Requirements to operate in Brazil
In order to operate in Brazil, foreign companies must initially register the Articles of Association in Government agencies, so as to obtain a Corporate Tax Payer Number known as CNPJ (Cadastro Nacional de Pessoas Jurídicas).
Likewise, it is fundamental to name two persons to act as follows:
• Proxy Holder (Legal Representative)
The proxy holder must be a Brazilian resident, who will sign on behalf of the foreign shareholders. To nominate the proxy holder, it is necessary to have a Power of Attorney (POA) from each foreign shareholder to be represented. Depending on the country of origin, the POA must be consularized at the local embassy or consulate.
• Legal Manager
The legal manager also must be a Brazilian resident. This person would be able to sign on behalf of the Brazilian company, and will become fully responsible in case of any liabilities.
Since all the above procedures take time, especially as regards the necessary documentation to be sworn translated and sent to Brazil, planning ahead becomes important.
Furthermore, please note that Brazilian companies may be of three different natures:
• Trade (import/export/retail)
Opening a service company may take around 30 to 40 days, after receiving the POAs properly registered and consularized. Only then would it be possible to invoice issuing Notas Fiscais officially through a Government System.
Import, export, commerce and industry activities may take longer to be opened. Depending on the activity, it may take up to 60 days since special licenses such as RADAR (import/export license), CETESB (Environmental License), working permit, INMETRO (Quality and Technology Standards Verifying Agency), ANVISA (License to produce and trade products for human consumption), etc. may be required.
In addition, legal tax address is required to obtain the CNPJ. In the case of industry and trade companies, a commercial address is also necessary.
Once the company is registered, an accounting company is required to operate monthly routines such as, filing tax requirements, bookkeeping, payroll, etc., as well as opening a local bank account. This last step can become most bureaucratic and can take as long as sixty for a bank account to become fully operational and able to receive funds from abroad.