A. Much of
Brazil is either underdeveloped or completely devoid of development, including
modern medicine. When visiting these areas of Brazil, you may need to be
vaccinated. However, Brazil, in general, is not considered a third-world nation
and has all of the modern technology, health care and infrastructure that you
would expect in the U.S, or any European country. The cities of Rio de Janeiro,
Sao Paulo, Curitiba, Porto Alegre, and Manaus are expansive and thriving tourist
and business centers, home to some of the world's most technologically advanced
manufacturing facilities, hospitals and transit systems. Nearly all of the
cities in Brazil, (including Rio) can be visited without vaccinations. The
requirements for vaccination are for your own protection and are based on the
probability that you will contract an illness while trekking through the Amazon
or other remote locations. Brazilian food is one of the things I love most in
life and you will see it sold at small bars along the beach, at stands along
busy sidewalks, from peddlers in the middle of rush-hour traffic and in some of
the most exquisite restaurants in the world. Brazilians eat a great deal of meat
and fresh seafood and they understand the importance of proper preparation. In
addition, the public utilities, including municipal water systems are in
excellent condition in most areas. Brazilian cuisine is not overly "exotic" and
should sit well with most everyone. If you like barbeque, steak, seafood and
plenty of fresh fruit, you will LOVE Brazil's dining opportunities!
Q. What is the
economy and exchange rate like in Brazil?
A. The economy
is stable and steadily growing. Brazil is now one of the largest exporters in
the world for raw materials, such as oil, precious minerals, textiles, etc. In
addition, Brazil is in the process of acquiring "preferred trade status" with
the United States, which will not only link Brazil's economy directly with our
own, but open it's markets for a thriving trade economy. The current exchange
rate between Brazilian currency (The "Real") and our U.S. Dollar is approx. 2.2
to 1. This rate changes slightly daily, but has maintained it's value for some
time now. To see the current rate check
www.xe.com
or check at
www.bcb.gov.br.
FOREIGN CAPITAL
General considerations
Foreign capital refers to the goods,
machinery and equipment that enter Brazil and are meant for the production of
goods and services, as well as financial or monetary resources brought to Brazil
to be invested in economic activities, as long as they belong to individuals who
live abroad or to companies which have their headquarters abroad.
How to register foreign capital
The company receiving the foreign
investment must first register with the Data Processing Department of the
Central Bank of Brazil, in order to receive a password which will enable it to
electronically declare the direct foreign investments. Since September 4, 2000,
the Central Bank of Brazil has been accepting only those declarations made
through the Internet, at www.bcb.gov.br
To receive the password, it is necessary to submit the Registration Request form
duly filled in, with the notarized signatures of the company’s legal
representatives, together with the documents which attest to the powers of those
signing them (articles of incorporation, by laws, minutes of the general
shareholders meeting or meeting of quota holders conferring the signing powers
and, as the case may be, the power of attorney). Having completed the procedures
above, the person must access the
Banco Central do Brasil,
site, under the option "Sisbacen-Data Processing", item "Access
to Sisbacen via Internet"
and download, then run, the program "PASCW10
– Sisbacen via VPN".
Using it, the registration of the foreign capital can be processed. After this
operation, the person will receive a registration identification number,
equipped with which he may go to the Central Bank to complete the foreign
exchange operation.
Remittance of profits
There are no restrictions on the
distribution of profits and their subsequent remittance abroad. As of January 1,
1996 profits generated are exempt from Federal withholding taxes. Profits
remitted must be declared using the same program PASCW10, via Internet.
The person will then receive a number which is to be taken to the Central Bank.
Reinvesting profits
If the investor opts to reinvest
profits rather than sending them abroad, these may be registered as foreign
capital (as in the case of the initial investment, via Internet), thus
increasing the basis for calculation for future divisions of capital for
taxation purposes.
Repatriation
Foreign capital registered at the
Central Bank may at any time be sent back to the country of origin, no previous
authorization being necessary. Capital repatriated in an amount greater than the
amount registered will be considered to be a capital gain on the part of the
foreign investor and will be subject to withholding tax at the rate of 15%. In
the specific case of repatriation of capital, it is important to observe that
the Central Bank of Brazil usually examines the net worth of the company
involved, based on its balance sheet. If the net worth is negative, the Central
Bank of Brazil may consider that there was a dilution of the investment, thus
denying permission for repatriations in an amount proportional to the negative
results verified.
Restrictions on remittances abroad
Remittances of currency abroad may
be restricted when there is no corresponding registration at the Central Bank of
Brazil, since the remittance of profits, the repatriation of capital and the
registration of reinvestments are all based on the amounts registered as foreign
investment.
HOW TO OPEN A BUSINESS
Type of business:
Individual businessman:
One who exercises economic
activities professionally,
involving the production and circulation of goods and services. Made up of a
single individual who gives his name to the firm, being responsible for all the
company’s acts. This type of legal entity applies to industrial, commercial and
service activities; however, it may not encompass the exercise of the
intellectual, scientific, literary or artistic professions.
Simple partnership (S/S): A
Simple partnership is a form of organization utilized by those partnerships
which do not exercise business activities or whose object is the exercise of the
intellectual, scientific, literary or artistic professions, except if the
exercise of the profession does not constitute an element of the company, as
well as cooperatives. The Simple partnership has its documentation registered at
the Office of the Civil Registry of Legal Entities. In this type of partnership
the partners are jointly and severally responsible for the company’s debts,
should the company’s assets be insufficient to pay them.
Private limited company (LTDA):
This form of organization requires the formation of a company by at least two
partners. It is organized in the form of a Business Partnership, and may be
governed, additionally, by the provisions applicable to corporations, or, in the
case of omission in its bylaws, by the rules applicable to Simple Partnerships.
A private limited company may engage in commercial, industrial and service
activities and has its bylaws registered with the Board of Trade. Shares
represent the participation of each partner in the company’s capital, with the
partners’ liability limited to the value of their shares or quotas. At list one
of the partners must be resident (he/her can have as little as 1% of the shares). Corporate entities classified as
microcompanies or small companies, may choose to operate using the "SIMPLES"
system, provided they are in good standing with the Internal Revenue Service and
the Social Security Administration (INSS). The option of taxation under the "SIMPLES"
system may be made when the company is registered with the National Corporate
Taxpayer Registry or as a change of registry by handing in the Registration Form
for Corporate Entities (FCPJ) by the last business day of the month of February
of the year in course, and the taxpayer is subject to the "SIMPLES"
system as of the first day of the year in which the option is taken.
Corporation (S/A): To establish
a firm of this kind, at least two stockholders, the partners, are needed, whose
responsibility is limited to the issued cost of subscribed or acquired capital.
The capital stock of the company is divided in shares, and the firm must
necessarily aim at profits. It is always regarded as a trading company, no
matter what its objectives are. Before starting this type of company, an
economic and financial viability study must be made, in order to gain
information into the company’s proposed basic structure and the reasons that
lead to the conclusion that it can be successful. Capital may consist of cash or
assets. The company may be considered "open" or "closed", depending on whether
or not the securities it issues are traded on the Stock Exchange or on the
over-the- counter market. Open-capital public limited companies trade their
stock on the Stock Exchange and the closed-capital ones do it through financial
institutions. The open-capital company must be registered with the Securities
Commission, the federal agency in charge of regulating and auditing such firms.
Both types require registration with the local Junta Comercial (board of trade).
At list one of the partners must be resident (he/her can have as little as 1% of
the shares).
Cooperatives: Are constituted
in the form of a Simple Partnership by at least 20 members who unite,
voluntarily, through the creation of a democratic and collective partnership.
They differ from the other types of partnerships in being, at the same time, an
association of individuals and also a business, in which the members themselves
are the owners of the company. In order to request the services of a
professional belonging to a cooperative, no matter the area, the company can
make the request directly to the chosen segment.
How to register a business:
Note: 1) To certify a copy of a
document you can go in any public notary in Brazil or in a Brazilian Consulate
abroad. 2) To obtain a CPF (Like social security number) needed for any kind of
economical transation in Brasil you can apply in a Post Office, in the bank
Caixa Economica Federal or abroad, in a Brasilian Consulate, presenting a form
that you can find at
www.receita.fazenda.gov.br/Aplicacoes/ATCTA/CpfEstrangeiro/cpfingles.htm and your passport. 3) To avoid all burocracy you can do your business
registration trough a CPA, and it take 10-15 days.
-
Individual businessman
See below the documents and taxes-
together with the official entities that request them - which are required of
sole proprietors who want to start a business. The total cost of the taxes can
be obtained directly from the entities that charge them. Most of the required
forms to be filled out (including fiscal books) can be bought in stationery
shops. Some of the required procedures for opening a business can be found on
the Internet. On the site of the Receita Federal (the federal
tax-collecting agency) they can download the Programa CNPJ, a program
which allows them to fill out several forms electronically.
Step 1
Entity in charge:
Junta Comercial (Board of Trade)
Required documentation and
procedures:
- request business-name search by
means of the form Pedido de Busca (search request);
- fill out 4 copies of the
Formulário de Firma Individual (Sole Proprietorship form);
- fill out the Requerimento
Padrão da Junta (a standard form required by the board of trade), which is
specific for individual businessman (blue cover), and the protocolo (a
registration document);
- fill out the form Comunicação
de Enquadramento como Microempresa (a formal notification that the company
is categorized as a micro business) or the form Empresa de Pequeno Porte
(small business), submitted in 3 copies (depending on the categorization of the
business under the one type or the other);
- fill out 3 copies of the Ficha
de Cadastro Modelo 1 (a registry filing card);
- two certified copies of the
proprietor ’s CPF and RG (personal identity documents);
- proof of address (IPTU of
business headquarters - both sides);
- proof of payment of taxes (GARE,
code 370-0 and DARF, code 6621 - the amount to be paid can be ascertained from
the Junta Comercial).
Step 2
Entity in charge:
Receita Federal (Federal
Revenue Service)
Required documentation and
procedures:
- fill out 2 copies of the DBE (Basic
Entry Document) to request registration in the CNPJ (National Registry of Legal
Entities), signed by the legal representative of the business (signature must be
certified by a public notary).
The document is issued automatically by the Programa CNPJ of the Federal Revenue
Service;
- fill out the FCPJ (registry file
card for legal entities) and the FC (complementary file card for legal entities)
on a diskette of the
Programa CNPJ,
a program provided by the Revenue Service;
- In the case of proxy-signed DBEs,
enclose copy of proxy document, either certified by a notary public or together
with the original. In this case, the FCPJ should be filled out with the legal
proprietor’s CPF;
- the original or certified copy of
the incorporative/deliberative act of the enterprise, duly registered with the
proper office, must be presented;
- a certified copy of the partners’
CPF and RG;
- a certified copy of the partners’
proof of residence;
- a certified copy of the IPTU of
the firm’s headquarters;
- proof that all partners have
filed their income tax declarations with the Revenue Service and proof that they
have done so in the last five years. In case they are exempt, they should submit
a Declaration of Exemption, with their signatures certified by a notary public;
- pay tax at a bank, using the DARF
form, code 6621.
Step 3
Entity in charge:
Secretaria da Fazenda (Treasury
Office)
Required documentation and
procedures:
- fill out 5 copies of the
Declaração Cadastral - DECA (registry declaration);
- fill out the
Declaração para Codificação de
Atividade Econômica - DECAE (declaration for the codification of the
business);
- fill out the codification sheet
that comes with the DECAE;
- bring a certified copy of
proprietor’s CIC and RG;
- bring all documentation which has
been registered with the Junta
Comercial (official board of trade);
- bring Fiscal Books Model 1 (Industry)
and Model 1A (Commerce);
- bring a certified copy of the
firm’s IPTU (current year), both sides;
- bring a certified copy of the
lease/rental contract - which should have been registered in a notary public
office - or proof of property ownership;
- firm owner’s proof of residence
(original document);
- proof of payment of the
registration fee by way of the GARE-DR, code 67-
3. Amount due can be ascertained at
the Secretary’s Office.
Step 4
Entity in charge:
City Administration Office
Required documentation and
procedures:
- fill out 2 copies of the Guia
de Dados Cadastrais (registry-data guide) in order to obtain the CCM (taxpayers
register);
- original and copy of the CNPJ;
- original and copy of the
registered Company Charter;
- a certified copy of the
proprietor’s CPF and RG;
- a certified copy of the firm’s
IPTU (current year), both sides;
- a certified copy of the lease/rental
contract, which should have been registered with a public notary;
- Fiscal Books, Models 51 and 57;
- fill out the
Declaração de Microempresa (a
declaration that the firm fits into the micro-business category), if such is the
case;
- when the CCM is granted, the City
will issue a guide for payment of the location, installation and operation tax (TLIF);
when the documentation above has been secured, the firm should apply for the "Alvará
de Funcionamento" (permit to start the business activity) at the proper City
Administration Office.
Simple partnership (S/S)
See below the documents and taxes -
together with the respective entities that request them - that are required for
opening a Simple Partnership. The tax amount to be paid can be obtained by
inquiring at the proper entity office. Most of the required forms (including
fiscal books) can be bought at stationery shops. Some of the required procedures
for opening a business can be found on the Internet. On the site of the
Receita Federal
www.receita.fazenda.gov.br (the federal tax-collecting agency) they
can download the
Programa CNPJ, a program which
allows them to fill out several forms electronically.
Step 1
Entity in charge:
Cartório de Registro Civil de
Pessoa Jurídica (Notary office for the registry of legal entities)
Required documentation and
procedures:
- choose a name for the firm and
request name search. This procedure requires payment of a tax;
- secure 4 copies of the Company
Charter, with all pages initialed by the partners and witnesses, with signatures
certified by a notary public;
- if the activity of the business
requires the presence of a skilled professional (a lawyer, for example) the
contract must be registered with the "Conselho
Regional da Categoria"
(the regional council of the profession in question,
such as the OAB -Brazilian Lawyers
Organization - in the case of lawyers) before they are registered with notary
office for legal entities;
- bring along certified copies of
the CPF and RG of the partners;
- bring certified copy of partners’
proof or residence;
- pay tax charged by the notary
public office for going public.
Step 2
Entity in charge:
Receita Federal
(Federal
Revenue Service)
Required documentation and
procedures:
- fill out two copies of the DBE (Basic
Entry Document) to request registration with the CNPJ (National Registry for
Legal Entities), which must be signed by the legal representative of the
enterprise and certified by a notary public. The document is issued
automatically by the Programa CNPJ of the Federal
Revenue Service;
- fill out the FCPJ (registry file
card for legal entities), the QSA (a document listing the names of partners or
administrators) in case the firm is a partnership, and the FCPJ (registry file
card for legal entities) on a diskette of the
Programa CNPJ of the Federal
Revenue Service; provided by the Federal Revenue Service;
- in the case of proxy-signed DBEs,
enclose a copy of the proxy document, either certified by a notary public or
together with the original. In this case, the FCPJ must be filled out with the
CPF of the person responsible for the firm;
- partners of foreign nationality
or living abroad must present a certified copy or a copy and the original of the
proxy document giving power of attorney to those who will represent them in
Brazil. When such a document is issued abroad, the local Brazilian consulate
must certify the legal domicile of the grantor, and the document must be
translated by an official translator;
- bring the original or certified
copy of the incorporative/deliberative act of the enterprise, duly registered
with the proper office;
- bring a certified copy of the CPF
and RG of partners;
- bring a certified copy of the
partners’ proof of residence;
- bring a certified copy of the
IPTU of the company’s headquarters;
- bring proof that all partners
have filed their income-tax declarations with the Revenue Service and proof that
they have done so in the last five years. If they are exempt, they must submit a
Declaration of Exemption, with their signatures certified by notary public;
- pay tax at bank, using the DARF
form, code 6621.
Step 3
Entity in charge:
City Administration
Required documentation and
procedures:
- fill out 2 copies of the Guia
de Dados Cadastrais (registry-data form), in order to obtain the CCM (taxpayers
register);
- bring original and copy of the
CNPJ; bring original and copy of the registered Company Charter;
- bring certified copy of the
partners’ CPF and RG;
- bring certified copy of the firm’s
IPTU (tax base year), both sides;
- bring certified copy of firm’s
headquarters’ lease/rental contract, certified by a public notary;
- bring Fiscal Books, Model 51 and
57;
- when the CCM is granted, the City
will issue a guide for payment of the installation, operation and location tax (TLIF);
- when the documentation above has
been secured, the firm should apply for the "Alvará
de Funcionamento" (permit to start operating) at the proper City
Administration office.
Private limited company (LTDA)
See, below, the documents and taxes
- together with the respective entities that request them - that are required
for opening a Private Limited Company. The tax amount can be obtained by
inquiring at the proper entity office. Most of the required forms (including
fiscal books) can be bought at stationery shops. Some of the required procedures
may be completed through the Internet. On the site of the Receita Federal
www.receita.fazenda.gov.br (the
federal tax-collecting agency) they can download the
Programa CNPJ, a program
which allows them to fill out several forms electronically.
Step 1
Entity in charge:
Junta Comercial (Board of Trade)
Required documentation and
procedures:
- request business-name search by
means of the form Pedido de Busca (search request). This procedure
requires payment of a tax;
- 3 copies of the Company Charter,
with all pages initialed by the partners and witnesses plus the signature of a
lawyer;
- fill out 2 copies of the
Ficha de Cadastro Modelo 1 (registry
file card, Model 1), with data on the proposed enterprise;
- fill out 2 copies of the
Ficha de Cadastro Modelo 2 (registry
file card, Model 2) for each stockholder, manager, delegate and/or proxy;
- fill out the
Requerimento Padrão da Junta
(the brown-backed standard form required by the board of trade) plus the protocolo (registration
document);
- fill out 3 copies of the form
Comunicação de Enquadramento como
Microempresa (a document that states the firm fits the micro-business
category) or
Empresa de Pequeno Porte
(small business), whichever type
fits the firm’s category;
- bring along certified copies of
the CPF and RG of the partners and of all other persons who filled out the
Registry File Card, Model 2;
- bring certified copy of partners’
proof or residence;
- bring certified copy of the IPTU
of the company’s headquarters;
- pay tax at the bank by means of
the GARE, code 370-0 and of the DARF, code 6621. To find out amount to be paid,
contact the Junta Comercial (Board of Trade).
Step 2
Entity in charge:
Receita Federal (Federal
Revenue Service)
Required documentation and
procedures:
- fill out 2 copies of the DBE (Basic
Entry Document) to request registration with the CNPJ (National Registry for
Legal Entities), which must be signed by the legal representative of the
enterprise and certified by a notary public. The document is issued
automatically by the Programa CNPJ of the Federal Revenue Service;
- fill out FCPJ (registry file card
for legal entities), the QSA (a document listing the names of partners or
administrators) and the FCPJ (registry file card for legal entities) on a
diskette of the Programa CNPJ provided by the Federal Revenue Service;
- in the case of proxy-signed DBEs,
enclose a copy of the proxy document, either certified by a notary public or
together with the original. In this case, the FCPJ must be filled out with the
CPF of the person responsible for the firm;
- partners of foreign nationality
or living abroad must present a certified copy or a copy and the original of the
proxy document giving power of attorney to those who will represent them in
Brazil. When such a document is issued abroad, the local Brazilian consulate
must certify the legal domicile of the grantor, and the document must be
translated by an official translator;
- bring the original or certified
copy of the incorporative/deliberative act of the enterprise, duly registered
with the proper office;
- bring a certified copy of the CPF
and RG of the partners;
- bring a certified copy of the
partners’ proof of residence;
- bring a certified copy of the
IPTU of the company’s headquarters;
- bring proof that all partners
have filed their income-tax declarations with the Revenue Service and proof that
they have done so in the last five years. If they are exempt, they must submit a
Declaration of Exemption, with their signatures certified by notary public;
- pay tax at a bank, using the DARF
form, code 6621.
Step 3
Entity in charge:
Secretaria da Fazenda (Treasury
Office)
Required documentation and
procedures:
- fill out 5 copies of the
Declaração Cadastral - DECA (registry declaration);
- fill out the Declaração para
Codificação de Atividade
Econômica - DECAE (declaration for the codification of the type of business);
- fill out the codification sheet
that comes with the DECAE;
- bring Fiscal Book, Model 6;
- bring Company Charter duly
registered with the
Junta Comercial (Board of
Trade), both the original document and a certified copy;
- bring the CNPJ (legal-entity
registry document), both the original and a copy;
- bring a certified copy of the RG
and CPF of the partners;
- bring a certified copy of the
partners’ proof of residence;
- bring a certified copy of the
IPTU of firm’s headquarters or the lease/rental contract certified by a notary
public;
- secure an "Alvará
da Vigilância Sanitária" (permit given out by the publichealth department),
when the business activity involves retail of food products;
- secure a permission from Cetesb (Environmental-Sanitation
Technology Company), in the case of an industry;
- pay tax at a bank, using the
GARE-DR form, code 167-3.
Step 4
Entity in charge:
City Administration
Required documentation and
procedures:
- fill out 2 copies of the Guia
de Dados Cadastrais (registry-data form), in order to obtain the CCM (taxpayers
register);
- bring original and copy of the
CNPJ;
- bring original and copy of the
registered Company Charter;
- bring certified copy of the
partners’ CPF and RG;
- bring certified copy of the firm’s
IPTU (tax base year), both sides;
- bring certified copy of firm’s
headquarters’ lease/rental contract, certified by a notary public;
- bring Fiscal Books, Model 51 and
57;
- when the CCM is granted, the City
will issue a guide for payment of the installation, operation and location tax (TLIF);
- when the documentation above has
been secured, the firm should apply for the "Alvará
de Funcionamento" (permit to start operating) at the proper City
Administration office.
Corporation (S/A)
See, below, the documents and taxes
- together with the respective entities that request them - that are required
for opening a Corporation. The tax amount can be obtained by inquiring at the
proper entity office. Most of the required forms (including fiscal books) can be
bought at stationery shops. Some of the required procedures may be completed
through the Internet. On the site of the Receita Federal
www.receita.fazenda.gov.br (the
federal tax-collecting agency) they can download the Programa CNPJ, a program
which allows them to fill out several forms electronically.
Step 1
Entity in charge:
Junta Comercial (Board of Trade)
Required documentation and
procedures:
- request business-name search by
means of the form Pedido de Busca (search request). This procedure
requires payment of a tax.
- 3 copies of the Constitution
Writing, with all pages initialed by the partners and witnesses plus the
signature of a lawyer and the Statute of the Public Limited Company;
- fill out 2 copies of the
Ficha de Cadastro Modelo 1 (registry
file card, Model
1), with data on the proposed
enterprise;
- fill out 2 copies of the
Ficha de Cadastro Modelo 2 (registry
file card, Model 2) for each stockholder, manager, delegate and/or proxy; fill
out the Requerimento Padrão da Junta
(the brown-backed standard form required by the board of trade) plus the
protocolo (registration document);
- fill out 3 copies of the form
Comunicação de Enquadramento como
Microempresa (a document that states the firm fits the micro-business
category) or
Empresa de Pequeno Porte
(small business), whichever type
fits the firm’s category;
- bring along certified copies of
the CPF and RG of the partners and of all other persons who filled out the
Registry File Card, Model 2;
- bring certified copy of partners’
proof or residence;
- bring certified copy of the IPTU
of the company’s headquarters;
- pay tax at the bank by means of
the GARE, code 370-0 and of the DARF, code 6621. To find out amount to be paid,
contact the Junta Comercial (Board of Trade);
Step 2
Entity in charge:
Receita Federal (Federal
Revenue Service)
Required documentation and
procedures:
- fill out 2 copies of the DBE (Basic
Entry Document) to request registration with the CNPJ (National Registry for
Legal Entities), which must be signed by the legal representative of the
enterprise and certified by a notary public. The document is issued
automatically by the Programa CNPJ of the Federal Revenue Service;
- fill out FCPJ (registry file card
for legal entities), the QSA (a document listing the names of partners or
administrators) and the FCPJ (registry file card for legal entities) on a
diskette of the
Programa CNPJ provided by the
Federal Revenue Service;
- in the case of proxy-signed DBEs,
enclose a copy of the proxy document, either certified by a notary public or
together with the original. In this case, the FCPJ must be filled out with the
CPF of the person responsible for the firm;
- in the case of QSA, it must be
listed the biggest shareholders with the right of vote, limited to 12 and also
all the directors and administrators;
- partners of foreign nationality
or living abroad must present a certified copy or a copy and the original of the
proxy document giving power of attorney to those who will represent them in
Brazil. When such a document is issued abroad, the local Brazilian consulate
must certify the legal domicile of the grantor, and the document must be
translated by an official translator;
- bring the original or certified
copy of the incorporative/deliberative act of the enterprise, duly registered
with the proper office;
- bring a certified copy of the CPF
and RG of the partners;
- bring a certified copy of the
partners’ proof of residence;
- bring a certified copy of the
IPTU of the company’s headquarters;
- bring proof that all partners
have filed their income-tax declarations with the Revenue Service and proof that
they have done so in the last five years. If they are exempt, they must submit a
Declaration of Exemption, with their signatures certified by
public notary;
- pay tax at a bank, using the DARF
form, code 6621.
Step 3
Entity in charge:
Secretaria da Fazenda (Treasury
Office)
Required documentation and
procedures:
- fill out 5 copies of the
Declaração Cadastral - DECA (registry declaration);
- fill out the
Declaração para Codificação de
Atividade Econômica - DECAE (declaration for the codification of the type of
business);
- fill out the codification sheet
that comes with the DECAE;
- bring Fiscal Book, Model 6;
- bring Company Charter duly
registered with the
Junta Comercial (Board of
Trade), both the original document and a certified copy;
- bring the CNPJ (legal-entity
registry document), both the original and a copy;
- bring a certified copy of the RG
and CPF of the partners;
- bring a certified copy of the
partners’ proof of residence;
- bring a certified copy of the
IPTU of firm’s headquarters or the lease/rental contract certified by a notary
public;
- secure an "Alvará
da Vigilância Sanitária" (permit given out by the publichealth department),
when the business activity involves retail of food products;
- secure a permission from Cetesb (Environmental-Sanitation
Technology Company), in the case of an industry;
- pay tax at a bank, using the
GARE-DR form, code 167-3.
Step 4
Entity in charge:
City Administration
Required documentation and
procedures:
- fill out 2 copies of the Guia
de Dados Cadastrais (registry-data form), in order to obtain the CCM (taxpayers
register);
- bring original and copy of the
CNPJ;
- bring original and copy of the
registered Company Charter;
- bring certified copy of the
partners’ CPF and RG;
- bring certified copy of the firm’s
IPTU (tax base year), both sides;
- bring certified copy of firm’s
headquarters’ lease/rental contract, certifiedby a
public notary;
- bring Fiscal Books, Model 51 and
57;
- when the CCM is granted, the City
will issue a guide for payment of the installation, operation and location tax (TLIF);
- when the documentation above has
been secured, the firm should apply for the "Alvará
de Funcionamento" (permit to start operating) at the proper City
Administration office.
Cooperatives
Below are the documents and fees –
with the respective agencies that require them - that are necessary for the
opening of a Cooperative. The costs of such fees for services should be required
with the agencies that are responsible for them. Most of the necessary forms (including
fiscal books) can be bought in newsstands. Some of the procedures for the
opening of a company are available on the Internet. On the site of the
Receita Federal www.receita.fazenda.gov.br (the federal tax-collecting agency) they can download the
Programa CNPJ, a program
which allows them to fill out several forms electronically.
Step 1
Office in Charge:
Junta Comercial (Board of Trade)
Necessary documents and procedures:
- request search of the company
name through the Request for Search form,
- fill in the Brown Cover Form;
- take 3 copies of the articles of
association;
- fill in the Ficha de Cadastro
Modelo 1 – two copies- with information on the cooperative being constituted;
- fill in Ficha de
Cadastro Modelo 2 – two
copies- for each member of the administrative council and/or board;
- take a notorized copy of the
identity card of each member of the administrative council and/or board;
- take a declaration confirming no
criminal record, if that is not in the body of the minute, for each member of
the administrative council and/or board;
- pay the fees in a bank (GARE code
370-0 and DARF code 6621 – request the costs of such fees at Board of Trade).
Step 2
Office in Charge:
Receita Federal (Federal
Revenue Service)
Necessary documents and procedures:
- fill in the Basic Document of
Entry (DBE) to request the register in the National Registry of Legal Entity (CNPJ),
two copies, with a notorized signature of the Legal Representative of the
company (the document is automatically issued by the Programa CNPJ from
the Federal Revenue Service);
- fill in the Cadastral Card of
Legal Entity (FCPJ) and the Complementary Card of Legal Entity (FC), in a floppy
disk, through the Programa CNPJ provided by the Federal Revenue Service;
- if the DBE is signed by a proxy,
enclose a notarized copy of the power of attorney or a copy together with the
original document. In this case, the FCPJ must be filled in with the CPF
(individual tax payer identity card) of the one in charge;
- take the original document or a
notarized copy of the constitutive/deliberative act of the company, duly
registered with the pertinent agency;
- take the minute of the general
assembly of the founder members or the public deed, registered at the Board of
Trade;
- take the statute, except if it
has been transcribed in the minute or public deed, registered at the Board of
Trade.
Step 3
Office in Charge:
Organization of the Cooperatives of
the State
Necessary documents and procedures:
- fill in and take the Petition,
Registration Card and Nominative List.
How to avoid problems when choosing
the business location
- Check legality of chosen site
with the Realty Register Office;
- check whether there are any city
property-tax payments overdue;
- if renting the property, secure a
rental contract and have it registered with the Civil Registry Office for Legal
Entities;
- check with the pertinent city
administration office whether the chosen site is sanctioned for the kind of
business that is planned for it;
- in the case of businesses located
in a partner’s own place of residence, note that specific legislation on such
cases rules that: 1) the area occupied by the business should be independent and
separated from the area used as residence (annex building, garage, etc.); 2) a
written statement must be submitted to the City avouching that there is no
physical link between the business area and the area used as residence; 3) a
drawing or plan showing the business and residential areas of the place must
also be submitte.
How to obtain the business permit
According to the pertinent
legislation, no single piece of property may be occupied or used for the
installation and operation of any industrial, commercial
or service activity without a
permit given out by the city. To secure the permit, the following documents must
be presented:
- a declaration stating that the
property is in accordance with the regularity document submitted, and that it is
in adequate sanitary and habitable condition;
- IPTU (property-tax document).
Property must be sanctioned for commercial use;
- a copy of the CCM (a register of
city-tax payers);
- proof of payment of the Location,
Installation and Operation Tax (TLIF);
- the legal permit to move into the
property ("habite-se");
- the following may also be
eventually required: approval from the Sanitation Engineering Department,
Operation Permit from Cetesb, an up-to-date inspection document from the Fire
Brigade, security-check documents, permit to install tanks and pumps and
personal identity documents (RG and CPF) of all the partners of the business.
LABOR LEGISLATION
Types of contracts:
Temporary contracts
Temporary work is that rendered by
an individual to a company to meet the transitory needs of substitution of
regular and permanent personnel or due to
an extraordinary increase in
workload or due to check the expertise of the employee. The time period is
determined by the employer and may only be extended once, for a period of time
inferior or equal to the previous one.
Rights of the temporary employee
The following rights are guaranteed
to the temporary employee:
- remuneration equivalent to that
received by other employees in the same category at the employing company, on an
hourly basis, the minimum regional
wage being guaranteed in any case
(R$ 300,00, which will remain in effect for a period of one year);
- a working day of 8 hours with no
more than two hours overtime, to be paid with an additional 20% (twenty per cent)
added to the hourly rate;
- proportional vacation time;
- paid weekly rest days;
- extra pay for night shift;
- severance indemnity for dismissal
without good cause or at the end of the term of the contract, corresponding to
1/12 (one twelfth) of the wages received;
- social security protection as
provided for in the organic law governing Social Security;
- registration of the work contract
as a temporary employee in the employee’s employment booklet (CTPS).
Fixed term contracts
It is a contract which has
predetermined starting and ending dates and may last for a maximum of two years.
After the end of a fixed term contract, the company must wait 6 months between
the end of such a contract and the beginning of a new fixed term contract with
the same employee; otherwise,the contract shall be interpreted as an indefinite
term contract.
Rights of the employee under a
fixed term contract
- Provisional Measure, which will
remain in effect for aperiod of one year);
- the employee is entitled to a
13th salary at a rate equivalent to 1/12 of his monthly salary per month worked;
- the right to vacation is the same
as for an indefinite term contract. As these are normally short or medium-term
contracts, at termination the employee receives his vacation proportionally,
plus one third;
- provisional stability is ensured
to the pregnant employee, the shop steward, as well as his deputy, to employees
who participate on the Board of the Internal Committee for the Prevention of
Accidents - CIPA and to employees who have suffered work-related accidents, when
any of these instances occur. Such stability is terminated at the end of the
contract term;
- the period of work under a fixed
term contract is taken into account for retirement purposes, as provided for in
the new labor law. Other social security rights are also guaranteed;
- the Government Severance
Indemnity Fund for Employees - FGTS is deposited monthly at a rate of 8%.
Indefinite term contracts
This type of contract is the one
normally used for hiring employees. It is also used when one fixed term contract
is signed followed by another one without the required six-month interval.
Rights of the employee under an
indefinite term contract
- Minimum wage;
- work week of up to 44 hours;
- salary many not suffer reduction;
- unemployment insurance;
- 13th salary;
- profit sharing;
- paid overtime;
- annual vacation;
- maternity leave;
- paternity leave;
- prior notice for termination;
- retirement;
- labor accident insurance;
- Government Severance Indemnity
Fund for Employees (FGTS);
- provisional stability for the
Board members of Committees for the Prevention of Accidents, employees who have
suffered work-related accidents and for pregnant employees.
Note: A good contract with the
employees can avoide a lot of troubles when you want to fire him/her. Different
contract are available for house keepers. Consult a lawyer or CPA for more info.
"Bank of hours"
The "bank of hours" is a more
flexible system of compensation for overtime work hours, but which demands
authorization through collective bargaining agreements, enabling the company to
adjust employee working hours to its production needs and service demands, and
it encompasses all types of contracts. It may be used, for instance, at slow
times so that the company can reduce the normal work day during a certain period
of time without reducing salaries and a "credit balance of hours" remains set
aside to be used when production improves or activities pick up, provided this
occurs within a period of 120 days, except as otherwise negotiated (in the
collective bargaining agreement). If the system starts being used during a
period of high productivity in the company, the working day is extended (by a
maximum of two hours a day) during such period. In this case, overtime will not
be paid, but rather offset by a corresponding number of days off. Or, the
working day may be reduced until the balance of extra hours is entirely offset.
The system may vary depending on the terms of the collective bargaining
agreement, but the limit shall always be 10 working hours daily, and in any 120-day
period, the sum of the weekly hours may not exceeded the maximum allowed by law.
For each 120-day period, the compensation system is restarted, with the
formation of a new "bank of hours". In addition, the offsetting of the overtime
worked must occur during the term of the contract, i.e. in the event of
termination of the contract (whatever the type), without the overtime worked
having been offset, the employee is entitled to the payment of such hours, plus
the additional amount specified in the collective bargaining agreement for
overtime, which in no case may be less than 50% of the normal hourly rate.
Labor and Social Security Charges
INSS (National Institute for Social
Security)
Employer: Variable rate, with a
maximum of 28,8% of total payroll. Companies operating under the SIMPLES.
Employees: (Rules for all the
companies)
Discount of:
- 7,65% for salaries of up to R$
468,47
- 8,65% for salaries of up to R$
468,48 untill R$ 600,00
- 9,00% for salaries of up to R$
600,01 untill R$ 780,78
- 11,0% for salaries of up to R$
780,79
Government Severance Indemnity Fund
for Employees (FGTS)
Rate of 8% of the monthly
remuneration paid to each employee.
Employee’s Profit Participation
Program (PIS)
Rate of 0,65% on gross revenues.
Companies which have opted for the SIMPLES system are not subject to the
charge.
Union Contribution
Deducted from employees: one day’s
wages annually. Trade Association: see rate in progressive table at the
respective union headquarters.
Prior Notice
Amount corresponding to one month’s
wages.
Vacation Due
Salary for the month in which the
employee takes his vacation, to be paid in
advance, plus 1/3 (one third) bonus.
Proportional Vacation Time
1/12 of the employee’s monthly
salary for each month worked or fraction thereof greater than 15 days, to be
calculated as of the day of admission to the completion of one year, and thus
successively.
13th Salary
Amount corresponding to one month’s
wages, 50% of which is to be paid by November 20 of each year, the remaining 50%
to be paid by December 20 of the same year.
Proportional 13th Salary
1/12 of the employee’s salary for
each month worked or fraction thereof greater than 15 days, to be calculated as
of January 1 of the corresponding year to December 31 of the same year.
Foreign Labor
Foreigners who must reside in
Brazil for work purposes require an authorization which must be granted by the
Ministry of Labor and which is required by Brazilian consular authorities in
accordance with the legislation in force.
VISAS/RESIDENCY
