A guide on how to incorporate a company in Brazil. By Adler Martins, Brazilian lawyer.

1. P R A C T I C A L G U I D E
B R A Z I L
I N C O R P O R A T I N G I N B R A Z I L
H G O M E Z G R O U P . C O M

3. O V E R V I E W
Steps and Time Frames for
Incorporating a Brazilian
Company
Documents needed

4. I N C O R P O R A T I N G I N
B R A Z I L
C L I E N T S S T E P S T I M E F R A M E O U R S T E P S
Client takes our PoA (drafted by
our firm) and other documents to
the Brazilian consulate in his
country. They will then be mailed to
Brazil.
Client and law firm will find a
suitable location for the company in
Brazil
Client and law firm adjust terms of
the articles of association, including
nomination of a local director who
lives in Brazil
These procedures are
performed simultaneously
and usually take about 30
days.
Total Time: 30 Days
A copy of the documents is sent
to a sworn translator in Brazil
We will confirm if the location is
suitable.
We will start the incorporation
procedure, via the government
electronic system

5. C L I E N T S S T E P S T I M E F R A M E O U R S T E P S
Waiting
These procedures are
performed simultaneously
and usually take
about 45 days.
Total Time: 75 Days
Incorporation is completed by filing
the articles before the State
Commercial Registry. After filing,
the company must acquire a digital
signature in Brazil (from this
moment on, the brazilian company
is ready to perform business
operations).
Client and firm will endeavour to
open a bank account for the
company.
These procedures are
performed simultaneously
and usually take about 30
­ 45 days.
Total Time: 105 Days
Client and firm will endeavour to
open a bank account for the
company.

6. C L I E N T S S T E P S T I M E F R A M E O U R S T E P S
Client will send funds to Brazil
These procedures are
performed simultaneously
and usually take 5 days.
Total Time: 110 Days
We will register the investment
before the Brazilian Central Bank.
Waiting
Total time for obtaining
import export license is
about 35 days.
Total Time: 145 Days
We will provide a import and export
license (if required)
Client will provide documents
required for the visa procedure
Total time for obtaining visa
ranges from 30 ­ 60 days.
Total Time: 145 ­ 200 Days
We will invest visas of the investors ­
the visa can be requested right after
the funds are registered at the Central
Bank. (if required)

8. I N C O R P O R A T I O N
D O C U M E N T S N E E D E D
Incorporation of a company in Brazil requires registration with
several governmental authorities.
In order to avoid misunderstandings, unnecessary
disbursements and time wasting, at this stage we shall focus on
the necessary documents to register the Brazilian company.

9. L I S T O F
D O C U M E N T S
1) In case the foreign shareholders are
individuals:
(a) copy of the passport;
(b) birth certificate (must indicate name of
the father and mother);
(c) power of attorney to a Brazilian
representative (a form follows enclosed);
(d) curriculum vitae (not mandatory, but
useful);
(e) proof of residence (may be issued by
the local city hall or by the Brazilian
consulate, depending on the country);
Note: All these documents must be certified
by a notary public, and subsequently
submitted to the Brazilian consulate for its
legalization. After the documents are
certified and legalized in the country of origin
they shall be sent to us. We will have them
translated by a sworn translator in Brazil.

10. L I S T O F
D O C U M E N T S
2) In case the foreign shareholders are
companies or corporations:
(a) proof of investing company’s legal
existence in the country of origin;
In general, this document is a certificate or
declaration issued by the register of
commerce in which the company is
registered, containing the declaration that
the company is duly registered and existing
under the laws of the place of incorporation.
(b) investing company’s articles of
incorporation currently in force;
Articles of incorporation issued or stamped
by the register of commerce, along with the
declaration of the register of commerce or
the corporate secretary that this is the
version of the articles of incorporation
currently in force.

11. L I S T O F
D O C U M E N T S
(c) proof of investing company’s current
officers and directors;
This document usually is one of the following:
(i) register of officers and directors, issued or
stamped by the register of commerce; (ii)
minutes of the meeting(s) that elected the
current officers and directors, issued or
stamped by the register of commerce; (iii) a
certificate by the register of commerce
containing the list of current officers and
directors.
Plus, ID or passport of the directors or officers.

12. L I S T O F
D O C U M E N T S
(d) power­of­attorney to investing company’s
representative in Brazil;
Power­of­attorney in which the Investing
company grants to a Brazilian resident the
power (i) to be summoned in any lawsuit, action
or procedure in Brazil; (ii) to perform the
necessary registration of the foreign investment
before the Central Bank; (iii) to sign all
documents related to the acquisition of shares
and to perform the filings of such documents
before Brazilian Register of Commerce. These
are the minimum powers required by law and
needed to perform the transaction envisaged by
you. We enclose a form of powers­of­attorney.
Note: All these documents must be certified by
a notary public, and subsequently submitted to
the Brazilian consulate for its legalization. After
the documents are certified and legalized in the
country of origin they shall be sent to us. We
will have them translated by a sworn translator
in Brazil.

13. Adler Martins is a Senior Consultant with the
Harris Gomez Group. Working from Belo
Horizonte, Adler has been assisting foreign
companies with their investments in Brazil.
Specialist in advising foreign investors in Brazil
Tax advisor for the importation of software and
services to Brazil
Editor of the first Brazilian blog focusing on
international private law
Experienced in international negotiations. On
site work in China, India and United Arab
Emirates
Leader in the study of legal agreements within
the BRIC countries
Draft of International Sale Agreements, in
English and Spanish, used in the export of Iron
Ore, Sugar and Food Products
Advised Essar Steel (fourth biggest steel mill in
India) and Chinese Wu Han Iron & Steel in its
investments in Brazil

14. T H A N K Y O U
H G O M E Z G R O U P . C O M