Brazil Company Formation

If properly-structured, Brazil company formation is an excellent way to

legitimately conduct international business in Brazil and South America.
Brazil company formation is challenging because of complex and
inconsistent company formation regulations from state to state. The
following information will help you determine whether Brazil company
formation is the optimum corporate structure to fulfill your international
business objectives:
Advantages of Brazil Company Formation
1. Brazil company formation allows entrepreneurs to legally conduct business in Brazil, obtain an
import license, rent business premises, hire employees and obtain a tax number.
2. Brazil company formation allows 100% foreign ownership. A minimum of two shareholders is
required with corporate shareholders being permitted for Brazil company formation.
3. There are no minimum capital requirements with Brazil company formation.
4. Regional governments encourage Brazil company formation with incentives such as tax
exemption, access to low-interest loans or reductions in import duties for certain raw materials.
5. Healy Consultants will open corporate bank accounts to support Brazil company formation.
6. Brazil has signed double taxation treaties with several key trading partners around the world,
including Argentina, Canada, China, France, Germany, India, Italy, Japan, the Netherlands, South
Korea and Spain. To see a full list of the countries that Brazil has signed such treaties with, follow
this link.
Disadvantages of Brazil Company Formation
1. Brazil company formation is time-consuming and complex because of inefficient bureaucracy and
inconsistent regulations. According to the 2010 Doing Business Survey by the World Bank, Brazil
is the world's 129th easiest place to do business. The survey measures factors including business
start up procedures, time, cost and minimum capital required to start a business.
2. Under Brazil company formation law, a minimum of two directors is required, one of which is
required to be a Brazil resident.
3. Brazil has a corporate tax rate of 15% for annual profits up to US$110,000, and a 25% corporate
tax thereafter. Under Brazil company formation law, capital gains are taxed as profit. Brazil is
negatively ranked as the world's 113th freest economy in the Heritage Foundation’s 2010 Index of
Economic Freedom, a measure of freedom enjoyed in business, trade, monetary, financial,
investment and labour markets.
4. Brazil is a politically unstable country. Brazil is perceived poorly as the 80th least corrupt country
in the world, according to the 2009 Index of Economic Freedom by Transparency International, a
global measure of corruption amongst public officials and politicians.
 Brazil Company Registration
Brazilian company registration is time consuming and takes up to 60 days. It is
not necessary for you to visit Brazil to complete Brazil company registration
formalities, as Healy Consultants' officers will handle the process on your behalf.
Our transparent, logical procedures ensure an efficient Brazil company
registration process, typically evolving as follows:
1. Our client and Healy Consultants agree the legal, tax and accounting implications of Brazil
company registration.
2. Our client and Healy Consultants agree company name and the optimum corporate
structure, including shareholders and directors.
3. Healy Consultants prepares Brazil company registration documents for our client's
signature and return to us. Please note that incorporation documents are in Portuguese.
Translation of official documents into English is available, contact us for our fees for this
service.
4. To complete Brazil company registration, Healy Consultants liaises with the Board of
Trade (Junta Commercial).
5. Healy Consultants provides our client a complete company kit including i) original
certificate of incorporation ii) a bound copy of a Government approved Memorandum &
Articles iii) original share certificates and iv) an original Government receipt as
evidence of payment of annual license fees.

Brazil company set up is straightforward with Healy Consultants. Our transparent, logical procedures typ
ensure an efficient engagement, the procedures for which typically evolve as follows:
1. Prior to Brazil company set up, our client signs Healy Consultants engagement letter and returns the
original to our Singapore Head Office.
2. Healy Consultants Compliance Team receives the required corporate and personal due diligence
information from our client.
3. Healy Consultants provides our client with a detailed engagement plan for Brazil company set up,
outlining a roadmap for the upcoming engagement, minimising unwanted surprises and meeting clien
expectations.
4. Our client confirms the Brazil corporate structure, including shareholders and directors. Only then w
Healy Consultants proceed with company incorporation. For further information see Brazil Company
Registration procedures.
5. Prior to Brazil company set up, Healy Consultants Incorporation Team performs a company name
search with the Board of Trade ("Junta Comercial") and with the Register of Civil Companies, and if
approved we begin incorporation of your Brazil company.
6. Healy Consultants Incorporation Team emails the following corporate documents to our client for his
signature and return to us: Letter of Appointment of First Director, Consent to Act as shareholder and
Memorandum and Articles of Association.
7. Assuming our client emails the above signed documents to us in a timely manner (originals to follow
courier, Healy Consultants Incorporation Team liaises with the Brazil government to complete comp
incorporation.
8. Healy Consultants Incorporation Team registers the company with the Brazilian tax authorities at the
Ministry of Finance (Fazenda) and obtains the required licenses as stipulated by the IN 568 Regulatio
2005.
9. Healy Consultants Incorporation Team receives an email of the Certificate of Incorporation from the
Register of Civil Companies. Our team will immediately email the same to you.
10. As part of the Brazil company set up, Healy Consultants Incorporation Team files the following
documents with the Junta Comercial:
• Notification of Appointment of First Directors and Secretary;
• Letter of Appointment of First Directors;
• Consent to Act as Director;
• The address of the Brazil registered office;
• Names, addresses and nationalities of directors and shareholders
11. Healy Consultants Incorporation Team applies for the Brazil Business Registration Certificate and pa
Brazil business registration fees/ levies.
12. Healy Consultants Compliance Team prepares all post incorporation documents, including minutes o
first meeting, preparation of By Laws, assurance of initial Share Certificates.
13. Upon receipt of original client signed corporate documents, Healy Consultants couriers a company k
folder (to our client’s preferred international address) containing the following corporate documents:
• Original copy of Brazil Certificate of Incorporation;
• An original bound copy of the Memorandum and Articles of Association;
• Original share certificates;
• An original printout of the company structure from the Register of Civil Companies;
• Client feedback form.
14. To support Brazil company set up, Healy Consultants' banking team completes corporate bank acco
opening for our client, including world-class multi-currency internet banking facilities. Healy Consul
deals with recognised banks such as HSBC, Standard Chartered and Citibank to provide corporate ba
account services.
15. Healy Consultants provides our client with a local business address in Brazil for invoicing purposes,
along with telephone, email and fax support.
16. Healy Consultants assists our client with business website building, search engine advertising, as wel
stationery and logo design to support Brazil company set up.
17. To support Brazil company set up, Healy Consultants assists our client to obtain corporate finance,
finance and to open merchant accounts.
18. Healy Consultants assists our client to locate business premises in Brazil and recruit local staff.
19. Following completion of the engagement, Healy Consultants e-mails an engagement feedback survey
our client.