Open Company In Brazil: How to Start

Do you intend to open a company in Brazil? Check out the types of company, necessary documents and requirements to start your business in the country.

Brazilians residing abroad or foreigners can open a new company in the country, as long as they are over 18 years old, are in full possession of their civil capacity and are not legally prevented from opening a CNPJ in the country. This is what article 972 of the Brazilian Civil Code says.

According to Normative Instruction DREI Nº 34/2017, foreigners can start the procedure by presenting a copy of the identity document issued by the RNE (National Foreigner Registry). In some cases, the presentation of a permanent visa may be required.

Whether domiciled in Brazil or not, a CPF, issued by the Federal Revenue, is required.

Having such documents in hand, it is already possible to start the procedures to open a company in Brazil.

Next, you can check the types of existing companies and their characteristics, required documents and requirements to obtain the CNPJ and other documents necessary for the company to operate.

Types of Company

Individual Microentrepreneur

The MEI was created with the objective of formalizing self-employed workers. Check out the main features of this model:

• Maximum revenue of R$ 81 thousand per year, or approximately R$ 6,750 per month;
• Does not allow partners;
  A total of 466 activities are allowed, according to Annex XI of CGSN Resolution No. 140 of 2018;
• The entrepreneur cannot be the owner of another company, nor a partner or administrator;
• You can hire only 1 employee earning up to 1 minimum wage or floor of the category;
• The payment of taxes is unified and there is exemption from federal taxes;
• It has rights such as maternity leave, paid leave due to health problems, retirement and Social Security coverage.

Sole Entrepreneur

If the company does not qualify for the MEI, then the entrepreneur can try the EI. Its features are:

• Revenue of up to BRL 360,000 per year if it is a ME and up to BRL 4.8 million a year if it is an EPP (Small Company);
• No minimum capital required for opening;
• It does not limit the hiring of employees;
• You can use Simples Nacional for simplified tax collection.

Individual Limited Liability Company (EIRELI)

It is an option that aims to protect the entrepreneur’s personal assets. Its parameters are:

• It may have share capital of up to 100 minimum wages in force;
• Revenue of up to BRL 360,000 per year for ME and up to BRL 4.8 million for EPP;
• There is no limit on hiring employees;
• It fits into the Simples Nacional;
  The entrepreneur’s assets are protected in the event of debts.

Sole proprietorship limited liability company

It is yet another model where the entrepreneur’s personal assets are protected. However, the difference is that it has no minimum capital. Its features are:

• Flexible share capital;
• Revenue of up to BRL 360,000 per year if it is ME and up to BRL 4.8 million if it is EPP;
• No limit for hiring employees;
  It fits into the simple nationals;
• The entrepreneur’s assets are protected in cases of corporate debt.

Business Companies

It allows the partnership between more than one individual to open a CNPJ. The most common type is the Limited Liability Company. Its features are:

• Flexible share capital;
  Revenue of up to BRL 360,000 per year if it is ME and up to BRL 4.8 million if it is EPP;
• It fits into the Simples Nacional;
• No limit on employees;
• The entrepreneur’s assets are protected in cases of corporate debt.

Legal Representation for Open Company In Brazil

To open a company in Brazil as a foreigner, it is necessary to appoint a legal representative in the country.

He is called a corporate and tax attorney. Must be a native Brazilian, a naturalized foreigner or have a permanent visa. In addition to having residence and tax domicile in Brazil.

This person will be responsible for the interests of the company, being empowered to receive or be summoned in tax and judicial proceedings. In other words, it will be responsible to Brazilian bodies and authorities.

In addition, it is necessary to appoint an individual residing in the country to exercise management or administration positions.

Necessary documents for open company in Brazil

To open a company in Brazil, it is necessary to register with the National Register of Legal Entities (CNPJ). For this, it is necessary to draw up a social contract. The accounting office can help with this step. In some cases, a lawyer needs to sign the document.

The Articles of Incorporation must contain basic information such as type of company, tax regime (Simple National, Presumed Profit or Actual Profit) and economic activity, which is defined by the CNAE (National Classification of Economic Activities).

In addition, other documents will be requested, such as:

• Certified copies of the identification document issued by the Brazilian authority;
• Certified copies of the entrepreneur’s or partners’ CPF;
• Proof of residency;
• IPTU (The Urban Property and Territorial Property Tax or Urban Property and Territorial Tax is a Brazilian tax) or proof of property lease.

The procedure comprises the following steps:

• Registration of the Articles of Incorporation at the State Board of Trade;Company registration with the Federal Revenue Service to obtain the CNPJ;
• Company registration with the INSS;
• Registration with the Class Council, in the case of regulated activities;
• For commercial companies, request the State Registration at the Treasury Department and request the Municipal Registration at the City Hall;
• Issuance of a Municipal Operating Permit.

Digital Company Opening in Brazil

Digital Opening is an innovation that greatly facilitates the process of opening new companies in Brazil, especially for those from outside the country.

The process can be done online. However, the registration of the Articles of Incorporation continues to be done in person.

In order for the process to proceed, the entrepreneur will need a digital certificate, which will provide access to all procedures.

After registering the Articles of Association, the entrepreneur can now:

• Request the CNPJ digitally through the Federal Revenue website;
• Request the State Registration on the Federal Revenue website;
• Issue permits for location and operation through the websites of the municipal governments of each city.

Do you still have questions about opening a company in Brazil or do you need accounting advice in the process?

Get in touch with our experts.