How to Open a Company
The first step to start a business in Brazil is legal registration, which can be with the State Board
of Commerce (Junta Comercial) or the National Companies Registry Office (Cartório de Registro
de Pessoa Jurídica).
In order to register it is necessary to submit documentation that varies according to the State,
however the most common requirements are the personal documents of each partner (in the
case of a company with partners) and articles of incorporation, which should clearly define the
interests of the parties, the objective of the company and manner in which the shares or quotas
will be integrated.
In order to be valid the articles of incorporation must have been checked by a lawyer - micro
and small businesses are exempt from this requirement. It is recommended to verify if there is
another company registered with the same name.
The second step is to place the company's articles of incorporation on file, when it will be
necessary to have:
- Articles of Incorporation or Requirement for an Individual Entrepreneur or Company Statute,
in triplicate;
- Certified copy of the General Registrar number (RG) and Individual Tax Registration (CPF) of
the proprietor or partners;
- Standard Application Form (Capa da Junta Comercial) in a single copy;
- National Registration Form (FCN), Model 1 and 2 in a single copy;
- Payment of fees by means of a bank payment slip (DARF).
Once the company is registered the proprietor will receive the NIRE (Número de Identificação
do Registro de Empresa) Identification Number and a label or a stamp provided by the State
Board of Commerce or the Registry Office.
With the NIRE it is possible to obtain a National Company Registration Number (CNPJ - Cadastro
Nacional de Pessoa Jurídica), which identifies the company as a tax-payer with the Federal
government. Registration of the CNPJ is done via the internet site of the Federal Tax Authorities
(Receita Federal).
Once CNPJ registration is complete it is necessary to proceed to City Hall to obtain an operating
license, which is a license that allows the establishment and operation of commercial, industrial
and agricultural entities and service providers. The application is made at the City Hall or
Finance Secretary's Office in the relevant Municipality. Documentation required generally
includes:
• Form provided by the Municipality;
• Approval of the address, through prior consultation;
• Copy of the CNPJ;
• Copy of the Articles of Incorporation;
• Reports from regulatory organs, where necessary.
Registration with the State must be made with the State Department of Finance. Most States
have an agreement with the Federal Tax Authorities that allows for State Inscription together
with CNPJ registration in a single operation.
State Inscription is mandatory for companies operating in the commercial, industrial and interstate or inter-municipal transport services sectors. It is necessary in order to obtain registration
for Value Added Tax (ICMS - Tax on the Circulation of Goods and Services). The following
documents must be submitted:
• Single Registration Document (DUC), in triplicate;
• Supplementary Registration Document (DCC), single copy;
• Proof of address of the partners, either certified copy or original document;
• Certified copy of a document proving the right of tenancy of the registered address, for
example the property lease or property deed;
• Registration number of the accountant;
• Proof of registration as a contributor to Tax on Services (ISS - Imposto Sobre Serviços) for
service providers;
• Simplified Certificate from the State Board of Commerce (for companies established for over
three months);
• Copy of the articles of incorporation;
• Copy of the CNPJ;
• Copy of the license to operate;
• I.D. Card (RG) and Personal Registration Number (CPF) of the partners.
After the license to operate has been granted there are two further steps: registration with the
Social Security Institute within 30 days from commencing activities, and requesting
authorization from City Hall to print tax invoices and to authenticate fiscal records. Companies
operating in the industrial and commercial sectors, or companies in any sector located in
Brasilia, should consult the State Finance Secretary.
More information on:
http://www.brasil.gov.br/para/invest/starting-a-business/how-to-open-a-company