B2Brazil Serviços Interativos Ltda

B2Brazil can assist you in setting up your company in Brazil. You can contact our members in our online directly. Or, you can inquire with us about providing the services to you, as your single-point-of-contact. <br><br>There are two basic types of limited liability company in Brazil:<br>• Sociedade Limitada (LTDA): This is the most common form of company in Brazil. It is also the simplest and most flexible and inexpensive type of company to operate. It is governed by a Contrato Social (Articles of Association) and its capital is divided into quotas (shares). There are no minimum capital requirements and the company is managed by one or more Administrators, resident in Brazil and appointed by the quotaholders. To be ensured total control of the company, a quotaholder must own at least 75 percent of its quotas. <br>• Sociedade Anônima (SA): This form of company is not as flexible as a Limitada and is considerably more expensive to operate and more transparent, since all corporate acts and its annual financial statements must be published in newspapers. It is governed by Estatutos (By-laws) and its capital is divided into one or more classes of shares. An SA is managed by a Management Board and a Fiscal Council, each composed of two or more Brazilian residents. If an SA is listed on the stock exchange or has authorised capital, it must also have a Board of Directors, made up of shareholders.<br><br>Most foreign companies establish Ltdas. In order to conduct business, the company will need a CNPJ, or federal tax identification number. <br><br>In order to set up a Ltda. in Brazil it is necessary to do the following:<br>1) Ownership I the Ltda and Minimal Local Partner Requirment. The foreign company is allowed to have a participation up to 99,9\% of the shares from the Brazilian Ltda. So it is necessary to have a local partner in Brazil to hold the remaining 0,1\%. This local partner could be either a natural person or another company. A "nominee partner" can be arranged if your company will not have your own local partner. <br> <br>2) Foreign Company must provide documents: Then the foreign company should provide:<br> A copy of its Articles of Incorporation/Organization (Certificate of Formation) duly legalized by the Brazilian consulate on the country where it was issued;<br> A copy of its Articles of Association/Operating Agreement duly legalized by the Brazilian consulate on the country where it was issued;<br> A Power of Attorney (POA) issued on behalf of a Brazilian to be the representative of the company before RECEITA FEDERAL in order to obtain a CNPJ, and the POA must be duly legalized by the Brazilian consulate in the country where it was issued. (We can provide this person and it could be the same as the "nominee partner"). We would prepare and send the form POA that will need to be signed;<br> A Power of Attorney (POA) issued to our associated attorney that is duly legalized by the Brazilian consulate on the country where it was issued for the sole purpose of representing your company on the formation of the Ltda. We would prepare and send the form POA that will need to be signed;<br> <br>3) Legal Translation of documents: After receiving the documents identified above, we will get them legally translated to Portuguese by a Sworn/Public Brazilian translator;<br> <br>4) CNPJ for Foreign Company that will be Holding Company: Having these documents translated to Portuguese first we would get the CNPJ for the foreign company;<br> <br>5) Incorporation of the Ltda: After getting the CNPJ for the foreign company we would initiate the incorporation of the the foreign company’s Brazilian Ltda. You will need to inform us:<br> <br>- Name suggestions for the Ltda;<br>- Amount of the Paid Up Capital;<br>- Purpose of the company (activities);<br>- if the foreign company will provide the address for the company or if they will need us to provide a "virtual address"; <br>- if your company will need a "nominee partner" to hold the 0,1\% participation or if he will indicate one;<br>- also inform if your company will provide a manager for the Ltda. The manager could be a foreign or Brazilian person but he must have a CPF (the Brazilian tax identification for individuals). In the case of a foreigner we could also get a CPF, and again we could arrange for someone to be the local “manager” -- this person that could be the same "nominee partner". Your company would run the business through your own manager or through a POA giving an individual authority to act on behalf of the Ltda..<br> <br>6) CNPJ for Ltda: After the incorporation of the Ltda. we will then obtain a CNPJ for the new Ltda. Then your company will need to decide if you want us to arrange for an accountant to keep the monthly maintenance for the Ltda., or if your company will find one on your own. If you would like us to arrange for an accountant, the accountant charge a monthly fee (it will depend on the amount of work expended). <br><br>7) Timeframe: As you can see, the process is quite taxing and can be time-consuming. There is a fair amount of work to be done even before filing to create the Ltda. Getting the documents, having POA’s signed and having documents translated can take 1-3 weeks. Setting up the Ltda. can take about 4 weeks or so and then obtaining the CNPJ can take another 2-4 weeks. <br> <br>8) Fees/Charges: The fees/expenses can be divided into three types:<br> Legal, Accounting & Office Expenses: These fees cover the preparation of the necessary POAs, Public Translation to Portuguese from the necessary documents, reviewing the documents, handling documents to the accountant, supervision, etc...);<br> Incorporation fees LTDA & CNPJ<br> Local Taxes & Fees.<br><br>The fee we charge depends on the foreign entity that will be the holding company for the Ltda. The reason is that translation expenses can cost more than incorporation expenses so it will depend on the origin of the holding entity. For example, a U.S. LLC as the holding company will be cheaper than a BVI holding company because LLC’s have relatively simple organization documents.<br><br>This fee is all-inclusive of attorneys, accountants, filing fees, translations, taxes, etc. to incorporate the Ltda. and to obtain the CNPJ for the foreign entity and the new Ltda. We prefer using a fixed all-inclusive fee in order to simplify the services and fee structure for the client.<br><br>Not included in the fee are services related to representing your company or the Ltda such as: <br> In case the client will need a nominee partner;<br> In case the client will need an attorney in fact in order to get a CNPJ for the foreign company; and<br> In case the client will need a nominee manager.<br><br>** ALSO NOTE: The charges for having a continuing nominee partner, nominee manager and nominee attorney representing the Ltda would result in a monthly fee which will be identified at such time that a need for a nominee is indicated.