Does the name of the company require approval by the Registry or other authorities?
The company´s name is registered along with the incorporation documents of the Limitada. The protection of the company’s name is limited to the State where the company has its head offices. If the company intends to extend protection of its corporate name in other States of Brazil, the company shall request a specific protection for the company’s name before the Board of Trade of the other States where the company wishes to extend such protection.
A preliminary search of the website of the Board of Trade of the State of São Paulo shall be made so as to verify whether there are any identical or similar names being used by existing companies. Please bear in mind that the Board of Trade can deny registration of a company that uses an identical or similar corporate name to others already registered.
How many prospective names will you require?
Are there any restrictions or limitations on words that can be used in company names?
A Limitada may adopt a firm (name of partners) or name (fictitious name), but always accompanied at the end by the expression “Limitada” or its abbreviation (“Ltda”). The corporate name shall also indicate the purpose of the company in a summarized manner and in Portuguese.
Words in foreign language should be avoided.
Does the company need to provide a registered address?
Yes. A preliminary search regarding the address may be required by the Board of Trade.
Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)
Registered Office must be in Brazil and the incorporation documents must be registered at the Board of Trade of the State where the head offices of company is located.
If the client has no physical location incountry, can they use your address for the purposes of registration?
How many Directors are required?
Limitadas are managed by one or more administrators, who shall be Brazilian(s) or foreign individual(s) residing in Brazil (with a permanent work visa) and who need not necessarily be quotaholders.
Are any other officers required (i.e. Secretary)?
What personal details will you need for each officer?
Name, nationality, marital status, profession, identification card number, identification card number for foreigners RNE (if applicable), individual taxpayers’ registration (CPF/MF), and complete address.
Is there a requirement for any in country resident directors?
Yes. A permanent work visa is required for foreign Officers residing in Brazil.
Do you need proof of address or Identity for officers? If YES, in what format?
Proof of addresses is not required to be presented to the Board of Trade. However, certified copies of the Officer’s ID card and CPF must be filed at the local Board of Trade.
How many shareholders are required?
Limitadas shall have at least 2 quotaholders.
Are there any restrictions on who can be a shareholder?
No. Quotaholders must be at least two legal entities and/or individuals.
What information will you require about shareholder?
Individual: Name, nationality, marital status, profession, passport number or identification card number, individual taxpayers’ registration (CPF/MF), and complete address.
Legal entity: Name, place of organization, head offices address, company’s taxpayers’ registration (CNPJ/MF), and full qualification of its legal representative.
Will you require proof of address or ID from the shareholders?
Individual: Proof of addresses is not required. We need to receive certified copies of the quotaholders’ ID card (or passport, if foreigner) and CPF/MF. For individuals resident abroad, we also need to receive power of attorney granted by the foreign individual quotaholder to an individual resident in Brazil, with powers to represent him/her in his/her capacity of quotaholder of the Brazilian company.
Legal entity: Proof of addresses is not required. If quotaholder is a foreign company, we need to receive (i) a certificate of good standing and the by-laws duly apostilled; and (ii) powers of attorney granted by the foreign quota-holders to an individual resident in Brazil, with powers to represent them in their capacity of quotaholders of the Brazilian company.
Will the company need to specify a maximum number of shares that can be issued?
No. Articles of Association must state the Company’s quota capital and the number of quotas issued. Future capital increases depend on the approval of the quotaholders. The capital stock can only be increased if the initial subscribed capital of the company has been totally
Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.
Do you require any further information about the company or its officers? If YES, please specify.
A step by step description on how to set up a company in Brazil can be summarized as follows: (i) granting of the necessary powers of attorney; (ii) obtaining taxpayer’s registration number of the foreign shareholders; (iii) approval of the wording of the articles of association; (iv) filing the articles of association with the Board of Trade of the State where the company’s head offices are located; (v) upon registration of the articles of association, the company has to obtain its registrations before public authorities, the opening of the proper accounting books, etc.
How long will it take to complete incorporation?
The incorporation of a Limitada, including its registration before public authorities, the opening of the proper accounting books, as well as other actions for turning the company fully operational, may take from 30 to 60 days, counted as of the date when the quotaholders approve the final draft of the articles of association and the powers of attorney (in case of foreign quotaholders) are duly granted and legalized.
Is there any way to expedite the incorporation for an extra fee?