Registering a company is the final step of opening a business in Brazil. Know in this article what registration procedures are necessary to formalize a company in the country.
In order for a micro or small company to operate in Brazil it’s necessary, among many other things, to register the business at:
- The Municipality where the company will operate
- The State where the company will operate
- Receita Federal (The Federal Revenue Service)
- The Social Security
The catch is that in Brazil, differently from other countries, the business owner have to go to several places in order to regularize his business. The procedure of getting these registers is time-consuming and bureaucratic, so it’s necessary to be prepared.
Further, we will explain how to get a business registered in each of the institutions above. But first, let’s see what documents will be required during the registration stage.
Registering at the Board of Trade
- Articles of Association
- Personal documents of each partner
Still in the Board of Trade, it is necessary to check if there is any other company registered with the desired name of the company. Generally, you must complete a form, with three name options. Some states already provide this service on Internet.
If everything is right, you can proceed with the filing of the articles of incorporation of the company, usually when the following documents will be required:
- Articles of Association or Individual Entrepreneur's Statemet, in triplicate
- Certified copy of ID and CPF of the holder or shareholders
- Standard Application, one copy
- FCN (National Register Aplication) models 1 and 2, one copy
- Payment of fees through DARF
Prices and terms of the registration at Junta Comercial vary from state to state. For this, the ideal is to consult the website of the Board of Trade of the state where the company is located.
Registered the company, will be delivered to its owner a NIRE Identification Number, which is a label or stamp, made by the Board of Trade. The NIRE contains a number that is fixed in the articles of incorporation.
Registering at Receita Federal
With the NIRE number in hands, it's time to register the company as a taxpayer, that is, getting the CNPJ (National Register of Legal Entity). The CNPJ registration is done exclusively on the Internet at Receita Federal’s website by downloading a specific program.
The necessary documents, informed in the website, are sent by mail or in person to the Internal Revenue Service, and the answer is also provided by the Internet.
When placing the order with the CNPJ, you must choose the activity, in which, the company will operate. This information will be used not only in taxation, but also in monitoring the activities of the company.
Registering at the municipality
Registered with the CNPJ, you need to go the municipality or regional administration to receive the business license (Alvará de Funcionamento), which allows the establishment and functioning of institutions, commercial, industrial, agricultural and service providers as well as companies and associations of any kind, linked to individuals or corporations.
Generally, documentation is required:
- Completed municipality’s form
- Company’s address (previously approved by the municipality and the fire department)
- Copy of the CNPJ
- Copy of the Articles of Association
- Authorization from the inspection bodies when necessary.
Registering at the State
As for the state tax system, it is done by the state Department of Finance. In general, it cannot be done over the Internet, but the procedure vary from state to state. Currently, most states have an agreement with the Receita Federal, which gives the State Registration with the CNPJ through a single procedure.
The State Registration is mandatory for companies in the sectors of trade, industry and transport services intercity and interstate. Also included are communication services and energy. It is necessary for obtaining registration in ICMS, and in general the documentation below is requested:
- DUC form, in triplicate
- DCC form, one copy
- Proof of address of the holders, certified copy or original
- Certified copy of a document proving the right to use the business property, such as a leasing contract or deed of property
- Number of the tax accountant’s registration
- Proof of the ISS contributor to the service providers
- Articles of Incorporation, one copy
- Copy of the CNPJ
- Copy of the business license (alvará de funcionamento)
- ID and CPF of the holders
Note: In some states the state registration must be requested before the business license.
Registering at the Social Security
After issuing the business license, the company is allowed to start its operations. However, there are still two fundamental steps for their operation. The first is the register at Social Security, even if the company has no employees.
Authorization for issuing tax documents
Now, you will need to request permission to print the invoices and authenticate the tax books. This is done in the municipality of each city. Companies wishing to engage in the activities of industry and trade should go to the State Department of Finance.
Once the tax apparatus is ready and registered, your company can start operating legally. Before, however, make sure that all went well during the previous procedures. If it works, just tap your business forward.
This article was based in one of the practical guides of company formation from SEBRAE.