A significant business destination like Brazil
is in the attention of foreign investors for many years. With an economy that continues to grow, Brazil
is attractive in a large palette of industries where big corporations from abroad are booming on a yearly basis. Even if the legislation related to foreign investments in Brazil
is permissive in most of the sectors, it is always a good idea to start your business with legal assistance and guidance offered by our team of lawyers in Brazil
What types of businesses can I open in Brazil?
Limited liability companies (Sociedade Limitada – Ltda.) and joint stock companies ( Sociedade Anonima – S.A.) are two of the preferred business entities in Brazil
by foreigners willing to set up their operations in this country. The registration formalities are simple, and the entire incorporation process can be supervised by our team of attorneys in Brazil
. As foreign investors, our team can also help you to immigrate to Brazil
Working with a team of lawyers specializing in company incorporation allows investors to benefit from complete assistance, during all of the company formation phases. We can help you with the following:
Choosing the business structure: investors may opt to incorporate a corporation, as well as a partnership or a sole trader; these business forms have different characteristics and our lawyers can help investors choose the suitable one based on size, capital or number of partners;
Registering the business: our team provides complete assistance during the registration phase, during which the founders of the company submit the needed documents to the Brazilian trade register;
Obtaining permits and licenses: the new company may require one or more special permits or licenses, depending on the industry in which it activates; discussing the related laws and regulations with our lawyers, and relying in our assistance during the permit application process, is useful for many foreign investors;
Hiring employees: once the business is set up, the following step will be the one to hire employees; our team of attorneys specializing in the Brazilian employment law can help you draft the employment agreement as well as handle any dispute that may arise in relation to an existing employee.
Opening a Ltda., helped by our lawyer in Brazil
The limited liability company in Brazil can be incorporated by at least two partners and in compliance with the following rules, as stipulated by the Brazilian Commercial Code:
a name verification is suggested before any other step in company registration;
the Contrato Social or the Articles of Association must be drafted and submitted to the National Registry of Legal Entities in Brazil;
a bank account must be opened and attached to the company’s future financial activities;
business licenses and permits need to be acquired before the company is open for business;
the tax registration is the next step before commencing the activities in Brazil.
We provide assistance during all of these steps. You can also reach out to us if the company registration process has begun and you are in need of professional legal services. Our team of lawyers can also assist those foreign investors who cannot be present in the country during the entire registration process. Through a power of attorney we are able to represent the foreign investor who wishes to open a company by handling part of the procedures in his name. The power of attorney will clearly indicate the powers of the appointed individual and the limitations of his powers so that you can control the appointed party’s level of involvement.
Legal support for company litigation
If your business deals with lawsuits in Brazil
, it is recommended to ask for advice from our attorneys in Brazil
. We have the necessary experience to handle these situations from a legal point of view and we can help business persons continue the activities with respect to the applicable bylaws.
Debt collection in Brazil
Foreign investors or companies from abroad that need legal assistance for money recovering can talk to one of our specialists. Debt collection in Brazil is made in compliance with the regulations of this country. One can choose the amicable procedures or can consider dealing with the courts of law in Brazil.
Licenses and permits in Brazil
Most of the activities in Brazil require special licenses and permits which are issued by the specific authorities through the local offices. We can manage the application for obtaining the needed licenses and we can explain the legal terms involved in such procedure.
Tax advice in Brazil
Knowing the tax legislation and the structure that runs in Brazil will help foreign investors control better their companies and businesses in this state. Tax advice and tax compliance are at your disposal with the help of our attorneys in Brazil.
We offer complete guidance for companies looking for specialized legal counsel concerning tax matters, double taxation avoidance, tax minimization and tax reporting and compliance. Resident companies in Brazil are subject to taxation on their worldwide income while nonresident companies (a foreign company doing business in Brazil) is subject to the same taxation measures as subsidiaries.
The following are the main taxes that apply to companies in Brazil:
Corporate income tax: 15% (the standard tax) and 34% the tax with the included surtax;
Withholding tax on dividends: 0% for resident and nonresident companies and individuals;
Withholding tax on interest: 15-22.5% for resident companies and individuals and 15% or 25% for nonresident companies and individuals;
State VAT: the ICMS has values between 4% and 25%;
Municipal tax: the ISS is levied on the supply and import of services, imposed on a municipal level, and has rates between 2% and 5%;
Federal excise tax: the IPI depends on the type of product that is manufactured and the import of goods into the country (exports are exempt from this tax) and has an average rate of 20%;
Social security contributions: the employer in Brazil contributes 8% of the wages of each employees’ deferred salary account (this payment is made to the severance fund) and 20% of the employees’ salary to the public pension system, the National Institute for Social Security
Other taxes for companies in Brazil include the federal social contribution (according to the social integration program and the tax for social security) financing, the transfer tax and the real property tax. There is no stamp duty in Brazil, nor a payroll tax or a capital duty tax.
The tax year in Brazil is the calendar year and each business file the annual income tax return for the previous year on the final business day of July. Small companies may be subject to a simplified corporate tax regime (that allows for quarterly income tax remittance, according to gross revenue).
Our team of tax attorneys in Brazil can provide you with additional details about the taxation system. Understanding the direct and indirect taxes that apply to companies, as well as individuals for those foreign investors who wish to derive income from Brazil, is mandatory for ensuring that the company/individual complies with the rules in force and avoids any penalties that may be imposed for noncompliance.
Company liquidation in Brazil
Our advisor can handle the closing procedure of your company in Brazil if the firm can no longer activate on the market due to bankruptcy or any related reasons. Company liquidation in Brazil respects several conditions stated by the Companies Act, therefore, legal advice can be provided.
Our team also offer legal services in other areas of law including but not limited to real estate (property sale/purchase), contract law and disputes, the enforcement of international judgments in Brazil, as well as other services for businesses. A division of our team is able to assist individual clients who are interested in legal advice and representation in matters concerning divorce, family law, estate and inheritance and others.