An association is any formal initiative which gathers individuals and/or legal entities who have common objectives, in order to overcome any difficulties and generate benefits for its members. In this article, we will look at the complete process of how to start an association in Brazil.
According to the survey FASFIL 2010 done by the IBGE and the IPEA, there were just over 283.000 associations in Brazil in 2010. This high number is mainly due to all Non-Governmental Organizations and other entities - mentioned below - being classed as associations. Of these 283.000 associations, for example, only 2.300 are considered as being commercial or business related.
Generally, associations do not have economic activities as their main objective, but they defend the interests of a group of people, which can be business related. The main kinds of associations in Brazil are:
- Philanthropic organisations
- Religious organisations
- Cultural and social assistance organisations
- Organisations defending the rights of people, classes of workers or business owners
- Environmental organisations
- Volunteer service organisations
- Sports clubs
There is no specific regulation concerning starting an association in Brazil. Assuming that the association meets all the procedures detailed below in order to officialize the association, any group of at least two individuals can start an association.
The process of starting an association normally begins with a call for an Assembly of Foundation for the association, during this assembly a President and a Secretary of the Assembly must be elected. It is their responsibility to:
- Collect all the present individuals signatures in the attendance book
- Submit the articles approved by the individuals present at the assembly to the association
- Supervise the elections for the Administrative Board and the Fiscal Board
- Produce the minutes of the assembly
Election of a President
After the Administrative Board is elected and takes office, its President will take over as President of the Assembly, who will then proceed to ending the Assembly. Immediately after, the newly elected Administrative Board will proceed with a private meeting, to elect the new President of the association, normally composed of the following members:
- President and Vice-President
- 1st and 2nd Secretary
- 1st and 2nd Treasurer
Officialization of the Association
Even after the voting for the Presidency takes place, the association is not yet officialized, thus not being recognized as a legal entity. To officialize the association, some requirements need to be fulfilled.
First of all, an excerpt of the articles from the association need to be published in the Diário Oficial - which is the main vehicle of promotion for state or national matters, especially relating to laws, public notices and acts in the interest of the Federal Public Administration servers - of the state in which the association was created. This excerpt should include:
- Date and place where the Assembly of Foundation was held
- Name of the association
- Name of the President of the Assembly
- Name and positions of the elected members of the Fiscal Board and Presidency of the association
- Name and positions of the Founding Members of the association
The published excerpt, in order to be considered valid, must be signed by the President of the association. The President’s signature is required to be notarized at a Notary Office.
The Presidency of the association must submit an application to register the association at the Oficial de Registro de Títulos e Documentos - Portuguese for Registration Officer of Deeds and Documents - in the Cartório de Registro de Pessoas Jurídicas - Portuguese for Notary Office for Registry of Legal Entities. The application must include:
- Name and address of the association
- Name and address of the president of the association
- Constitutive Act, signed by the President
- Two copies of the articles of association, signed by the President
- Approved articles of association, signed by the President
- List of the members of the Presidency of the association, Fiscal Board and Administrative Board, containing their names, nationalities, civil status and occupation, signed by the President
- List of Founding Members, containing their names, nationalities, civil status and occupation, signed by the President
- Two copies of the Diário Oficial from the state in which the excerpt of the articles of association were published, stating the officialization of the association
If any of the partners or members of the Presidency or any of the boards is:
- A foreigner, a valid residency visa must be attached to the application
- A legal entity, proof of existence of the entity must be attached to the application
It is important to note that all pages of the application must be initialed by the President of the association and all signatures must be notarized at a Notary Office.
Next, all the required records of the association are to be duly registered. The following are the required records:
- Attendance book of the Assembly of Foundation
- Minutes of all meetings and assemblies
- Minutes of the Fiscal Board
- Minutes of the Administrative Board
- Livro Diário, Portuguese for diary book, an accountability book in which all of the entity’s operations are registered. This book is to be registered with the Federal Revenue, upon registration at the Cadastro Geral de Contribuintes do Ministério Público Federal, Portuguese for General Taxpayers Registry of the Federal Public Ministry
The final step required to formalize an association is to apply for a CNPJ number. The CNPJ the Cadastro Nacional de Pessoas Jurídicas, which is Portuguese for National Registry of Legal Entities is a registry held by the Federal Revenue where general information, especially relating to tax accountability, is stored and updated. It is thanks to the CNPJ that the association will be able to perform financial transactions, sign contracts and agreements, as well as hiring employees.
The following documents are needed in order to apply for a CNPJ:
- The Registration Form for Legal Entities, can be obtained via this link to the Federal Revenue Service. For Ceará, Espírito Santo, Maranhão, Minas Gerais, Rio de Janeiro and São Paulo, the application process must be completed online
- Board of Directors
- Basic Entry Document for CNPJ or Transmission Protocol
- Copy of Constitutive Act of the company