Brazil

Starting a Business in

Brazil

Below is a detailed summary of the bureaucratic and legal hurdles faced by entrepreneurs wishing to incorporate and register a new firm in Brazil. It examines the procedures, time and cost involved in launching a commercial or industrial firm with up to 50 employees and start-up capital of 10 times the economy's per-capita gross national income.

This information was collected as part of the Doing Business project, which measures and compares regulations relevant to the life cycle of a small- to medium-sized domestic business in 189 economies. The most recent round of data collection was completed in June 2013.

Compare Brazil to 188 other economies.

  • Standardized Company

  • Legal Form: Sociedade Limitada
  • Paid in Minimum Capital Requirement: None
  • City: São Paulo
No. Procedure Time to Complete Associated Costs
1 Check company name with JUCESP

The name can be searched online at: www.jucesponline.sp.gov.br
Less than one day (online procedure) no charge
2 Pay registration fees

Entrepreneurs choose whether to pay at any commercial bank or at the bank window/agency located inside the commercial registry. The form for payment can be obtained online. A receipt of payment must be obtained for use in the Procedure 3.
1 day See cost associated to procedure below
3 Register at JUCESP to obtain NIRE and CNPJ

According to Administrative Rule n. 06, of 11 March 2013, the enrollment with the National Register of Legal Entities (CNPJ) is now executed simultaneously with Register of Enterprises (NIRE). Entrepreneurs interested in opening a company will no longer need to wait for the approval by NIRE to finally apply for registration at the CNPJ. All the necessary documents shall be analyzed by JUCESP officials.

However, before submitting the application to JUCESP, entrepreneurs still need to download the forms from two different web pages. In practice, this change is expected to reduce the average waiting time, as entrepreneurs will no longer need to spend time with displacements, recognizing signatures and certifying documents.

7 days R$75 registration + R$50 (expediting fee)
4 Obtain the INSS (National Institute of Social Security)

For registering a company before the Institute of Social Security (INSS), it is necessary to present to the INSS the company's Articles of Association registered before the Register of Commerce of State of São Paulo and the CNPJ Certificate.

The Normative Rule (IN) n. 748, of June 28, 2007 was revoked and substituted by the Normative Rule n. 1183, of August 19, 2011. In such normative, it is not expressly mentioned that relevant companies shall obtain licenses from CETESB and/or Sanitary Surveillance Department. Furthermore the Resolution SF/SMA 1 of November 27, 2009 is the normative regulation that determines the need of obtaining the Installation License in order to the company to obtain the taxpayer's registry and also establishes which activities are subject to the environmental licensing before being rendered with the taxpayer's registry number.

The Normative Rule no. 1,006 was replaced by Normative Rule no. 1,087, dated November 29, 2010, which updates the "Programa Gerador de Dados (PGD, which updates the Programa Gerador de Documentos do Cadastro Nacional da Pessoa Jurídica (PGD CNPJ). Indeed, the registration process is synchronized only across the Brazilian Federal Revenue Services and the State Tax Authorities. The Municipality of São Paulo has not been included in this process yet.

The registration process was synchronized across the federal revenue and tax authorities of both the state and the city of São Paulo, which allows the sharing of company registry data. When the company requests the CNPJ number, the SRF/MF, via an internal system, informs the tax authorities of São Paulo of that request. Once the company obtains registration in the CNPJ registration, its legal representative visits the Office of Federal Revenue to confirm the information contained in the forms presented to Secretaria da Receita Federal do Ministério da Fazenda (SRF/MF1).

5 days no charge
5 Register to ICMS

Companies need to register for ICMS with São PauloTreasury Affairs (Secretaria da Fazenda do Estado de São Paulo). ICMS is a VAT levied by the Brazilian states on the circulation of goods and the provision of interstate and inter-municipal transportation and communications services.
1 day no charge
6 Register with the Municipal Taxpayers’ Registry (Secretaria Municipal de Finanças) of the City of São Paulo

The municipal taxpayer enrollment is made through an electronic form that is filled online on the website of the City Hall (www.prefeitura.sp.gov.br).
1 day no charge
7 Apply and obtain digital certification (token) for the use of e-invoice

The costs involved in the obtainment of digital certification may vary according to the accredited certifying authority chosen by the applicant. The information on how to obtain a token is available at http://serasa.certificadodigital.com.br
2 days The cost may vary from R$ 450.00 to R$ 600.00
8 Apply to the municipality for an operations permit (auto de licença de funcionamento)

After registration with the Secretaria Municipal de Finanças, the company has 30 days to apply for the operations permit by filling out the proper forms and submitting the required documents.

The operational license is a prerequisite for the company to begin operations. However, because of long processing time to obtain the license, municipalities have permitted companies to operate as soon as they pay the TFE. The municipality conducts ex-post inspections to certain companies, using a random sample.

The operational license must be requested through the website of the Municipality of São Paulo (http://www.capital.sp.gov.br/portalpmsp/homec.jsp), and in case of possible errors or demands, one should proceed to the attendance desk at the corresponding Municipality desk.

90 days no charge
* 9 Register and pay TFE (RegistryTaxa de Fiscalização de Estabelecimentos) to the Municipal Taxpayers’ Registry

According to the Municipality of São Paulo's rules, the annual cost of the TFE is based both on the company's activities as well as on the company's number of employees (www.prefeitura.sp.gov.br).

Once the company has been registered with the Secretaria Municipal de Finanças, it shall pay an annual fee for the control and compliance with municipal laws. This payment is due on the tenth day of the second month following commencement of company operations. The TFE tax is related to the operations permit (alvará de funcionamento) and it is a post- incorporation procedure.

1 day (simultaneous with previous procedure) R$ 425.46 (for retailing business), may vary in accordance with the company’s activities
* 10 Register the employees in the social integration program (Programa de Integração Social, PIS)

After duly registering the new hire in the employee registry book (livro de registro de empregados), the employer must proceed to register the employees in the social integration program (Programa de Integração Social, PIS/PASEP). The PIS/PASEP registry is intended to identify the worker in order to establish an unemployment guarantee fund (FGTS) account, to request unemployment insurance, and to be entered in the National Registry of Social Information (Cadastro Nacional de Informações Sociais).

The employee must thus be registered into the PIS/PASEP to not only set up an FGTS account but also to be eligible for unemployment insurance, if necessary. To register the employee, the employer must complete a PIS/PASEP registry form (documento de cadastramento do trabalhador, DCT), to be delivered to the federal savings bank responsible for the FGTS account. The enrollment is completed in about 5 to 10 business days from application if all enrollment requirements are met. The employee is enrolled with the Social Integration Program (Programa de Integração Social, PIS) upon entry, and if the employee has already a PIS/PASEP registry, the employer must only inform the Federal Savings Bank of the new employment relationship. The employer will obtain the receipt of the application to PIS within 15 days.

1 day, (simultaneous with previous procedure) no charge
* 11 Open a special fund for unemployment (FGTS) in bank

After duly registering the new employees in the social integration program (Programa de Integração Social, PIS/PASEP), the employer must open a FGTS account for each employee (Fundo de Garantia por Tempo de Serviço).

To open the account, the company's representative or attorney-in-fact must go to any local branch of the federal savings bank (Caixa Econômica Federal) with a copy of: the company's taxpayer registry number (CNPJ/MF), the adhesion form issued by the Federal Saving Bank (Caixa Economica Federal), the list of employees, and the company's articles of association or bylaws. Upon opening the employee FGTS accounts, the company will make monthly deposits equal to 8% of the total payroll. The employees are entitled to withdraw those deposits for specific events provided by law (termination without cause and serious disease or disability, among others).

A new online procedure (Sistema Empresa de Recolhimento do FGTS e informações à Previdência Social, SEFIP) was developed to speed up FGTS payment and information exchange between the employer and the federal savings bank. SEFIP can be accessed through the Federal Savings Bank’s Web site. This procedure permits the online transfer of data, creating a company file with all information required by the FGTS and Social Security. After the referred data transmission, the program issues a tax payment form (guia de recolhimento do FGTS) necessary for employer contribution payment.

1 day, (simultaneous with previous procedure) no charge
* 12 Notify the Ministry of Labor (Cadastro Geral de empregados e desempregados, CAGED)

Pursuant to Law No. 4.923, dated as of December 23, 1965, the employer must inform the Ministry of Labor of any new hires or employees dismissals. The CAGED shall be transmitted only by electronic means to the Ministry of Labor and solely by exception it can be delivered in magnetic means at the Regional Agency of the Ministry of Labor (Superintendência Regional do Trabalho e Emprego).  
1 day, (simultaneous with previous procedure) no charge
* 13 Registration with the Patronal Union and with the Employees Union.

Pursuant to labor law, registration with the employees union is mandatory and ensures that the company is obeying employee labor rights. Each municipality and state must have unions that represent the activities performed by the company.

Once a year, employees and employers must contribute to their representative employee unions and employer associations an amount equivalent to one day’s salary (regardless of whether they are affiliated to the union or association). The employer must withhold this amount from the employee’s pay and send it to the respective union by March of each contribution year or upon hiring the employee. As a result, the company must check each new employee’s employment booklet to verify whether any union contributions have been recorded for the year of hire. If not, the company must discount the union contribution from the employee’s pay at the end of the first month after hire and must forward the contribution to the employee’s union.

The payment of the company’s contribution to the employer's association shall be proportional to the company’s corporate capital. Payment is due every January, except for the first payment, which is due in the month of the company’s registration. The time may vary for each employers union and employees union.

5 days, (simultaneous with previous procedure) Annual fee to be paid depending on the Union.
* Takes place simultaneously with another procedure.

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