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Company Registration Brazil

What is an "Incorporation"

Incorporation is the legal process used to form a corporate entity or company. A corporation is a separate legal entity from its owners, with its own rights and obligations. Corporations can be created in nearly all countries in the world and are usually identified as such by the use of terms such as "Inc." or "Limited" in their names.

Throughout the world, corporations are the most widely used legal vehicle for operating a business. While the legal details of a corporation's formation and organization differs from jurisdiction to jurisdiction, most have certain elements in common.

Organization of Corporations

Incorporation involves drafting legal documents called "Articles of Incorporation" that list the primary purpose of the business, its name and its location, and the number of shares and class of stock being issued, if any. Incorporation also involves jurisdiction-specific registration information and fees.

Companies are owned by their shareholders. Small companies can have a single shareholder, while very large and often publicly traded companies can have several thousand shareholders. As a rule, the shareholders are only responsible for the payment of their own shares. As owners, the shareholders are entitled to receive the profits of the company, usually in the form of dividends. The shareholders also elect the directors of the company.

The directors of the company are responsible for the day-to-day activities of the company. They owe a duty of care to the company and must act in its best interest. They are usually elected annually. Smaller companies can have a single director, while larger ones often have a board comprised of a dozen or more directors. Except in cases of fraud or in some specific tax statutes, the directors do not have personal liability for the company's debts.

Advantages of Incorporation

Incorporation has many advantages for a business and its owners, including protection of the owner's assets, because the company is liable for its own debts. Other advantages include easy transfer of the business ownership to another party through the sale of shares; the possibility of tax planning for the owner through the use of a lower tax rate than ones for personal income; and access to financing for business activities through, among others, the sale of stock.

Incorporation effectively creates a protective bubble, often called a corporate veil, around a company's shareholders and directors. As such, incorporated businesses can take the risks that make growth possible without exposing the shareholders, owners and directors to personal financial liability outside of their original investments in the company.

Starting a Company in BR

FAQ's on Starting a Company

  • Have Setup Global obtained investor visas ? Rate of Success ?
    Many times. As individual professionals ­some of our visa team members have +15 years experience with visas ­we did hundreds if not thousands of visas, but as a firm probably around + 150 investor visas in the past 10 years. We were established in 2004 and since then we help foreign organizations and entrepreneurs set up operations in Brazil and obtain investor visas for their shareholders/directors. In the last year we realized that some people are interested in obtaining the investor visa & permanent residency so they can eventually get citizenship and a passport, while not worrying too much about business or investment, so we structured this separate product to simplify it for these clients. We have a 100% success rate in obtaining investor visa for our clients.
  • Description of the entire procedure and steps to citizenship
    Included in the proposal that we will send to you in the first step, we only do the investor visa & permanent residency. Technically, we open a company/legal entity and bank account and register it with the Central Bank of Brazil. We then open an exchange account and proceed for the investor visa. Meanwhile, we maintain your legal entity in good standing. This whole process can take up to 6/8 months. After you fulfill the residency requirements for obtaining citizenship, we can assist you then for obtaining citizenship.
  • Is it necessary to bring your family during the process ?
    They can come when they become eligible, but will only need to come in person to get the permanent residency card or citizenship, as that can't be done remotely. When the investor visa for the applicant is issued by the Brazilian consulate, that will give your family members permission to come to Brazil where on first visit you will get your protocol of National ID (permanent residency card).
  • If your parents are not financially dependents on you, how can they get a resident visa ?"
    There are two ways: one of them is opening a company and applying for the investor visa the same way that you did. Or alternatively, if they are officially retired and able to transfer a monthly amount equivalent to +R$ 8,000 (about $2,000 USD), then they can apply for the permanent resident visa for retired foreigners.
  • Is there any guarantee that you will get citizenship after being resident for 4 years ?
    No one can provide a 100% guarantee, and although it's not a complex process, it might take a little longer than that. We know of cases when the authorities request more information and documents, but it’s very rare for people to be rejected, and even if they are, they can apply again for citizenship. In any case, we are proud to say that our company so far has a 100% success rate, with zero clients rejected and hundreds approved.
  • Who is considered a "dependent family member" ?"
    Dependent family members are considered the following: 1. Direct descendants or stepsons and minors (under legal custody or guardianship) under 18 years old, or at any age in case the financial dependency and the need of support is formally proved, or in case they are enrolled in undergraduate or graduate courses until they reach 24 years; 2. Ascendants or descendants, in case the financial dependency and need of support is formally proved; 3. Spouse or partner in a stable relationship, regardless of gender; The cases of financial dependency and need of support shall be proven by means of a court decision or a statement issued by a competent authority.
  • Is it possible to get permanent residency for your family as well ?
    It is possible, yes. The main applicant for an investor visa can include any dependent family members in his/her application for permanent residency in Brazil.
  • Is there a number of visits that have to be made to Brazil until citizenship? Will it be necessary to renew residency after ?
    The residency is permanent however within the first 3 years there is a revision by the government of any case to check if the investment is still in the country. After that they issue the Residency Card ID which needs to be successively renewed for a new 9 year period while the foreigner remains as an investor. After becoming 60 years old, it will be no longer necessary to renew it. In connection with citizenship it's a different. You will be eligible for citizenship after legal residency of 1 to 4 years.
  • What the Brazilian Investor Visa allows :
    The visa allows a foreigner to live and work permanently in Brazil.
  • Is it necessary to hire 10 Brazilian employees to become eligible for the investor visa ?
    That is not a mandatory requirement. As long as the investment is in Brazil (and you don’t repatriate the capital) it should be alright. You can explain in your case why you don’t have employees yet and that you expect to grow in the next years and the authorities will most likely accept it.
  • What are the requirements for obtaining the Brazilian citizenship?
    Be registered as a Brazilian permanent resident Proof of uninterrupted residence in Brazil for at least four years prior to applying. Keep in mind that trips abroad do not count as interruptions. Ability to read and write elementary Portuguese. You must be able to provide for yourself and your family. This condition can be fulfilled in several different ways: 1. You receive a salary or pension in the country 2. You are a student and are under 25 years of age 3. You can provide proof that a relative provides you with enough income to match legal requisites You must be able to pass a background check for criminal conduct You must not be owing any taxes in the country You must have a proof of righteous conduct All candidates are required to produce a ‘Certificate of Good Health’ except for those who have lived in the country for more than two years.
  • How long is the investor visa valid for?
    Your residency status is permanent in the sense that you can live and work in Brazil without a time limit. However, your permanent residency is linked to your status as an investor in the country. Therefore, in order to renew your documents, the authorities will periodically check if you have kept your investment in the country; if it has been repatriated, you visa may be annulled. The first time will be after three years. The renewed visa will be valid for 9 years before renewal, but after the visa holder becomes 60 years old, it will be no longer necessary to renew the document. You can also apply for citizenship and will no longer need to renew your visa after that.
  • What are the advantages of having citizenship?
    One of the biggest advantages of having Brazilian citizenship is hassle­free travel. Brazilian citizens are able to travel to over 146 countries and territories without the need for a visa, including the Schengen area. Brazil also recognizes dual citizenship so you don't have to worry about renouncing your own citizenship. Brazilian citizens are eligible for public sector jobs, which they can apply for by participating in the so­called "concursos". Public sector jobs in the country have higher average salaries than jobs in the private sector and they offer a multitude of attractive benefits on top of that. By naturalizing you will have access to governmental social programs as well as having the added benefit of not having to continuously renew your visa if you're in the country as a permanent resident.
  • What is the procedure for obtaining a permanent investor visa?
    To become eligible for an ​investor visa a foreigner must invest R$ 500,000 in either an already existing Brazilian legal entity or in a new Brazilian legal entity. Therefore, they need to set up a company first, then wire in the capital (R$500,000) to the bank account of the legal entity and only then apply for the visa.
  • Is it possible to stay less than 4 years to obtain citizenship?
    The normal process is for 4 years, however, there are special cases that take 1­3 years instead. If you have a Brazilian spouse, child, or parent, you can apply for citizenship after one year. Two years for those possessing certain professional, scientific, or artistic skills specified by the Ministry of Justice, and three years for individuals of high net worth or company owners. For more details about this, please contact us.
  • What is the maximum time that I can be away or on travel during the residency period?
    You can leave the country for trips as long as the total amount of time absent from the country does not exceed 6 months out of each residency year.
  • How long does it take to renew the residency?
    The first renewal is after 3 years and you will receive the new document in about 90 days, but in the meantime you will be instantly given a protocol number which can be used temporarily as a document.
  • What are the required documents for the entire Investor Visa process?
    Besides the Power of Attorney that you will be giving us to initiate the process on your behalf, the below documents are required. Passport to start the process and the rest should be provided on later stage (about 3 months from start and after transferring the investment capital) The following documents are required from your end: 1. Proof Of Identity (Valid Passport with an expiration no less than 6 months away). 2. Certificate of Good Conduct. 3. Curriculum Vitae 4. Optional and/or when Applicable a. Proof of parental relationship or family (Birth Certificate, or family book). b. Marriage certificate, when applicable. c. Academic credentials (e.g. Diploma), d. Proof of address (like utility bill)e. Proof of banking details(Bank statement, or screenshot). The following documents we will prepare on your behalf and/or will help you to get locally: 1. Articles of incorporation of your Brazilian legal entity that received the investment. 2. SISBACEN – declaratory registration of FDI ­Foreign Direct Investment in Brazil’s Central Bank or the Exchange Contract issued by the bank of exchange that receives the investment. 3. Presentation of the receipt of the entry of payment of Income tax for the legal entity’s last year of fiscal operations, when applicable. 4. Confirmation of the payment of the individual immigration tax. 5. Business Plan
  • How long is the investor visa valid for?
    Your residency status is permanent in the sense that you can live and work in Brazil without a time limit. However, your permanent residency is linked to your status as an investor in the country. Therefore, in order to renew your documents, the authorities will periodically check if you have kept your investment in the country; if it has been repatriated, you visa may be annulled. The first time will be after three years. The renewed visa will be valid for 9 years before renewal, but after the visa holder becomes 60 years old, it will be no longer necessary to renew the document. You can also apply for citizenship and will no longer need to renew your visa after that.
  • What can be done with my investment once it has been brought to the country?
    The money will be in the bank account of a legal entity owned by you. From there, and through your entity, you can choose to invest the money as it pleases you, including real estate property, bank investments, stocks, etc. In other words, you can choose almost any form of investment, as long as it’s done in the name of your company. Most foreigners, usually those who are already purchasing real estate, take advantage of that. You can also invest in stocks and even put in a savings account at a fixed interest rate. The interest rates in Brazil are much higher than in most countries.
  • What will happen if I have not done what I presented in the business plan during the application?
    When you apply for the visa they will ask you for a business plan to evaluate the effects of your investment in the country. However, you don’t have the obligation to execute the business plan in its exact form. We will help you make a plausible and achievable plan for this end.
  • Is there a minimum stay period?
    In order to maintain permanent residency status based on an investor visa, the main applicant only needs to visit Brazil once every 2 years. There is no minimum stay period other than that.
  • How do I gain citizenship after residency?
    Investor visa holders may apply for Brazilian Citizenship after 4 years of official legal residency in Brazil for normal cases or 1­3 years in special cases. One year of official legal residency is considered at least 6 months plus one day of stay in the country out of each year, not necessarily as a continuous stay. As long as the foreigner has not stayed out of Brazil for more than 18 months during this 4 years period and has some elementary knowledge of the Portuguese language, they will be able to obtain citizenship.
  • Who has to file the application for citizenship?
    The person who wants to become a Brazilian citizen must apply by himself/herself, but we can assist them with this process. If a person under the age of 18 wants to naturalize then the parents or legal guardians must file the application on their behalf.
  • Where is the investment money transferred to?
    The investment will be put in the bank account of a legal entity set up by us and owned by you. From there, it can take almost any form you wish, as explained in the next question.
  • Can the investment be transferred to a Brazilian individual instead?
    No, in order to fulfill the requirements for an investor visa, the money has to be transferred to the bank account of a Brazilian legal entity.
  • If It is decided to stop the procedure, can the investment be paid back?"
    In fact you can take it back any time, even when it's in your legal entity’s bank account, you still have control over it to do whatever you want. However, if you already have an investor visa and your case is reviewed by the authorities after 2 years, they will find that you have repatriated the capital and will not renew your visa. In order to renew the visa, you need to keep the minimum investment amount in the country. Note that this does not include any profit generated from your investment in Brazil (e.g. bank interest), which can be taken out at any moment without affecting your hold of the visa. Profit repatriation is also exempt from taxes in Brazil.
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