Articles of Association in Brazil
The Brazilian Articles of Association, known as Contrato Social in Portuguese, is the official document that is required for formalizing a business partnership and one of the first steps for legally registering a company.
The registration of a business partnership is formalized through a Contrato Social, which defines the rules, rights and duties of the each of the partners in the company. The Contrato Social must contain a certain amount of mandatory information specified by DREI, short for Departamento de Registro Empresarial e Integração. This department is responsible for the coordination of all Boards of Trade, or Junta Comercial in Portuguese, in each state.
Required information for 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 heading
- Preâmbulo, which is detailed information about the partners and representatives of the partnership
- Corpo do contrato, which is content where the clauses of the articles of association are described
- Fecho, or closing where the signatures are provided
We will describe in detail about each of the sections required below.
Título
This is the first section of the document where the expression "Contrato Social" plus the name of the company being formed is stated.
Preâmbulo
Detailed information about the partners, companies and representatives is required to be provided in the Preâmbulo section along with the type of partnership being established.
For partners that are either a Brazilian or foreign citizen, resident or not in Brazil, and for the representatives the following information is required:
- Full name
- Nationality
- Marital status and the matrimonial regime in case the person is married
- Birth date, if the person is single
- Profession
- Identification card type, number and issuer
- CPF
- Full residential address
Legal entity with headquarters in Brazil:
- Company name
- Country of origin
- Full address of the headquarters
- Número de identificação do Registro de Empresa - NIRE
- CNPJ
Legal entity with headquarters abroad:
- Company name
- Country of origin
- Full address of the headquarters
- CNPJ
Corpo do contrato
This section composes the body of the Contrato Social where the mandatory and non-mandatory are described. Non-mandatory clauses may be included in the body of the articles like rules about partner meetings, exclusion of partners, appointing fiscal council or any other of the partner’s interests.
Mandatory clauses:
- Company name
- Initial investment by partners expressed in Brazilian currency. This capital needs to be broken down by quota for partner, type of investment and the term of each investment
- Full address of the headquarters and branches, if any
- Description of all the activities that will be developed by the company, also known as objeto social
- Duration of the partnership
- Date of the fiscal year end, if not the same as the calendar year
- Names of the people responsible for the administration of the partnership, their powers and attributions within the company
- Qualification of the non-partner administrator
- Participation of each partner in the profits and losses
- Jurisdiction or arbitration clause
Fecho
This part of the Contrato Social is the end of the document. It must present:
- Place and date
- Partners' names and signatures
- Signature of at least two witnesses, their names and CPF numbers
Documents needed to register a company
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 Board of Trade of their respective state:
- Requirement form, also known as Capa de Processo, with the signature of the administrator, partner or attorney. If signed by an attorney, a power of attorney with notarized signature must also be presented
- Three notarized copies of the Contrato Social where all pages must contain the initials of the parties involved
- A declaration stating that the partners have no impediments to act as administrator of a partnership, also known as Declaração de desimpedimento para o exercício de administração de sociedade empresária
- Original or notarized copy of the power of attorney granting specific powers if the Capa de Processo, the articles of association itself or the Declaração de desimpedimento were signed by an attorney
- Notarized copy of the CPFs
- Notarized copy of the ID card
- Notarized copy of the marriage certificate, if any of the parties are married
- Proof of residence of the parters or legal representatives
- Lawyers signature. The lawyer must be registered with OAB to be allowed to sign
- Declaração de Habilitação Profissional, known as DHP, which is the Declaration of Professional Qualification with stamp and signature of the accountant. This signature is required in the Capa de Processo
- Ficha de Cadastro Nacional, also known as FCN, which is the National Registry Record
- Proof of payment of the fees of Guia de Recolhimento/Junta Comercial and DARF/Cadastro Nacional de Empresas
- A printed copy of the document showing the availability of the company name based on a search performed at the Board of Trade, known as Pesquisa de Nome Empresarial
- A signed copy of the DBE, or Documento Básico de Entrada, by the legal representative of the company
Specific Documentation for Foreign Companies and Partners
A specific power of attorney, establishing representatives in Brazil, defining the powers and with notarized signatures, must be delivered to Junta Comercial in accordance with the national legislation and registered at the Brazilian governmental representation in the foreign country.
The documentation derived from abroad must be presented along with the signatures notarized by the Brazilian authority located in the origin country. The documents will depend on the type of shareholder.
Foreign Company as a Shareholder
- Proof of legal existence of the company and the legitimacy of their legal representative
- Articles of Association or statute
- Power of attorney establishing a legal representative in Brazil
- Translation of the documents by a sworn translator registered with the Junta Comercial
Foreign Private Person Resident Abroad as a Shareholder
- Power of attorney establishing a legal representative in the country
- Translation of the documents by a translator registered in the Junta Comercial
Non-Private Company as a Shareholder
The following documentation is valid both for national and foreign companies:
- Copy of the Official Gazette containing the legislative authorization of participation