Requirements for Contrato Social
The Contrato Social, known as Articles of Association, represents the formation of a partnership and the first legal register of it. Here you will find information about where to apply for it, the necessary documentation and the mandatory items that must be included in this document.
To register a Contrato Social as a Sociedade Limitada, which is a Limited Partnership, the partners involved in the process and the companies must present the following documentation to the Junta Comercial of their respective state:
- requirement with the signature of the administrator, partner or attorney. If signed by the attorney, must be attached to the requirement the power of attorney with notarized signature
- Contrato Social with three notarized copies (all copies must contain the initials of the parties involved)
- declaração de desimpedimento para o exercício de administração de sociedade empresária, which is a declaration that allows partners to act as administratior of the company partnership, signed by the administrator
- original or notarized copy of the power of attorney with each specific powers and notarized signature if the requirement, the Contrato Social or the declaration were signed by an attorney
- notarized copy of the CPF
- notarized copy of the identity card
- notarized copy of the marriage certificate
- proof of residence
- lawyer signature
- Declaração de Habilitação Profissional, known as DHP, which is the Declaration of Professional Qualification with stamp and signature of the accountant in the cover of the process
- Ficha de Cadastro Nacional, also known as FCN, which is the National Registry Record
- notarization of signature.
Specific Documentation to Foreign Companies and Partners
A specific power of attorney, establishing representatives in Brazil, with the division of powers and notarized signatures, must be delivered to Junta Comercial in accordance with the national legislation and with the Brazilian consulate in the respective country.
The documentation derived from abroad must be presented as well with the notarized signatures recognized by the local notary. All documentation need also to be translated to Portuguese by a sworn translator registered in Junta Comercial.
Foreign Company as Shareholder
- proof of legal existence of the company and the legitimacy of their legal representative
- power of attorney establishing a representative in Brazil
- translation of the documents by a translator registered in the Junta Comercial.
Foreign Private Person Resident Abroad as Shareholder
- power of attorney establishing a representative in the country
- translation of the documents by a translator registered in the Junta Comercial.
Non-Private Company as Shareholder
The following documentation is valid both for national and foreign companies:
- copy of a Official Union Journal containing the legislative authorization of the participation.
Elements of the Contrato Social
The Contrato Social must contain at least the following elements to be approved and registered by the Junta Comercial:
- título, which is the title
- preâmbulo, which is the full legal name of the parties participating in the process
- corpo do contrato, with is the content of the Contrato
- claúsulas obrigatórias, which are the mandatory information that must be presented in the Contrato.
- fecho, which is the closure of the Contrato.
Parties Information on the Contrato Social
The following information about partners, companies and representatives must be presented in the Preâmbulo of the Contrato Social:
When the private person is a Brazilian partner or a foreign partner resident in Brazil:
- full name
- nationality
- marital status, and the matromonial regime in case of marriage
- birth date, if party is single
- profession
- identity card number
- CPF
- complete residential address.
When the private person is a Brazilian partner or foreign partner resident abroad:
- full name
- nationality
- marital status
- profession
- identity card number
- CPF
- complete residential address.
Legal entity partner with head quarter in Brazil:
- company's name
- nationality
- complete head office address
- NIRE
- CNPJ.
Legal entity with head quarter abroad:
- proof of legal existence of the company and the representative or attorney legitimacy
- full content of the Contrato Social
- power of attorney appointing a representative in Brazil
- translation of all documents involved by a sworn translator of the Junta Comercial
Mandatory Clauses of Contrato Social
The Contrato Social must present all the information below:
- company's name
- capital of the partnership expressed in the current currency, the quota of each partner and the form and the term of each integration
- complete address of the head quarter
- declaration about the objeto social, which are the activities that will be developed by the partners
- declaration affirming that the partners responsibilities are restrict to the value of their quotas, but that each of them respond for the integration of the social capital
- duration of the partnership
- date of end of the fiscal year
- private people responsible for the administration of the partnership and their powers and attributions
- qualification of the non partner administrator designated in the Contrato Social
- participation of each partner in the profits and loss
- foro, which is the jurisdiction in which the partnership will be subjected
Closing of Contrato Social
This part of the Contrato Social is the end of the document. It must present:
- location and date of the Contrato Social
- partners' names and signatures
- signature of at least two witnesses, their names and signatures.