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Step-by-step




                                                                                                                                                             1. Check whether the business activities require
                                                                                                                                                             prior authorization from public agencies to
                                                                                                                                                             operate in Brazil. They are listed in the Technical
                                                                                                                                                             DNRC n? 114 of September 30, 2011 (available in
                                                                                                                                                             Portuguese at
                                                                                                                                                             http://www.dnrc.gov.br/Legislacao/IN%20
                                                                                                                                                             114%2011.pdf  and
                                                                                                                                                             http://www.dnrc.gov.br/Legislacao/
                                                                                                                                                             IN%20114%2011%20Anexo.pdf).
                                                                                                                                                             2. Choose the type of company for
                                                                                                                                                             the business. For that, it is important
                                                                                                                                                             to consider the table below.

                                                                                                                                                             3. Hire a local accountant to take all documents
                                                                                                                                                             to the Board of Trade of the Brazilian state
                                                                                                                                                             where you intend to open the company. This
                                                                                                                                                             professional should assist throughout the
                                                                                                                                                             process and prepare and record the following
                                                                                                                                                             documents:

                                                                                                                                                                    I. Articles of incorporation/bylaws. One
                                                                                                                                                                    must choose the method for calculating
                                                                                                                                                                    taxes when filing these (National Simple
                                                                                                                                                                    (Simples Nacional), Taxable Income or
                                                                                                                                                                    Estimated Profit) and make a number of other
                                                                                                                                                                    decisions, such as the company’s name, the
                                                                                                                                                                    administrator of the company, etc. Legal
                                                                                                                                                                    assistance is also recommended in order to
                                                         Government entity                                                                                          prepare the articles of incorporation/bylaws;
                                                                                                                                                                    II. Power of attorney given to the
                                                                                                                                                                    Brazilian Representative;
                                                               responsible for                                                                                      III. Copies of the personal documents
                                                                                                                                                                    of the associates, including the visa;
                                                                                                                                                                    and the address voucher for where
                                                          opening companies                                                                                         the company will be established.
                                                                                                                                                                    IV. Corporate taxpayer ID number (CNPJ);

                                                                                                                                                                    V. State and Municipal Taxpayer Registries;
                                                                                                                                                                    VI. Municipal License / Operation Permit
                                       The National Commercial Registration Department (DNRC - Departamen-                                                          (Alvara ou Licenca de Funcionamento); and
                                       to Nacional de Registro do Comercio ) is the entity responsible for im-                                                      VII. National Institute of Social Security
                                                                    22
                                       proving Brazil’s business environment, including adopting policies aimed                                                     (Previdencia Social) and Special Fund for
                                       at simplifying and modernizing the necessary procedures for opening,                                                         Unemployment - FGTS Registrations.
                                       amending and closing a company. It operates at the national level, in close
                                       cooperation with relevant agencies from the federal, state and local gov-                                                Note that all documents must be translated to
                                       ernments. It also provides a list of local, state-level company registration                                          Portuguese by a sworn translator and registered in
                                       offices, which in Brazil are known as “Boards of Trade” (Juntas Comerciais).                                          the Registry of Deeds and Documents. The paper-
                                                                                                                                                             work also must be notarized by a Brazilian consul-
                                       22  www.dnrc.gov.br                                                                                                   ate located in the associate’s country of origin.
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