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Registration in Brazil of Sociedade Limitada (limited liability company). Service offer

Main advantages of doing business in Brazil. Budget for setting up business in Brazil. Time frame for setting up business in Brazil. Company incorporation. Fees.

Main advantages of doing business in Brazil:

Not blacklisted as an offshore zone;

A large network of double tax treaties;

Possibility of opening a local bank account;

Simplified procedure for legalization of documents (the country is party to the Hague Convention on Apostille).

Budget for setting up business in Brazil*:

Services
Fees (USD)
Total cost of incorporation (including government fee)

Not included: apostille, registered office, director and signatory to the constitutive documents, translation of documents into English
9 200
Compliance fee
from 350
Payment of minimum share capital
the statutory minimum is USD 1 (however, it is recommended that the capital be sufficient to cover the company’s first-year operation expenses)
Local bank account opening
3 000
Registered office for a year
2 950
Total:
USD 15 501

*The fees do not include 19% VAT which may arise under certain conditions. Please contact GSL Law & Consulting consultants for details.

Time frame for setting up business in Brazil:

Company incorporation – 60-90 days;

Local bank account opening – from 2 weeks.

Company incorporation

Procedure for registering a Sociedade Limitada (limited liability company) in Sao Paulo, Brazil:

1. It is necessary to determine:

  • the company name to be checked for availability (at least two significantly different names);
  • the company structure (directors, shareholders);
  • the share capital amount* and payment deadline;
  • activity and geography of business.

*There are no statutory restrictions on the share capital amount. Local lawyers recommend that it should be determined based on the company’s first-year operation expenses. The payment deadline is stated in the bylaws. Local lawyers do not recommend setting the payment deadline longer than 5 years.

2. It is necessary to provide documents for the directors / shareholders / attorneys:

  • proof of ID;
  • proof of address.

3. KYC check

After receiving the above information, the agent will conduct a KYC check of all the persons involved in the company structure and based on the findings will make a final decision about onboarding the client and the scope of services provided to him.

4. Paying fees for the services

5. Organizing the company structure:

  • hiring an attorney-in-fact in Brazil to sign the bylaws for the foreign shareholder;
  • choosing a local director, administrator and registered office of the company;
  • obtaining from the Brazilian authorities a local foreign investor number (CNDR) for the foreign shareholder.

6. Preparing a set of documents for company incorporation, having the documents signed by the directors and members:

  • draft constitutive documents, including the bylaws/minutes according to the company’s declared business activities and structure (draft constitutive documents are agreed with the client);
  • text of the power of attorney (the power of attorney is sent to the shareholder for signing, and then is apostilled and returned to the agent in Brazil).

7. Submitting corporate documents for incorporation to the Commercial Registry in Sao Paulo

Post-incorporation actions taken by the agent in Brazil:

1) register the investments (capital stock) at the Brazilian Central Bank;

2) hire an auditor who will:

  • make all necessary registrations with city and municipal authorities, depending on the company’s business activities;
  • perform the necessary actions in connection with the start of business;

3) submit to the Receita Federal (Revenue Service) the beneficial ownership information required by local law;

4) open a bank account;

5) apostille the constitutive documents and dispatch them to the client’s address.

Fees*

Services
Fees (USD)
Total cost of incorporation (including government fee)

Not included: apostille, registered office, director and signatory to the constitutive documents, translation of documents into English.

9 200
Provision of registered office for a year
2 950
Payment of share capital (minimum)
the statutory minimum is USD 1 (however, it is recommended that the capital be sufficient to cover the company’s first-year operation expenses)
Shareholder (signatory to the constitutive documents)
6 200
Director (without power of attorney)
10 800
Local secretary
not required
(included in the director’s fees)
Apostille of a single document
from 600
Obtaining a local foreign investor number (CNDR)
750
Opening a local bank account
3 000
Local auditor
charged at the rate of 300 / hour,
but not less than 2 000 / month
Compliance fee
Payable in the cases of:
- incorporation of a company,
- renewal of a company,
- liquidation of a company,
- transfer out of a company,
- issue of a power of attorney to a new attorney,
- change of director / shareholder / beneficial owner, except the change to a nominee director / shareholder,
- signing of documents.
350 (standard rate, includes the check of 1 individual)
+ 150 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL
+ 200 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL
450 (rate for high-risk companies, includes the check of 1 individual)
100 (signing of documents)

*The fees are valid as of September 2024. The fees do not include 19% VAT which may arise under certain conditions. Please contact GSL Law & Consulting consultants for details.

Are you interested in the offer?
from USD 9 550
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