16 steps to incorporating in Brazil in 2024

Healy Consultants Group will be pleased to assist our multi-national Clients to legally conduct business in Brazil. Our Client will not be required to travel to Brazil, as our local agent will be granted the power of attorney (PoA) to complete all procedures on behalf of our Client. Generally, Brazil company incorporation takes around 20 weeks.

The main steps for Brazil company incorporation include:

• Pre-incorporation steps

  1. Prior to company incorporation, our Client i) settles Healy Consultants Group’s fees, ii) signs and returns our Client Engagement Letter and iii) provides us with all the required due diligence documents;
  2. All relevant supporting documents of the directors and shareholders of the Brazil company must be i) notarised; ii) apostilled or legalised in the Brazilian Consulate in our Client’s country of residence and iii) sworn-translated into Portuguese by a certified translator, before filing the incorporation application with the Brazil Trade Registry;
  3. Healy Consultants drafts a detailed Brazil project plan, mapping out by week each step of the company incorporation process, optimizing transparency and setting Clients expectations;

• Incorporation procedure

  1. Healy Consultants Group checks company name availability with the State Commercial Registry Office. The exact corporate structure for the Brazil company is agreed with our Client;
  2. Healy Consultants Group assists our Client to complete the sworn translation into Portuguese of all legal documents required for Brazil company incorporation by a certified translator approved by the Brazilian courts;
  3. All shareholders of a Brazil company must be represented by a Brazilian citizen or a permanent visa holder in Brazil. If required, Healy Consultants Group provides our Clients with a professional legal representative for each shareholder of their Brazil company;
  4. All Brazilian companies are also required to have one director (administrator) ordinarily resident in Brazil to represent the company and sign documents on its behalf. Healy Consultants Group will provide our Clients with a professional passive resident director for their Brazil company to meet this requirement;
  5. Healy Consultants Group files the company incorporation application with the State Board of Commerce. Within 14 working days and all going well, the Brazil government approves the registration with i) National Register of Legal Persons (CNPJ); ii) National Institute of Social Security (INSS); and iii) State Department of Finance (FGTS);

• Post-incorporation steps

  1. On behalf of our Client, Healy Consultants Group arranges for a state tax inspection on the registered office address hosting the incorporated Brazil company;
  2. Following a successful state tax inspection, the Brazil government subscribes our Client’s Brazil company to the electronic tax notes system;
  3. Our Client is not required to travel to Brazil for the corporate bank account opening process. Our Client’s Brazil company Administrator signs-off relevant corporate bank account opening forms and couriers the same to the relevant local banks. Brazilian banks’ in-house Legal and Compliance Departments are slow, supplying approvals in eight weeks;
  4. Once the corporate bank account is opened, our Client is required to complete the share transfers. Thereafter, Healy Consultants Group will assist with the registration of capital with Central Bank of Brazil;
  5. The Brazil engagement is now successfully completed. We dispatch a company kit to our Client, which includes i) the company’s original corporate documents ii) unopened bank correspondences and iii) a Client feedback survey;

• Post-engagement completion

  1. Healy Consultants Group will oversee the ongoing corporate bank account management, including management of international transactions and payments, until our Client is appointed as the Administrator of the Brazil company;
  2. Healy Consultants Group assists our multinational Clients with their monthly and quarterly Government reporting, including VAT, payroll and financial management;
  3. In year 2, our Client supplies our in-house Accounting and Tax Department with a trial balance. Healy Consultants Group prepares financial statements and corporation tax returns for our multinational Clients.