be sufficiently
for the resolution of disputes, among other information. The
distinctive to the others.
must be presented at the competent Junta Comercial,
The company name is an integral element of the company
enclosing the pertinent forms and payment slips of charges
establishment and a property of the company's owner,
owed to the Junta Comercial.
being the exclusiveness of its use protected by the
Brazilian law.
BOOKKEEPING
It is relevant to mention that the foreign investor shall be
Companies have the obligation to maintain their
concerned with not only the protection of the company
bookkeeping records under the responsibility of an
name, but with the protection of possible intellectual
accounting department with duly certified professionals.
property belonging to him/her, and that will be used by the
Bookkeeping has several purposes: management
future Brazilian company.
assessment, support for third parties' information interests
and surveillance of compliance with legal obligations,
Trademarks, industrial designs, utility models and
mainly tax related obligations.
patents already registered abroad or already being used
by the foreign investor, and which will be exploited
Companies also have to compile periodical accounting
nationwide, must be registered at the National Institute of
reports. The legal requirements for the accounting reports of
Industrial Property – INPI – in order to obtain exclusive
13 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
articles of association, the bylaws and their amendments
use protection in the Brazilian territory. In this respect, it is
There are also more rigid restrictions imposed specifically on
important to highlight that such protection in the Brazilian
Brazilian companies controlled by foreigners for in activities
territory only takes place upon the effective enrollment
such as newspapers and radio broadcasting, to purchase rural
at INPI.
property, and to exploit mining on border zones.
CORPORATE PURPOSE
Furthermore, the Brazilian environmental legislation
interferes and limits activities that are potentially harmful to
The correct definition of the purpose of a company is
the environment, such as the battery and lightbulb industry,
extremely relevant because it is based on the corporate
hydroelectric power plants, natural oil and gas industries,
purpose that the specific applicable legal rules will be
residue processors, among other activities that involve
identified in the economic sector where the company acts.
manufacturing and/or handling of toxic or hazardous
material, deforestation of protected areas or potential risks
It is based on the corporate purpose that the company will be
to the environment.
subject to surveillance, according to what is determined by
the Regulatory Agencies and other Government
Finally, certain economic activities may take advantage of
Administrative entities, such as for example, the ANP –
incentives and tax benefits from significant tax reductions.
National Oil Agency, the ANTT – National Land
Transportation Agency, the ANVISA
– National
Sanitation Surveillance Agency, the ANS – National
ADDRESS
Supplement Health Agency, the ANATEL – National
Determining the company's address is also an essential
Telecommunications Agency, the ANEEL – National
provision. Initially, it may be established in a venue for
Electric Power Agency, and the BCB – the Central Bank of
merely developing its representation functions, though with
Brazil. Among the activities with a more accentuated
time and due to the type of economic activity developed, the
regulation by the Brazilian authorities we could name as
need of allocation of a specific infrastructure will certainly
examples: the oil and gas industry, the research and mining
be raised to better assist the Brazilian market.
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of mineral resources, the health and general insurances, and
the activities of banking institutions, telecommunications
It is worth noting that there are regions in Brazil, such as the
services, supply of electric power, the pharmaceutical and
Region of the city of Manaus, in the state of Amazonas,
foodstuffs industry, and the railroad exploitation.
which grant tax benefits to companies that are set up there.
These benefits vary from significant reduction of taxes to
operation permits and additional registrations are required
incentives to purchase property and to build industries. It´s
by the enforcement authorities.
important to analyze the benefits of each state before
establishing a company in Brazil.
However, in general terms, all companies must consult the
municipality (city government) in accordance to the zone
REGISTRATIONS, BUSINESS OPERATIONS
PERMITS, LICENSES AND RECORDS
delimitation of the region where they are located in order
to operate pursuant to the law and obtain the respective
As it was mentioned above, depending on activity sector and
Revenue Service; in order to obtain the CNPJ – National
the location of the Brazilian company, certain legal specific
Register of Legal Entities at the Ministry of Finance, as
rules are applicable, and, consequently, enrollments,
well as at State and/or Municipal Revenue Services.
15 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
operation permits. They also need to register at the Federal
04.
SOCIEDADE LIMITADA
Discussing and determining the type of company of the
each partner has the preferential right to purchase quotas
legal entity to be established in Brazil is also indispensable
proportionally to the number of their existing quotas.
for the foreign investor.
The reduction of corporate capital can occur only when
The sociedade limitada or partnership is the company
certain conditions are fulfilled:
whose corporate capital is divided in quotas. This a type of
company regulated by the Brazilian Civil Code, articles
• Occurrence of irreparable losses; or
1052 and 1087, and in a subsidiary manner by Law 6404
(Corporation Law). The company is incorporated through
• Excessive capital pursuant to the company's
the filing of the articles of association at the Board of Trade
corporate object.
(Junta Comercial).
PARTNERS' RESOLUTIONS
CORPORATE CAPITAL
The most important resolutions for the destiny of a
There is no stipulated minimum corporate capital and the
sociedade limitada are taken by the partners representing ¾
increase or reduction of the corporate capital shall be
of the corporate capital, such as the approval of the articles
performed through an amendment to the articles of association.
of association amendments, merger, company dissolution or
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ceasing of liquidation status. Said quorum is mandatory and
An increase of the corporate capital is admitted as soon as all
cannot be reduced by the partners' agreement; however, it
the subscribed quotas are paid. In order not to cause a
can be increased. There are situations whereby only a
dilution of the participation of the existing partners in the
majority is demanded as quorum, a hypothesis in which the
corporate capital, the Brazilian Civil Code provides that
articles of association can stipulate a larger quorum.
The resolutions are taken during meetings or general
MANAGEMENT
meetings, pursuant to the articles of association. There is no
need to publish the notice call for the meeting or general
Sociedades limitadas are managed by one or more senior
meeting when all the partners attend or state, in writing, that
managers, partners or non-partner managers. The senior
they are aware of the place, date, time and agenda.
managers are appointed by the partners and can be
designated in the articles of association or in another
Up to April 30 of every year, the sociedades limitadas must
hold a general meeting or a partners' meeting to:
separate corporate document. There is no minimum or
maximum mandate period for the position of a senior
• Approve of accounts, make resolutions about the
manager. The partners may, at any time, remove him/her
assets balance sheets and the financial results; and
from office.
17 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
• Appoint senior managers, if applicable.
05.
SOCIEDADE ANÔNIMA
The sociedade anônima is a company whose corporate
capital is divided into shares and whose discipline is
pursuant to Law 6404/76. The sociedade anônima can be
publicly or closely held, pursuant to its securities and stocks
complying with the right of preference for the already
existing shareholders. Just as it happens in the sociedade
limitada, in the sociedade anônima a reduction of the capital
is admitted in the case of loss or excess of capital.
of issuance, being or not being able to negotiate in the stock
markets; i.e., the stock exchange or the organized over the
SECURITIES
counter market. The publicly-held sociedade anônima
obtains resources from the public and submits itself to the
The sociedade anônima can issue common, preferred or
surveillance of the CVM (Brazilian Securities Exchange
fruition shares, with or without nominal value. Should the
Commission); on the other hand, the closely-held sociedade
shares have a nominal value; the price of emission of new
anônima obtains its resources from its own shareholders. In
shares cannot be less than the referred nominal value,
this sense, the closely-held sociedade anônima has more
establishing a limit for the dilution of the participation of the
freedom to establish its operating rules, whereas the
already existing shareholders.
publicly-held sociedade anônima has less flexibility.
As for the types of shares, this depends on the nature of the
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CORPORATE CAPITAL
As a general rule, no minimum capital is required. However,
for establishing a sociedade anônima the shareholders
must subscribe and pay at least 10% of the capital prior
to filing its bylaws at the competent Board of Trade
(Junta Comercial).
rights or advantages attributed to the holders. Common
shares must always guarantee the holder the right to vote.
Preferred shares grant determined preferences or
advantages, such as priority in receiving dividends or in
receiving the capital repayment. The number of nonvoting
preferred shares, or subject to restriction to exercise this
right cannot surpass 50% of the total of the shares issued.
The fruition shares are those that replace the integrated
Usually the capital increase is done via an amendment of the
bylaws, convening an Extraordinary General Meeting,
shares amortized for.
The way of showing proof of holders' shares depends on the
should not subject the minority shareholders to the will of
type of company, i.e., publicly or closely held.
the management bodies or of the majority.
In the
closely-held company the ownership is certified in the
registration of shares book, while in the publicly-held
Nevertheless, should the bylaws be omissive or should the
company it is certified by the custody agent.
general meeting deliberate to alter the bylaws to introduce
a norm on the issue, the compulsory dividend cannot be
Apart from the aforementioned shares, the sociedade
less than 25% of the net profit adjusted, pursuant to law.
anônima can issue other securities, such as debentures,
subscription warrants, participation certificates and
commercial papers.
SHAREHOLDERS' RESOLUTIONS
As a rule, the resolutions of a sociedade anônima are taken
financial investment of Brazilian
companies. Thanks to their flexibility
they have become the most important
instrument of securities investment in
“
votes; i.e., votes of stockholders who
Unlike the sociedade anônima,
there is no demand of compulsory
minimum dividends in the
sociedade limitada.
the sociedades anônimas, both
“
perfectly adjust to the needs of the
by absolute majority of votes (50% + 1 vote of the valid
are present, excluding annulled
votes), with the exception of some
issues listed in Article 136 of Law
6404, such as the company's bylaws
alteration and the reduction of the
publicly-held and closely-held, granting the issuer the
minimum compulsory dividend, for which it is demanded
possibility to determine the amortization flow and their form
that at least half of the corporate stock with the right to vote.
of compensation. Debentures can eventually be converted
into shares of the issuing company, in compliance with the
Shareholders' resolutions are carried out at the General
Meetings and can be of three types:
conditions described in the respective indenture.
• Company Incorporation General Meeting;
MINIMUM DIVIDENDS
• Annual General Meeting;
The bylaws can establish the minimum dividends to be paid
• Extraordinary General Meeting.
to shareholders as a percentage of the profit or the corporate
capital, or establish other criteria to determine this. These
Up to April 30 of every year, the sociedades anônimas are
must be regulated with precision and in detail and they
compelled to carry out an Annual General Meeting where
19 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
Debentures are widely used papers in Brazil and they
the following issues are voted for:
the Executive Office must be elected by the Shareholders'
General Meeting.
• Approval of the financial statements;
• Deliberations regarding the allocation of the
annual net profit and the dividend payments;
The Board of Directors is a collegiate body, mandatory in
the publicly-held sociedades anônimas, and optional in the
closely-held sociedades anônimas. It must consist of at least
• The election of the administrators and the
three participants who must be shareholders, individuals
members of the Fiscal Board, when applicable.
and resident or non-resident in Brazil.
The Extraordinary General Meetings are convened for the
The Executive Office is an executive body, who is
deliberation of any other purposes not subject to the Annual
responsible for representing the company and practicing all
General Meeting.
the appropriate management acts. It consists of at least two
participants, whether shareholders or not, who must reside
The shareholders may celebrate agreements regulating the
in Brazil. The Executive Office's mandate is of a maximum
ways they may exercise their voting rights, as well as for the
of three years.
purchase and sale of shares, preferred rights in the purchases,
tag along and drag along. The Brazilian legislation attributes
In the sociedade anônima it is still mandatory to have a
specific execution of latter agreements; so, should a
Fiscal Board, which is instated via the request of the
shareholder exercise the right to vote differently from the
shareholders that represent at least 0.1 (one tenth) of the
agreement terms previously signed, the meeting chairman
voting shares, or 5% (five percent) of the nonvoting shares.
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must disregard the attendance vote and must input it in the
agreement terms.
FORMALITIES
COMPANY ADMINISTRATIVE BODIES
The financial statements of sociedades anônimas must be
audited by independent auditors. Moreover, in the
The sociedade anônima is managed by a Board of Directors
sociedades anônimas, it is mandatory to publish the
and an Executive Office, or only by an Executive Office.
minutes of the meetings and other corporate documents
The Board of Directors is elected by the Shareholders'
which resolution contents entail the effects on third parties.
General Meeting, and the Executive Office is elected by the
The mandatory publications must be done at the State or
Board of Directors. Should there be no Board of Directors;
Federal District gazettes, according to the location of the
company's head-office, and in another widely-circulated
Exchange Commission – and, therefore, they must
newspaper distributed in the location where the company's
comply with additional legal requirements, such as
head-office is located.
registration at the CVM of all the issuance of securities
stock to be carried out, and the remittance of periodical
The publicly-held sociedades anônimas are subject to the
reports to them.
regulatory power of the CVM – Brazilian Securities
COMPARISON CHART
Sociedade Anônima
• General rule of inexistence of the partners'
• General rule of inexistence of the partners'
liabilities after corporate capital integralization;
liabilities after corporate capital integralization;
• Partners' solidarity for the amount of capital not
• Partners' liability is limited to the amount he/she
integralized;
was committed to integrate;
• Alteration of the Articles of Association demands ¾
• Alteration of Bylaws demands 50% + 1 of the
of the corporate capital;
voting capital;
• Possibility of exclusion of minority partners for a
• Exclusion of minority partners for a fair cause is
fair cause;
controversial;
• Less protection for the minority partner;
• Possibility to capture resources through the
issuance of shares with agio, debentures, among
• Easier path for the partner that intends to leave the
others;
company;
• Publishing the corporate bylaws and auditing
• Fewer formalities.
financial statements is required.
21 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
Sociedade Limitada
06.
INVESTING IN BRAZIL
FOREIGN CAPITAL
REGISTRATION OF FOREIGN
INVESTMENT
The Brazilian legislation does not attribute different
treatment to foreign and domestic investors, with the
exception of certain specific cases.
Foreign capital is pursuant to Laws 4131/62 and 4390/64
which define foreign capital in the following manner:
Entrance of foreign capital, in the form of cash or goods, is
subject to registration at the Central Bank of Brazil (Foreign
Capital Registration – RDE). Intangible goods, like
trademarks and goodwill, may be used for the companies'
capitalization provided that they are duly assessed.
“foreign capital is considered to be, for the effects of this
law, any goods, machinery and equipment that enters Brazil
with no initial disbursement of foreign exchange, and are
intended for the production of goods and services, as well as
any funds, financial resources or cash, brought into the
country to be used in economic activities, provided that, in
both hypothesis, they belong to individuals or legal entities
resident, domiciled or headquartered abroad”.
Foreign capital may constitute direct or indirect investment.
The Central Bank is the government authority in charge of
monitoring the entrance and exit of foreign exchange from
Brazil. Capital registration at the Central Bank will grant the
foreign investor the right of return on the invested capital
and the right of remittances of profit and dividends. This
means that the currency remittances abroad can undergo
restrictions whenever there is no registration at the Central
Bank because the remittances of profit, the repatriation of
capital and the registration of reinvestments are all based on
the amounts previously registered as foreign investment.
Direct investments are carried out through the establishment
of new companies or by the acquisition of participation
LAW
shares/quotas in already existing Brazilian companies.
The law does not determine a minimum amount for carrying
22
out a foreign investment.
Since September of 2000, the registration of foreign
investments has been performed electronically. Such
registration is under the responsibility of the investment's
receiver company and of the non-resident investor through
his/her legal representatives in the country.
STEP BY STEP FOR CARRYING OUT A DIRECT INVESTMENT IN THE BRAZILIAN
COMPANY TO BE ESTABLISHED BY THE FOREIGN INVESTOR
Appointment of a Legal Representative domiciled in Brazil, by the Foreign Partner
Power of Attorney notarization and legalization by the Brazilian Consulate abroad
Foreign partner's documents notarization and legalization by the Brazilian Consulate abroad
Sworn translation of the aforementioned documents and their registration at the Brazilian
Notary Public's Office of Documents and Titles Registrations.
Choice of company's administrator domiciled in Brazil
Establishment of corporate capital and of each partner's participation shares
Preparation and Filing of Company's Instatement Acts at the competent Commercial Boards
Habilitation of the Brazilian company instated at the system of the
Central Bank of Brazil for reception of foreign capital
Acquiring of the foreign partners' registration at the taxpayers Brazilian Income Revenue Service
Foreign exchange investment contract signing and registration at the Central Bank
Acquiring the Brazilian company's registration before the tax authorities, as well as the licenses;
operations registration and necessary operations permits.
23 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
Definition of company's corporate purpose, corporate name and address
PAYMENT OF DIVIDENDS AND INTEREST
ON EQUITY CAPITAL AND REINVESTMENT
There is no minimum period by which the registered foreign
capital must remain in Brazil; therefore, such capital can be
repatriated to its country of origin, disregarding any type of
previous authorization. The returns of capital in amounts
higher than those registered will be considered as capital
gains in benefit of the foreign investor. Thus, they are subject
to income tax withholding at a rate of 15% or 25%; the latter
is levied on remittances to tax heavens. Thus, the capital
gains obtained in the capital repatriation, in the transfer of
quotas or shares and in interest payments on the capital
24
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belonging to the foreign investor will be taxed by the revenue
service in accordance with the aforementioned rates.
With regard to taxation levied on the capital returns, the
profit can be remitted abroad with no limitation and is not
subject to income tax withholding.
Reinvestments are profits gained by companies located in
Brazil and attributed to individuals or companies residing or
domiciled abroad which decide to reinvest such profits in the
company that generated them or in another sector of the
economy. If the foreign investor opts for reinvesting the
profits in lieu of remitting them abroad, they can be registered
as foreign capital – in the same manner as the initial
investment – thus increasing the basis of calculating future
remittances or profit reinvestments for taxation purposes.
07.
PRIVATE EQUITY INVESTMENT FUNDS (PE'S)
An investor can choose an alternative legal structure to
company, including effective influence in defining
make the legal entity more efficient and to decrease the tax
strategic policies as well as in its management.
costs levied on the foreign investment, instead of setting up
a sociedade limitada or a sociedade anônima.
The PE's are a communion of resources destined towards
One of the most commonly adopted alternatives is the
bonuses or other bonds and convertible or interchangeable
investment in Private Equity Investment Funds (PE's).
securities, in publicly-held or closed companies, with
Foreign investors are able to indirectly acquire shares of
participation in the decision making process of the
publicly or closely-held sociedades anônimas through these
invested company. It is closed joint property and the name
funds. This arrangement is made because foreign investors
must include “Private Equity Fund.” Participation in the
can benefit from income tax exemptions of the PE's quotas
decision making process of the invested company must be
on certain withdrawal or bailout, sale and amortization
carried out in such a way as to ensure effective influence in
operations once the conditions that are foreseen in the law
defining its strategic and management policies, especially
are fulfilled.
by recommending board members.
PE's are destined exclusively toward qualified investors
The PE's are regulated by CVM Regulation nº 391, dated
with a minimum subscription of R$ 100,000.00, they must
of July 16, 2003 and amendments.
be closed and jointly owned investments.
Closed companies that receive PE investments must
Their resources are destined toward the acquisition of
comply with to the following governance practices:
shares, debentures, subscription bonuses and other bonds
and convertible or interchangeable securities, in publicly-
• Prohibition of the issuance of beneficiaries and
held or closed companies. These acquisitions must provide
non-existence of these securities in circulation;
the Fund with decision making participation in the invested
25 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
the acquisition of shares, debentures, subscription
• Establishment of a unified 1 (one) year mandate
name an institution authorized by the Central Bank to
for the entire board;
assume co-responsibility. The aforementioned must be
carried out through a formal representation contract which,
• Availability of contracts with related parties,
in general, is signed with the custodian.
stockholder agreements and option programs to
acquire shares or other bonds or securities issued
It is worth noting that the foreign investor will need a
by the company;
representative before the CVM as well as a representative
before the Internal Revenue Service and the Central Bank.
• Choice of arbitration to resolve corporate
These functions can be performed by the same person.
conflicts;
• In case of public offer of its stocks, must
INCORPORATION
commit to the fund to submit itself to a special
segment of the stock exchange or the Organized
The operation of the Fund can only be initiated after
OTC Market authorized by CVM that ensures
approval by the CVM. The following requirements are
minimum levels of differentiated corporate
necessary for registration:
governance practices foreseen in the previous
items; and
• An annual audit of the accounting statements by
independent auditors registered with CVM.
The duration of the Fund is foreseen in the Regulation, along
with the requirements for any extensions.
• Act of Incorporation of the Fund;
• Sworn statement from the Fund Manager;
• Sworn statement with the name of the
independent auditor;
• Information regarding the maximum and
minimum number of shares to be issued, their
APPOINTING A LEGAL REPRESENTATIVE
value, all of the costs incurred, and all other
information relevant to their distribution;
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In order to invest in a PE, the foreign investor is obligated
to appoint a legal representative that will represent said
• The disclosure material to be used in the
investor before the CVM. When this representative is an
distribution of Fund shares, including the
individual or non-financial legal entity, the investor must
prospectus, if there is one;
available to potential investors;
REDEMPTION AND NEGOTIATION
OF SHARES
• If there is a professional manager, a brief
The PE regulation must explain the criteria to amortize its
description of the qualifications and professional
shares, without the possibility of redemption. The shares
experience of the technical administrator
and manager.
can be the object of private negotiations between qualified
• Any other additional information that becomes
investors or negotiated in the stock market. In this case, an
intermediary is necessary to ensure that who is buying the
MANAGEMENT
shares is a qualified investor.
The Fund manager must be a legal entity authorized by the
TAXATION
CVM. The Fund Manager and the Portfolio Manager are
responsible for losses suffered by the shareholders when
Generally speaking, the income and earnings from
said managers act with negligence or fraud or if they
PE's have their taxes withheld at a percentage rate
violate the law or the rules set forth by the CVM and
of 15%.
the Regulations.
However, the foreign investor can take advantage of a
PE Funds can only invest their resources in the acquisition
of shares, debentures, subscription bonuses or other bonds
reduction to zero percent on the rate for income tax for the
investment, if the following requirements are met:
• The investors, individually or together with
1
other people connected to them , do not hold
and convertible or interchangeable securities in company
40% or more of the total number of shares
share issuances. It is prohibited to carry out operations
issued by the PE Fund and the shares do not
involving derivatives, except when such operations are
allow for earnings greater than 40% of the total
carried out exclusively to protect assets.
amount of earnings coming from the Fund;
1. Following are those connected to the private individual: (i) their relatives up to 2nd degree; (ii) company under their control or under control any of their relatives up to
the 2nd degree; (iii) partners or the leadership of a company under their control or under the control of the controller, controlled or sister firm. Connections to the legal
entity shareholders: its controller, controlled or sister firm.
27 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
FUND ASSETS
• The PE Fund does not have debt security at any
maximum percentage rate of less than 20% - known as tax
time in its portfolio that is greater than 5% of its
havens – a 15% withholding tax will be levied on the
net assets. The exception of this limit relates to
earnings from the Fund or the capital gains resulting from
shares in business corporations, debentures that
the transaction of shares by the investor.
can be converted into shares, subscription
bonuses and public bonds; and
Clearly, the PE's are more advantageous than the structured
investments in the form of holding companies, taking into
• The foreign investor is not a resident or is
account that the later are subject to taxation just like
domiciled in a country that does not tax the
ordinary companies, including IRPJ (corporate income tax),
earnings or that taxes earnings for a maximum
of 20% or less.
CSLL (the Social Contribution on Net Profits) and
PIS/PASEP and COFINS.
In other words, having fulfilled the aforementioned
requirements, there will be no income tax levied on earnings
It is important to emphasize that all investment portfolios
in Brazil.
must fulfill specific rules imposed by the CVM for the
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formation and management of these funds, including the
In cases where investors are residents or domiciled in
naming of the manager who will be responsible for
countries that do not tax earnings or that tax earnings at a
collecting the taxes.
08.
VISA FOR FOREIGN ADMINISTRATORS
Every director of a Brazilian company must reside in Brazil.
period of two years; or, otherwise, an investment of
Should the foreign investor appoint a trustworthy foreign
R$ 600,000.00 exempting the latter employment
administrator that intends to move to Brazil, the request for a
commitment. The minimum investment is mandatory
specific permanent residence visa is mandatory.
for each foreign director. If the foreign administrator
The issuance of a permanent residence visa must be
a permanent visa carrying out a minimum investment in
requested by the Brazilian company established by the
Brazil of R$ 150,000.00. In this case, he is exempted
investor and presupposes carrying out a minimum
of the employment commitment, but he needs to present
investment in Brazil of R$ 150,000.00, taking into account
a business plan to be analyzed by the National
a commitment to generate 10 employments during the
Immigration Council.
29 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
is one of the shareholders of the company, he may request
09.
RELATIONSHIP WITH EMPLOYEES AND CONTRACTORS
Once the foreign investor has decided to establish a
company in Brazil, the latter will have to employ qualified
professionals for the development of their activities. These
professionals can be employed by the Brazilian company or
work as mere service providers.
LABOR RELATIONSHIP
“
Labor Relationship Requisites:
• onerosity;
• individuality;
• subordination;
• habituality.
30
LAW
“
• INSS Contribution (National Institute of
Social Secuity) – Employer must pay
monthly contributions of 20% of the
employees' gross salary.
• GILRAT (Labor Accident Insurance) – Social
contribution paid to the National Institute of
Social Security by the employer. The levy
varies between 1 to 3% of the gross salary paid
to the employees as an extension of the risk to
which the employees are subject to.
• Education Salary – Employers must pay the
INSS a monthly amount for education salary
which corresponds to 2.5% levied on the
• Other payments known as “payments to third
parties” – Employers must pay contributions to
benefit some specific institutions, such as the
Social Service of Commerce “SESC” and to the
Brazilian Service of Support to Micro and
Small Companies “SEBRAE”.
• Employers must deposit in a blocked bank
LABOR TAXES AND CONTRIBUTIONS
In addition to paying the benefits listed in aforementioned
item, the employer's liabilities with regard to labor
fees/taxes are:
account an amount equivalent to 8% of the
gross salary paid to each employee, as FGTS
(Unemployment Guarantee Fund). The deposits
are made monthly to the order of the employee.
31 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
employees' gross salary.
The FGTS is paid solely by the employer; there is
no deduction on the employee's paycheck. In
case the employment bond is terminated without
cause, the employer incurs in a fine of 50% of the
total existing deposits in the employee's name.
Below is a summary chart of the taxes*:
TAXES AND CONTRIBUTIONS
PAID BY EMPLOYER – IN %
INSS, FGTS and related taxes
In %
1. INSS
20
2. Third Parties
2.7 to 5.8
3. FGTS
8
4. RAT
1 to 3
*This chart contents an estimative of the taxes, which varies depending on
32
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the activities to be performed by the employee.
OUTSOURCING
Outsourcing is legalized in Brazil; nevertheless, so that
there is no configuration of the labor relationship
between the service provider and the contracting party, or
the employees of the first and second, the service provider
must have technical independence and be free of
any subordination.
There is a risk of recognizing the labor bond when:
• The service provided is related directly to the
main activity of the contracting party;
• There is subordination between the service
provider and the contracting party.
In case the outsourcing is disregarded by the Labor Courts,
the contracting party must pay the service provider all the
benefits and contributions that are regularly due to the
employees, such as overtime, 13th. salary, vacation, FGTS,
among others.
10.
TAXATION OF THE BRAZILIAN SUBSIDIARY
When planning to establish a company in Brazil, investors
recognized by both countries which allows that the
must bear in mind the different taxation regimes that exist in
income tax withheld by a country be used to deduct the
the country, as well as pay attention to the different
income tax owed in the other country.
accessory tax obligations for each type of activity.
Investors will need to pay careful attention to the income tax
carried out by the company is under the cumulative or
and the social contribution tax levied on the net profit that
noncumulative regime of PIS and COFINS (federal taxes
must be paid by the company established in Brazil. There are
levied on revenue). These regimes will subject the
different process of calculating these taxes owed by the
company to different tax rates and procedures. The
companies, such as the taxable income regime, whereby the
noncumulative regime allows taxpayers to obtain credits
annual net accounting of the net profit with adjustments
to reduce taxes. The cumulative regime does not grant
shall be the basis for levying the mentioned taxes at a global
credits but its rates are lower.
rate of 34%, and the presumed profit regime, whereby the
taxation basis is estimated and extracted from the company's
The company being established in Brazil has to assess if
quarterly income.
its products and services will be subject to the ICMS state
tax, which is levied on the sales of goods and the provision
Brazil has treaties with some countries (France, Spain,
of services of communication and transportation, or
Holland, among others) to avoid double taxation. As a rule,
subject to the ISS municipal tax, which is a tax levied on
the income tax withheld on the remittance of income to
services provided.
countries that are signatory of these treaties allows the
foreign beneficiaries to deduct from their foreign total
Furthermore, if the company plans on performing foreign
income the amount of tax retained in Brazil.
trade operations, the investors will need to assess which
type of registration regime, a simplified or an ordinary,
Even though there is no treaty signed between Brazil and the
will be needed to carry out imports and exports. A
United States of America, there is a reciprocity rule
computerized information system named SISCOMEX
33 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
Moreover, the investors must assess if the activity to be
(Foreign Trade Integrated System) was created to facilitate
place to settle the company allows greater logistics and
import and export operations and is mandatory to all
tax savings.
traders. Transfer pricing rules also apply to international
transactions between related parties or companies
Finally, investors must do a complete evaluation of all the
domiciled in tax havens.
declarations, accounting books and other documents that
34
LAW
have to be controlled by a bookkeeper before setting up a
Investors must determine the location where the company
company in Brazil. This diligence is necessary because the
will be established in order to be sure of the incentives and
electronic system of financial, commercial and other
tax benefits granted by the Brazilian Federal Government,
corporate information management have to be completely
states and cities, as well as to verify its proximity to the free
aligned with the bookkeeping requirements demanded by
trade, dry ports, and customs zones. The definition of the
the law.
11.
DIVESTMENT AND COMPANY DISPUTES
In addition to researching the best alternatives for entering
• Termination of the duration period;
the Brazilian market, it is equally important to analyze how
to exit from it.
TRANSFER OF SHARES AND
QUOTAS' OWNERSHIP
• In the cases foreseen in the articles of
association and bylaws acts;
• In case of lack of plurality among partners;
• Pursuant to law enforcement judicial decision
In the case of a sociedade limitada, the transfer of quotas
when the company's articles of association or
must be carried out by signing and registering the articles of
bylaws are annulled by admitting that the
association at the Brazilian Authorities (Junta Comercial).
company is no longer capable of fulfilling
its goals;
In the case of the closely-held sociedade anônima, the
operation in the registration book of nominal shares and by
signing the terms of shares transfer in the book of transfer of
shares registration. Finally, in the publicly-held sociedades
anônimas, the transfer is formalized by means of an
electronic (online) registration made by the custody agent.
• Pursuant to management's decision.
The company personality expires after a dissolution
process which can be judicial or extrajudicial. The
company's simple inactivity does not generate its
extinction as a legal person. The dissolution procedure
initiates with a deliberation instated by the partners at the
COMPANY OVERALL DISSOLUTION
Judicial Courts; it continues with its liquidation for the
The overall dissolution of the company can be carried out
resolution of the company's business pending issues and
according to the following cases:
distribution, and with the division of the assets among the
partners. For as long as the dissolution does not occur, the
• The partners' will;
company remains to exist.
35 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
transfer of shares is carried out by writing down this
COMPANY DISPUTE SOLUTIONS
Judicial lawsuits are also frequent against the company's
management due to violation of the countless duties that are
The company's disputes usually involve, among other, the
imposed upon the managers pursuant to law, such as due
following issues:
diligence, strict compliance with the legal and statutory
• Company's partial or overall dissolution;
• Partners' exclusion;
dispositions, to inform all the relevant facts to the company,
among others. The aforementioned lawsuits can result in
high compensation to be paid by the company's
administrators to shareholders and to those impaired by the
• Misunderstandings regarding the company's
management;
36
LAW
• Submission of managers' financial statements
and accounts.
company procedures.
12.
ABOUT OUR SPONSOR
Rayes & Fagundes Advogados Associados envisages to be
sociedades anônimas, Foreign Investments in
the most reliable and efficient international corporate law
Brazil, Capital Markets, Banking, Investment
firm, providing complete and customized solutions, with
Funds, Preparation of Contract Managements,
sophistication and profitability for its clients, by means of a
Bids, Trademarks, Patents, Franchises,
highly reliable structure.
Distribution and Representation, Copyrights,
Software, Real Estate, Insurance,
This aim has been pursued with a lot of determination by
Administration, Regulatory, Project Financing,
the 130 professionals that compose the firm. With head-
Environmental, Labor Relations, Benefit Plans
office in São Paulo, Rayes & Fagundes Advogados
and Collective Negotiations.
cities of Rio de Janeiro and Belo Horizonte, besides
• In the Litigation sphere it represents its clients
counting on a complete network of professionals
in the Mediation and Arbitration cases, as well
nationwide, always aiming at ensuring agility and security
as in judicial and administrative processes
in the services provided to its clients.
involving Strategic Credit Recovery, defending
banks and other financial institutions, Mass
Entirely assisting the interests of companies and individuals
Consumer Relations, the Internet and
with businesses in Brazil, Rayes & Fagundes Advogados
E-Commerce, Trademarks disputes, Patents,
Associados performance is divided into three great spheres,
Software and Copyrights, Company and
outlined as follows:
Competition litigations, Distribution Contract
lawsuits, Franchises, Commercial
• In the Corporate sphere, the firm provides all the
Representation and Other Sales Agents, Civil
legal support for the structure and management of
Responsibility, International Disputes,
its clients' operations in Brazil, dealing in Mergers
Insurance, Management, Regulatory,
and Acquisitions, sociedades limitadas,
Environmental, lawsuits in relation to Bids,
37 HOW TO ESTABLISH A BUSINESS PRESENCE IN BRAZIL
Associados, is also present with its own facilities in the
Concession of Public Contracts in general,
Counting on solid professional relationships and even
Administrative Decisions Impugnation and of
having such values as reliability and sophistication on its
Regulatory Acts, besides Labor Litigation.
services and solutions, Rayes & Fagundes Advogados
Associados is currently recognized in the market as a
• In the Tax sphere, it deals on behalf of its clients
differentiated law firm, of high technical quality and
in all the judicial and administrative cases that
customized assistance.
discusses taxes and contributions, as well as in the
defense against tax assessments, apart from
For further information, please contact:
providing important Consulting Services,
Planning, Compliance and Tax Management,
Company Reorganization, Tax Due Diligence and
Credit Collection; Import and Export Consulting,
38
LAW
Tax Benefits and Incentives.
With this full service profile, the firm outstands for assisting
Rayes & Fagundes Advogados Associados
and representing important foreign and multinational
Rua Chedid Jafet, 222 - bloco C - 3rd. floor
companies, of the most diverse industries, such as
São Paulo - SP - Brazil - CEP 04551-065
foodstuffs, energy, oil, telecommunications, electronic
Telephone: (55 11) 3050-2150
products, the Internet, pharmaceutical and hygiene
Fax: (55 11) 3050-2151
products, service providers, and even financial institutions
E-mail: [email protected]
and investment funds.
Website: www.rfaa.com.br
ENDEREÇOS
BELO HORIZONTE
RECIFE
Rua da Paisagem, 220
34000-000 – Nova Lima, MG
Tel.: (55 31) 2126-9750 • Fax: (55 31) 2126-9772
[email protected]
Rua Gonçalves Maia, 207 – Boa Vista
50070-060 – Recife, PE
Tel.: (55 81) 3223-0000 / 3223-2603
Fax: (55 81) 3205-1865
[email protected]
BRASÍLIA
SHIS QI 5, Comércio Local - Bloco C 1º andar - Lago Sul
71615-530 – Brasília, DF
Tel.: (55 61) 3704-8017 • Fax: (55 61) 3704-8037
[email protected]
CAMPINAS
Rua Dr. José Bonifácio Coutinho Nogueira, 150
Edf. Galleria Plaza – 7º andar, sala 701
13091-611 – Campinas, SP
Tel./Fax: (55 19) 2104-1250 / 2104-1275
[email protected]
CURITIBA
Rua João Marchesini, 139 – Prado Velho
80215-060 – Curitiba, PR
Tel.: (55 41) 2104-9350
[email protected]
GOIÂNIA
Avenida T-63, Qd. 145 – Lt. 08/09
Edf. New World, sala 105 – Setor Bueno
74230-100 – Goiânia, GO
Tel.: (55 62) 4006-1150 • Fax: (555 61) 4006-1157
[email protected]
PORTO ALEGRE
Av. Dom Pedro II, 861 – 8º andar
Prédio do CIEE
90550-142 – Porto Alegre, RS
Tel.: (55 51) 2118-3700 • Fax: (55 51) 2118-3738
[email protected]
RIBEIRÃO PRETO
Avenida Wladimir Meirelles Ferreira, 1525
Ufcio Commerciale San Paolo, salas 1 e 2
14021-630 – Ribeirão Preto, SP
Tel.: (55 16) 2132-4599 • Fax: (55 16) 2132-4563
[email protected]
SALVADOR
Avenida Tancredo Neves, 1632
Edf. Salvador Trade Center
Torre Norte, sala 1307 – Caminho das Árvores
41820-020 – Salvador, BA
Tel.: (55 71) 3480-3481
[email protected]
SÃO PAULO
Rua da Paz, 1431 – Chácara Santo Antônio
04713-001 – São Paulo, SP
Tel.: (55 11) 3324-0194 • Fax: (55 11) 5180-3777
[email protected]
UBERLÂNDIA
Rua Santos Dumont, 46 – Santa Mônica
38400-060 – Uberlândia, MG
Tel.: (55 34) 2101-4100 • Fax: (55 34) 2101-4107
[email protected]