The Brazilian Civil Code (Law no 10,406) governs the business entities like Corporations and Limited Liability Companies.

In order to set up an entity in Brazil, the following steps are to be followed:

  1. The first step is to select the name of the company. It should not be identical with the existing names and trademarks of Brazil. The name must be unique and One citizen of Brazil is required to be a partner.
  2. Then, afterwards, one needs to prepare the bylaws of the company in addition to other documents popularly known as CNPJ ( Cadastro Nacional da Pessoa Juridica).
  3. The bylaws of the company should contain:
  • Objective of the company
  • Interest of the parties
  • Demonstration of the corporate rules
  • Sign of the attorney

The Fourth step is to procure a CNPJ, which is a document that is mainly used for tax purposes. In addition to this, CNPJ serves as the registration number of the company, which is particularly important for business transactions.

After the CNPJ has been created, the application from the municipal authorities is mandatory for businesses to operate. For that purpose, the following documents are necessary:

  • Municipal authorities form
  •  A Copy of the bylaws
  • Copy of the CNPJ card

The next important step is to register the company through the State Department of Finance for the purpose of trade and interstate transport services. It is essential to procure registration in the ICMS.

  • The documents that are essential for the State Tax Authority are:
  • Copies of unified registration (3) and additional registration document (1)
  • Proof of partner and his address.
  • Copy of bylaws.
  • Copy of permit
  • Certified copy of the deed of the property
  • Copy of CNPJ

The company will be officially created after applying to the tax apparatus with the help of municipal authorities.

Written by: Divyansh, Amity Law School, Pune, India

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