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* Takes place simultaneously with another procedure.
Registration Requirements Details
Procedure 1.
Check company name with State Commercial Registry Office
Time to complete:
1 day
Cost to complete:
R$9.00
Name of Agency:
Comment:
The entrepreneur checks whether the company name exists in the state of São Paulo, a process that takes an hour to complete on average. For a federal check, a request for extension must be submitted to the Board of Trade (Junta Commercial).Resolution No. 2, issued by the Board of Trade of the State of São Paulo on June 5, 2008 (effective as of November 1, 2008), approved the maximum fee of R$10.00 for compay's name checking services. Accordingly, the Board of Trade of the State of São Paulo is currently charging a R$9.00 fee for the company's name to be checked in the state of São Paulo.
Procedure 2.
Pay registration fees
Time to complete:
1 day
Cost to complete:
see following procedures
Name of Agency:
Comment:
A receipt of payment must be obtained for use in the Procedure 3.
Procedure 3.
Register with the commercial board of the state where the main office is located and obtain identification number (NIRE)
Time to complete:
1 day
Cost to complete:
R$59.06 registration + $50 (expediting fee)
Name of Agency:
Comment:
Depending on the company activities (business or civil), its corporate acts (articles of association and amendments) should be registered either with the Board of Trade (Junta Comercial) or with the Registry of Civil Companies. The registration cost for a limited liability company before the Board of Trade of the state of São Paulo is about BRL 60,00. The cost for registration of a limited liability company before the Registry of Civil Companies depends on the amount of corporate capital of the company to be incorporated. Only for “civil companies” must signatures on articles of incorporation be authenticated before a notary public before registration and filling with a registry of civil companies.
To take advantage of expedited registration of the company's articles of association and amendments with the Board of Trade of the State of São Paulo, most entrepreneurs choose to register either with Sindicato da Micro e Pequena Indústria de São Paulo (SIMPI) at www.simpi.com.br or with Associação Comercial de São Paulo (ACSP) at www.jucespacsp.com.br. An additional fee of BRL50 applies for expedited service. In this case, the registration will be completed within 24 hours.
On April 4th 2008, the Board of Trade of the State of São Paulo has already implemented the electronic system in accordance with Administrative rule (Portaria) N. 021. As a result, the entrepreneur completes and submits the forms online (at www.jucesp.sp.gov.br) to be registered with the Board of Trade (Junta Comercial). For a limited liability company, registering before the Board of Trade of the state of São Paulo costs about BRL 60,00.
Procedure 4.
Register for federal and state tax (Secretaria da Receita Federal do Ministério da Fazenda, SRF/MF), obtain the CNPJ number, which also registers employees with the National Institute of Social Security (Instituto Nacional da Seguridade Social, INSS)
Time to complete:
About 22 days (including inspection visit)
Cost to complete:
no charge
Name of Agency:
Comment:
For the register of the 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) No. 748, dated June 28, 2007, issued by the Federal Revenue Services requires that the relevant company obtain licenses from Compania de Tecnologia de Saneamento Ambiental (CETESB) and/or from the Sanitary Surveillance Department (depending on its main activities). Licenses must be issued before registration in the CNPJ is granted (enrollment for the taxpayer’s tax). For example, industrial and pharmaceutical companies are required to obtain a previous license from the CETESB before applying with the CNPJ. The process at the CETESB, however, will be completed only by obtaining the installation permit and operating license from the CNPJ. The licenses from CETESB and/or the Sanitary Surveillance Department are necessary to complete the state regular process. Normative Rule IN 748 regulates only the CNPJ registration process and not the licences from CETESB and Sanitary Surveillance Department.
The Normative Rule (IN) No. 632 dated March 17, 2006, issued by the Federal Revenue Services has been amended several times and the last amendment was done by the Normative Rule (IN) No. 837 dated April 2, 2008, issued by the Federal Revenue Services, which updates the Programa Gerador de Dados (PGD). Indeed, the registration process is sinchronized 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).
State tax authorities schedule an official inspection of the company's head office before approving its registration. Registration of businesses before the SRF/MF (to obtain the CNPJ number) and before the tax authorities of the state of São Paulo is done simultaneously
Procedure 5.
Confirm Taxpayer Enrollment
Time to complete:
1 day (simulaneous with previous procedure)
Cost to complete:
no charge
Name of Agency:
Comment:
The procedure applies for both Federal (including the INSS) and State enrollment.The company information must be entered on forms available on the Internet. After about 4 days, the company’s legal representative will go to the Office of Federal Revenue to confirm the information in the forms. Only firms that purchase or sell goods must register with the state tax authority. The state registration is done before the Secretaria da Fazenda Estadual of the State of São Paulo, and the municipal registration, before the Municipality of São Paulo at the Secretaria Municipal de Finanças.
Procedure 6.
Receive state tax inspection
Time to complete:
1 day (simulaneous with previous procedure)
Cost to complete:
no charge
Name of Agency:
Comment:
Procedure 7.
Get the authorization to print receipts/invoices from the Secretaria da Fazenda Estadual
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Once the company is registered with the Secretaria da Fazenda Estadual, a specific form (known as the AIDF) must be presented to that authority.
Procedure 8.
Register with the Municipal Taxpayers’ Registry (Secretaria Municipal de Finanças) of the City of São Paulo
Time to complete:
5 days ( Simultanous with procedure 5)
Cost to complete:
no charge
Name of Agency:
Comment:
An enrollment form CCM named the the Cadástro Contribuinte Municipal must be delivered to the municipality. One of the documents you have to present to obtain it is the IPTU.The enroll in the municipal taxpayer enrollment is made through an electronic form that is filled through the website of the City Hall.
Procedure 9.
Pay TFE to the Municipal Taxpayers’ Registry
Time to complete:
1 day (simultaneous with Procedure 5)
Cost to complete:
R$ 300 (for retailing business), may vary in accordance with the company’s activities
Name of Agency:
Comment:
The proof of payment of the location, installation, and operation tax (TLIF) has been replaced by a new tax, the taxa de fiscalização de estabelecimento (TFE). The main difference between the TLIF tax and the TFE tax is the basis for the annual rate: The TLIF is based on the company’s number of employees, and the TFE is based on the company’s corporate purpose. Pursuant to Law 13.477, dated December 30, 2002, the annual rate of TFE varies from R$100.00 to R$12,000.00, depending on the corporate purpose of the company.Once the company has been registered with the Secretaria de Finanças e Desenvolvimento Econômico, it shall pay an annual fee for the control and fiscalization of the compliance with municipal laws. This payment is due on the tenth day of the second month following commencement of company operations. The TFE tax is related to the operations permit (alvará de funcionamento).
Procedure 10.
Get the authorization to print receipts/invoices from the Secretaria Municipal de Finanças
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Upon registering the company at the Secretaria Municipal de Finanças, the company must file a specific form (known as the AIDF) and present it to that authority, along with Book No. 51 and Book No. 57.
Procedure 11.
Order receipts/invoices (notas fiscais) with CNPJ numbers from authorized printing companies
Time to complete:
3 days
Cost to complete:
R$ 600 (R$0.6 per page, assume printing 1000)
Name of Agency:
Comment:
Procedure 12.
Apply to the municipality for an operations permit (auto de licença de funcionamento)
Time to complete:
90 days
Cost to complete:
no charge
Name of Agency:
Comment:
After registration with the Secretaria de Finanças e Desenvolvimento Econômico, 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 practicalities and the long processing time to obtain the license, municipalities have permitted companies to operate provided that they pay the TFE. The municpality conducts ex-post inspections to certain companies, using a random sample.
As of May 2009, 8 out of the 31 districts in Sao Paolo are operating under the new electronic operational permit system. It is expected that within the next year, all districts will be using the system. Under this system, applicants can apply and receive the approval for an operational license online instantaneously.
Procedure 13.
Register the employees in the social integration program (Programa de Integração Social, PIS)
Time to complete:
1 day, simultaneous with Procedure 12
Cost to complete:
no charge
Name of Agency:
Comment:
After duly registering the new employees in the social integration program (Programa de Integração Social, PIS/PASEP), the employer must open an Fundo de Garantia por Tempo de Serviço (FGTS account for each employee). To open the account, the company's representative or attorney-in-fact must go to any local branch of the federal savings bank (Caixa Economica 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 8.5% of the total payroll, of which 8% is allocated for the employees and 0.5% for the government. 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.
Procedure 14.
Open a special fund for unemployment (FGTS) account in bank
Time to complete:
1 day, simultaneous with Procedure 12
Cost to complete:
no charge
Name of Agency:
Comment:
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.
Procedure 15.
Notify the Ministry of Labor (Cadastro Geral de empregados e desempregados, CAGED)
Time to complete:
1 day, simultaneous with Procedure 12
Cost to complete:
no charge
Name of Agency:
Comment:
After duly registering the new employees in the social integration program (Programa de Integração Social, PIS/PASEP), the employer must open an Fundo de Garantia por Tempo de Serviço (FGTS account for each employee). To open the account, the company's representative or attorney-in-fact must go to any local branch of the federal savings bank (Caixa Economica 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 8.5% of the total payroll, of which 8% is allocated for the employees and 0.5% for the government. 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
Procedure 16.
Registration with the Patronal Union and with the Employees Union.
Time to complete:
5 days, simultaneous with Procedure 12
Cost to complete:
Annual fee to be paid depending on the Union.
Name of Agency:
Comment:
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.
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