To incorporate a company in Brazil, both local and foreign investors must prepare and submit several key documents to the Commercial Registry (Junta Comercial) of the state where the company will operate. The requirements vary slightly depending on the type of company (e.g., Limitada – Ltda. or Sociedade Anônima – S.A.) and whether foreign shareholders are involved.
Basic documents required include:
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Articles of Association (Contrato Social) – outlines the company’s structure, purpose, capital, and ownership.
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Identification Documents:
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For individuals: Notarized copies of passports or Brazilian ID (RG).
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For legal entities: Certificate of Incorporation, bylaws, and corporate resolutions (translated and legalized).
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Tax Identification Numbers:
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CPF for individuals.
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CNPJ (Company Tax ID) for the new entity, obtained from the Federal Revenue Service (Receita Federal).
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Proof of Address for all shareholders and the registered office in Brazil.
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Power of Attorney if a legal representative or lawyer is acting on behalf of foreign shareholders.
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Brazilian Resident Legal Representative is mandatory for foreign shareholders.
All foreign documents must be translated into Portuguese by a sworn translator and notarized. Legal assistance is highly recommended to navigate local regulations and ensure proper filing.