Este guia de como abrir uma empresa no Brasil está com dizeres errôneos , pois diz que empresa LTDA e S/A são empresas estrangeiras no Brasil , dado como aberta por uma pessoa brasileira, passando á ser proprietário da empresa em questão ou seja seu representante legal com seu CPF e fazendo abertura feito pelo Banco Central Brasileiro e não fala nada da Sociedade estrangeira no brasil configurando filial brasileira da Sociedade estrangeira ..
2. American Chamber of Commerce for Brazil - AMCHAM
International Affairs Department
Brazil, 2015/2016
*This guide is part of the project
ACKNOWLEDGMENTS
The American Chamber of Commerce for Brazil, being the largest Amcham outside the United
States is constantly serving its members by building bridges for Brazilian businesses worldwide.
Our foreign investment attraction efforts have also been a key leading point for Amcham. The How
To series is part of this initiative. With the support of some of our corporate members, the States of
the country and now some cities, we are putting together strategic information on the most various
aspects of doing business in Brazil and its opportunities. As part of BRICS (Brazil, Russia, India,
China and South Africa) and representing the 7th
largest economy of the world, being also the 5th
biggest destination for foreign investment, Brazil has clearly demonstrated its importance in the
global market. Furthermore, the medium and high classes are increasing, which creates a solid
internal market and contributes to maintain good results in the economy. It is now more than ever a
strategic time for businesses opportunities in Brazil. We welcome you and hope that the information
you are about to read serves you best.
Gabriel Rico - CEO, Amcham Brazil
Grant Thornton has been supporting US and International companies in establishing subsidiaries in
Brazil for over 20 years. We fully cooperate with reputable law firms in order to make it possible
for the newly incorporated entities to focus on their business, while we take care of their back office
tasks such as acting as the officer of the established legal entity as well as executing bookeeping/
tax/payroll and financial services. Our cooperation with AMCHAM goes back all these years, and
we are proud to be able to provide international companies with guidelines in starting up their
operations in Brazil. Count on us to fill in the gaps related to your business, and our country´s
unique business environment.
Jobelino Locateli - CEO, Grant Thornton
4. INVESTING IN BRAZIL
AN OVERVIEW OF BRAZIL
Brazil is the 8th
largest economy in the world in terms of
nominal GDP. Geographically, it is the world’s 6th
largest
country, with a population of approximately 205 million
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07HOWTOESTABLISHACOMPANYINBRAZIL
inhabitants, and it has a predominantly tropical climate.
Brazil covers a total area of approximately 8,515,767 km2
,
which is equivalent to the area of the USA, excluding the
state of Alaska. Brazil is consisted of five major regions:
the North, Northeast, Southeast, South and Central-West.
Capital: Brasilia
Economic Capital: São Paulo
Currency: Real (BRL)
Official Language: Portuguese
Nominal GDP (IBGE, 2014): USD 2.3 trillion
Inflation (IPCA[National Wide Consumer Index],
Brazilian Central Bank, 2014): 6.41%
Political System: Federal Republic
Stock exchange: BM&Fbovespa.
Leading share indexes: IBOVESPA &IBrX
Doing Business ranking (World Bank, 2015): 120
GDP per capita (IBGE): USD 11,208
Known for its rich biodiversity, abundant agricultural,
mineral and energy potential, rapidly-changing business
conditions and innovation, Brazil is the leader in the
International Direct Investment ranking in Latin America.
It is also number six in the world rankings, and receives
USD 62 billion in investments (United Nations, 2014).
According to the Central Bank of Brazil, the leading
countries in identifying opportunities and investing
directly in the country are: The Netherlands, The United
States, Luxembourg, Spain and Japan, which together
accounted for 61% of all Foreign Direct Investment
in 2014. The cities of Sao Paulo and Rio de Janeiro,
located in the Southeast region, received the largest share
of investments.
MAIN SECTORS
According to the Brazilian Institute of Geography and
Statistics (IBGE, for its acronym in Portuguese), the main
sectors contributing to the Brazilian GDP are: the service
sector, which generated BRL 901.4 billion in 2014;
manufacturing, with BRL 279.6 billion; and agriculture
and ranching, which reached BRL 48 billion.
REPRESENTATION OF GLOBAL MARKET
SHARE FOR AGRICULTURE
Brazil is also a significant producer of beef, pork, poultry,
corn, soybean oil, soybean meal and cotton.
SERVICES
The investment opportunities in the services sector are
numerous, and foreign companies have been investing
heavily in the following sectors:
•ATrade;
•ATelecommunications;
•AFinancial services.
INFRASTRUCTURE
The reconstruction of the Brazilian economic policy
encourages business development in infrastructure and
technology. In addition in 2014, the Brazilian government
announced a concession package that focuses on the
infrastructure sector and aims to attract a total investment
of BRL 198.4 billion through the Logistics Investment
Program (Programa de Investimento em Logística -
PIL). This will encourage foreign companies to enter this
particular market.
This program adds BRL 86 billion in investments in
railways, BRL 66 billion for work on highways, BRL
37 billion for ports, and BRL 9 billion for airports.
The government projects intends for the procurement
of infrastructure projects to start during the current
administration, which runs until 2018. They total
approximately BRL 200 billion.
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09HOWTOESTABLISHACOMPANYINBRAZIL
FIVE REASONS TO DO BUSINESS
IN BRAZIL
Brazil is experiencing an era of active economic and
political restructuring. Nevertheless, the current situation
has led to the development of compliance tools and
subsequent better practices in corporate governance.
As evidenced by the many countries who have faced
economic crises, this period is followed by an increase
in the levels of professionalism and transparency in
companies. Another significant factor is the number of
entrepreneurship hubs in the country, which became
relevant since there is an international growing interest
in Brazilian startups. These clusters are especially
numerous in the Southeast region, in the cities of
Belo Horizonte-MG, Campinas-SP, Rio de Janeiro-RJ
and Sao Paulo-SP, as well asin Florianopolis-SC, in the
South region, and Recife-PE, in the Northeast region.
According to the Global Dynamism Index (GDI)1
the
three main reasons to invest in Brazil are:
•AAccess to a key market: 57% of business
leaders interviewed said that access to a key
market is a driver for expansion in Brazil. After
all, the country is very extensive geographically
and has a large population, which means a high
potential for consumption;
•ALabor and human capital: 40% of Brazil’s
international investors mention the country’s
availability of skilled workers as a key driver for
expanding in the country;
•AFinancing environment: Despite the fact
that Brazil performs better than other leading
economies in terms of overall financing
environment, even more can be done to improve
foreign investors’ perceptions of the country’s
financial system. The GDI gives Brazil a high
ranking for its financing environment (13th
out of
60), which is above than developed economies,
such as the USA and UK.
Two other topics not considered in the report but that are
also responsible for foreign interest in the country are:
•AParticipation in developing country groups:
Brazil is part of a large group of emerging
countries (such as BRICS and the G-20) and is
the gateway to Latin American markets. Being
considerated a leading economy;
•AGlobal events: In 2014, Brazil hosted the
World Cup, which generated USD 7.5 billion
in revenues. According to the Institute of
Economic Research Foundation (Fundação
Instituto de Pesquisas Econômicas - FIPE), just
one of the event’s sponsors, Brazilian Trade
and Investment Promotion Agency (Agência
Brasileira de Promoção de Exportações e
Investimentos – Apex-Brasil), brought together
2,300 entrepreneurs from 104 countries, with a
goal of reaching approximately USD 6 billion
in business. In 2016, the country is hosting the
Olympic Games, and the event has already been
stimulating the economy of the host city, Rio de
Janeiro. A study by the Institute of Management
Foundation (Fundação Instituto de Administração
- FIA), projects that the event will generate up to
USD 51 billion in resources and create 120,000
job opportunities.
1 - Developed by the International Business Report of Grant Thornton International (IBR, 2015).
ESTABLISHING A COMPANY IN BRAZIL
02.
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11HOWTOESTABLISHACOMPANYINBRAZIL
DECIDING YOUR FUTURE IN BRAZIL
WHAT DO YOU NEED TO KNOW BEFORE
INVESTING?
Companies around the globe weigh the merits of
establishing a physical presence in a country and making a
definite footprint there. There are, indeed, cases of foreign
companies hiring a salesperson/representative to work as
a contractor to research the market or to get that first order
before the physical set up. This comes with some risks,
such as creating a potential liability in the employment
relationship, having to wire funds to individuals’ bank
accounts, and having no control or oversight over
business matters.
In order to hire employees, open a bank account and
perform a number of other tasks, it is necessary to legally
organize a corporation. The next step is to decide which
type of legal entity it will be.
WHICH TYPE OF ENTITY TO CHOOSE
BRANCH OR SUBSIDIARY?
The very first step in moving to Brazil is deciding what
type of structure best suits the business. Incorporating a
foreign company’s branches in Brazil is usually a very
time-consuming bureaucratic process. The establishment
of a branch requires prior approval from the federal
government by Presidential decree (articles 1,134 to 1,141
of the Civil Code), which is a very lengthy process. The
federal government must also authorize any amendments
to the branch’s Bylaws. Unlike subsidiaries, branches are
considered to be part of the foreign entity in Brazil. In this
regard, a branch’s foreign controlling company may have
unlimited responsibility for its debts in the event that the
branch is unable to fulfill such obligations. Branches are
subject to Brazilian laws and courts with respect to acts
and transactions that occur in Brazil.
Given this information, the vast majority of investors in
Brazil adopt the subsidiary model, since their shareholders
are not responsible for the subsidiary’s debts, except for
specific provisions set forth by specific rules.
Once that is established, the investor shall need to decide
which format is more appropriate for his/her business.
The investor could also decide to acquire an existing
company or assets, which would require a due diligence
project. One could also form a Joint Venture, which
could take the form of a Limited Liability company or a
consortium agreement, which is commonly adopted for
relevant infrastructure projects in Brazil. Therefore, the
main decisions will be around incorporating or acquiring
a company. Below both models are described:
INCORPORATE A LTDA. OR A S.A.
The majority of legal entities incorporated in the
country are either “Limitada” or “S.A.”: a “Limitada”
(Sociedade Limitada or “Ltda.”) – is a limited liability
company, and a “S.A.” (Sociedade Anônima) – is similar
to a corporation. A Ltda. is usually the preferred vehicle
for a wholly-owned subsidiary as it is more flexible in
regards to limitations of liability and is easier to manage.
A S.A. is generally more complex from a compliance and
management perspective.
Ltda. S.A.
A Sociedade Limitada ruled by Decrees No. 1,052
to 1,087 of the Civil Code, is organized through the
Bylaws and has limited liability partners.
The management of an Ltda. is carried out by one or
more individuals, shareholders or not, as indicated in
the Bylaws.
The company needs to be founded by at least two
partners, neither of them must be Brazilian. A partner
can be either an individual or a legal organization.
There is no obligation to publish annual
financial statements.
A Sociedade Anonima was established by the Brazilian
Civil Code in Article 1,088, and its latest regulation is
Law No. 11,941/09 of May 27, 2009. It is a business
corporation with shares. Dividends are distributed to
shareholders in the form of interest over capital (Juros
sobre Capital Próprio).
A S.A. may be managed by a Board of Directors and
Executive Board, or solely by a Board of Directors.
The Executive Board must have at least three members
and all of them must be shareholders and individuals.
If they do not reside in Brazil, they must appoint
attorneys-in-fact to represent them.
A S.A. can be classified as: publicly held, where shares
are traded on the Stock Exchange, or Capital Fechado,
meaning shares are not traded.
The Board of Directors represents the S.A. and
ensures that everything is in place for its day-to-day
activities. It is composed of at least two Directors,
who may be share holders and individuals, and who
must be Brazilian residents. They may be elected for a
maximum of 3 years term.
An Audit Committee is established to ensure that
the company follows best practices in corporate
governance. The company needs to be audited yearly
and must consistently publish financial reports in
national newspapers.
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Most foreign companies decide to establish their
presence in Brazil through a Ltda. due to its more
flexible provisions regarding limitations on liability
and its simplified level of administrative formalities. As
such, this type of entity will be focused.
A S.A. is the most complex type of organization when
it comes to legal constitution and is mainly designed to
allow greater financing flexibility than a Ltda. Before
choosing to open a S.A., it is recommended to consult
trustworthy advisors.
Ltda. S.A.
Both, Ltda. and S.A. need to be registered with the Board of Trade (Junta Comercial) and with the tax authorities.
S.A.s need to be registered with the Securities and Exchange Commission of Brazil (Comissão de Valores
Mobiliários - CVM). If the S.A. is publicly held, then it can issue depositary receipts (DRs).
Both entity types must hold annual general shareholder’s meetings by April 30th
of each year (Fiscal year: January
1st
to December 31st
) in order to approve financial reports. These must be signed by the accountant, Legal Acting
Director, and in the case of an S.A., approved by the auditors.All documents and deliverables must be in Portuguese
and in Brazilian Reais.
REQUIREMENTS FOR INCORPORATING
REGISTRATION - CNPJ
Once the Bylaws have been prepared, powers of attorney
for the attorneys-in-fact formulated, translated into
Portuguese, registered at a Brazilian consulate, and
registered with the Tax authorities in order to obtain a
federal tax ID number for the foreign shareholders, the
Bylaws of the Ltda. can be registered with the Board of
Trade (Junta Comercial). The Bylaws are then registered
with the tax authorities (Receita Federal) and a federal
tax ID number (Cadastro Nacional da Pessoa Jurídica -
CNPJ) is granted to the Ltda. The CNPJ number together
with the name and address registered in the Bylaws serve
as identification of the subsidiary for statutory purposes.
At the time of registration, an accountant must be
appointed. Please note that this professional must be
registered with the Regional Council for Accountancy
(Conselho Regional de Contabilidade - CRC).
The Ltda. can then proceed with the first
required registrations:
•AThe registration of foreign exchange is done
through the Electronic Declaratory Registration
(Registro Declaratório Eletrônico - RDE), which
is part of the Central Bank Information System
(Sistema de Informações do Banco Central -
SISBACEN).Registrationismandatoryforinflows
and outflows of foreign capital, and it is relevant
at this point because of the equity established in
the Bylaws. The Brazilian Central Bank’s database
(Cadastro de Pessoa Física ou Jurídica, Residente
ou não Residente no País - CADEMP) registration
of foreign shareholders is also required at this point;
•AIn order to hire professionals, registration with
the labor authorities is required: Social Security
(Instituto Nacional do Seguro Social - INSS) and
Severance Deposits (Fundo de Garantia do Tempo
de Serviço - FGTS);
•AIf the company deals with services or starts
operations, it must first be registered with the
municipality in which it is located, as it will be
subject to service taxes (Imposto sobre Serviços -
ISS) and to an inspection fee (taxa de fiscalização);
•AIf the company trades goods, is a manufacturer,
or delivers certain services, it must first be registered
with the state in which it is located, as it will be
subject to a state tax (Imposto sobre Circulação de
Mercadorias e Serviços - ICMS);
•AAll companies need to be registered with a Trade
Union (Sindicato), and this registration depends on
the type of activity the company will perform in
Brazil. All of the company’s registered employees
will be subject to the rules of the Consolidation of
Labor Laws (Consolidação das Leis Trabalhistas -
CLT) of that specific Union;
•AIn order to help users feel safe about their online
actions, two tools were created to assure the privacy
of information and guarantee the authenticity of
files sent by e-mail: the e-CNPJ and e-CPF. These
are digital certificates approved by the Department
of Federal Revenue of Brazil (Secretaria da Receita
Federal) and serve to protect personal and corporate
information. Moreover, the Legal Acting Director
needs the digital certificate in order to forward and
receive information from the tax authorities, while
the company’s digital obligations are filed through
its digital certification;
•ADepending on the nature of the business, other
registrations/authorizations might be required. It is
important to review the regulatory institutions and
to check the necessary authorizations and licenses:
•ABusinessLicense(AlvarádeFuncionamento);
•AEnvironmental license (Companhia
Ambiental do Estado de São Paulo - CETESB);
•ATelecommunications (Agência Nacional de
Telecomunicações - Anatel);
•AElectricity (Agência Nacional de Energia
Elétrica - ANEEL);
•AMovies (Agência Nacional do Cinema -
ANCINE);
•APrivate Health (Agência Nacional de
Saúde Suplementar - ANS);
•AConsumer Goods (health, food and
beverage) (Agência Nacional de Vigilância
Sanitária - ANVISA);
•ABrazilian Central Bank (authorization for
financial company operations) (Banco Central
do Brasil - Bacen);
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•AInsurance Industry (Superintendência de
Seguros Privados - SUSEP);
•ATourism (Instituto Brasileiro de Turismo -
Embratur);
•AEngineering, Architecture and Agronomy
(ConselhoRegionaldeEngenharia,Arquitetura
e Agronomia - CREA);
•AReal Estate (Conselho Regional de
Corretores de Imóveis - CRECI);
•ABusiness management (Conselho Regional
de Administração - CRA);
•AAccountants and CVM (auditors) (Conselho
Regional de Contabilidade - CRC);
•ATrademarks and Patents (Instituto Nacional
da Propriedade Industrial - INPI).
BYLAWS
After a company decides on the most appropriate legal
entity to establish in Brazil, the next step is to draw up
the company’s Bylaws. The company will only be able to
operate after it has registered with the Board of Trade and
tax authorities, and has been granted a CNPJ (Federal
Tax ID number).
Below there are some of the most important topics to be
decided before setting up the Bylaws, and it is highly
recommended to involve an attorney in this stage of
the process:
•AName of the Brazilian entity: The name of the
entity needs to have Portuguese words describing
the purpose of the legal entity, and verification
must be made with the Board of Trade that the
name is not currently being used;
•AShareholders: Normally, two shareholders
are needed for a Ltda. They can be a corporation
or individual, foreign or Brazilian. If the
shareholders are foreigners, a legal representative
must be appointed so that these entities (or people)
are granted a CNPJ number. This number does
not mean there are obligations related to it. The
legal representative is a contact person between
the entity and tax authorities (for summons,
inspections, dividend distribution, and others).
The shareholders draw up a power of attorney,
which needs to be translated into Portuguese,
consularized, registered with the Brazilian Foreign
Consulate, and registered in Brazil.
The shareholders must therefore appoint an attorney in
fact. Articles 1,074, Paragraph 1 of the Brazilian Civil
Code, Article 119 and Article 126, Paragraph 1 of Law
6,404, dated 12.15.1976 of the Brazilian legislation
govern the obligation of a foreign company (quota or
shareholder of a company in Brazil) to have an attorney-
in-fact in the country in order to represent it within the
national territory, with powers to receive summons
referring to legal actions filed against it.
The legal representative also:
•AParticipates in meetings, assemblies and other
deliberation sessions;
•ASigns, acquires, disposes, cedes or transfers
shares or quotas, and
•ACarries out all other rights concerning the
conditions of partner, quota or shareholder of the
Brazilian company in question.
All of these parties, foreign shareholders, and legal
representatives need to be registered within the CADEMP.
This will allow the company to register the (electronic
registration of foreign currency (Retificação de Dados do
Empregador - RDE), registration of financial transactions
(Registro de Operação Financeira - ROF), IED (foreign
direct investment) and portfolio (foreign investment).
•APurpose of the legal entity (objeto): Choosing
the purpose of the legal entity determines: if
the company needs to be registered with the
municipality or state, if it will be subject to ISS
or ICMS taxes, what type of licenses it will need,
and what the CNAE classification will be. The
CNAE (Classificação Nacional de Atividades
Econômicas) is the Registry of EconomicActivity.
•ALegal Acting Director: Management of the
Ltda. (legal entity) may be carried out by one or
more individuals, and it shall be governed and
registered by means of a contract or separate act.
The tenure of this position shall conclude with the
manager’s dismissal, at any time, or at the end
of the term if there is no renewal set forth in a
contract or separate act.
Article 1,011 and its respective paragraphs of the Brazilian
Civil Code, Article 35, II, of Law 8,934/94, deliberations
from the National Department of Business Registration
(among others), stress the condition that the manager
must be domiciled in Brazil; foreigners must have a
permanent visa.
In addition to being responsible for the full legal
representation of the company, the Legal Acting Director,
appointed by the foreign partners, may be held responsible
on civil and criminal grounds if he does not comply
with the rules established in the contract or legislation,
including the obligation to compensate damages and
losses borne by the foreign companies.
The appointment of the manager for this position is
terminated by means of dismissal, at any given time, or
when the term stipulated in the company’s Bylaws
has expired.
The Legal Acting Director also represents the legal entity
and acts before other parties, some of which include:
•ABanks, as a signatory to bank accounts;
•AThe Brazilian Central Bank, for registration
of capital inflows and outflows, signature
on documents related to foreign exchange
transactions, and the filing of obligations;
•ATax authorities;
•ASigning of financial statements;
•ALabor Department for the signing of
professional books;
•ASigning of supplier (rentals, warehouses, cell
phones, internet, and others) and client contracts;
•ACourts.
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The limitations of the powers of the manager are reflected
in the Bylaws. Note that these limitations might also affect
day-to-day banking transactions.
•AAddress: If the nature of the business is
services, i.e. if no goods are traded, the entity
may choose to have a virtual office to which all
correspondence will be directed. However, if the
nature of the business is the trading of goods, the
entity may employ a warehouse to store goods
and invoice customers from a branch established
within the Bylaws;
•ACapital Requirements: Formally, there are
no minimum capital requirements. Please review
this information if your company plans to hire
expatriates to manage the Brazilian business,
as other rules may apply. If you plan to enter
tenders or will need an import/export license,
there also may be additional requirements. All
foreign capital inflows must be registered with the
Brazilian Central Bank.
•ARADAR-SISCOMEX: A legal entity that
needs to import and export products must obtain
prior authorization from the Department of
Foreign Trade (Secretaria de Comércio Exterior
- SECEX) – SISCOMEX from the Brazilian
Central Bank. SECEX reviews and compares
import prices in order to prevent the dumping
of products in Brazil’s market. It is advisable
to request a specialized broker to apply for this
license due to its bureaucratic requirements.
Bylaws must be amended when there is a change to any
of the items above. Later amendments must be registered
with the tax authorities (Receita Federal).
REQUIREMENTS FOR ACQUIRING A
COMPANY IN BRAZIL
If you want to start business in Brazil with an already
operational company, you can acquire a business with
a CNPJ in the country.
An acquisition between two companies of the same
nationality is a highly complex process and must be well-
planned. Therefore, it is necessary to perform careful due
diligence in order to maximize the possibility of success.
In an operation between companies of different
nationalities (cross-border transaction), the due diligence
process is even more important and major care should be
taken in the prior assessment of corporate cultures. This
is mainly regarding the culture of adherence of the key
people who will be destined for the new challenges.
Also, tax issues that arise from acquiring legal entities in
Brazil depend, to some extent, on the residency of both
purchaser and seller. In general terms, capital gains are
taxed in Brazil even in the case of transactions performed
entirely abroad, when the assets (or shares) sold are
located in Brazil.
Share deals are generally more common than asset deals
in Brazil because even in the case of an asset purchase,
there is a significant risk that the tax liabilities of the
previous business may be attached to the acquired assets.
Additionally, share deals generally result in lower levels
of documentation and indirect taxation for acquirers. A
case-by-case analysis is always recommended for the
company in order to decide the ideal acquisition structure.
When properly structured, the most significant advantage
of a share deal over an asset deal is that the amount (or
part thereof) paid in excess of the target’s net equity may
generate an amortizable premium or goodwill in the tax
base of depreciable or amortizable assets.
This potentially amortizable step-up is subject to
several tax, legal, accounting, business and substance
requirements, and must be very carefully analyzed and
supported in order to mitigate any risks associated with
such an acquisition structure.
OPERATING YOUR CAPITAL
OPENING A BANK ACCOUNT
As a general rule, in order to run your firm in Brazil you
will need a bank account in the currency of Brazilian reais,
for which the Legal Acting Director will be the master
signatory. Payments can be executed through an online
banking system, which requires the barcode scanning
and is operated in Portuguese. Payments are usually
executed with payment bank payment eletronic forms
and care must be taken regarding the taxes applicable and
amounts to be deducted from each payment. For accounts
receivable, a company should also involve its bank for the
issuance of boletos for the easy identification of inflows
of wire transfers. It is highly recommended that start-ups
outsource this activity due to the difficulty of managing
them from outside Brazil.
If your banker is represented in Brazil, it is advisable
to contact him in order to facilitate the opening of
the account.
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READY TO START ACCOUNTING AND AUDITING
03. 04.
Your company can now work with suppliers, sign
agreements for delivery to clients, set up an office,
enter into agreements for internet, phone, cell phone
connections, hire professionals, approve and pay for the
reimbursement of expenses, and so on. Furthermore,
from the date the CNPJ is granted, the company will
need to comply with Brazilian statutory obligations. In
other words, it will have to comply with federal, state and
municipal obligations.
You will need to make a strategic decision on hiring
qualified, English-speaking personnel for accounting,
taxes, payroll and finance. There are some specialized
recruitment agencies that can assist you with this. While
it is common for a SME to have in-house accounting,
outsourcing is more common in Brazil. Legal Acting
Directors from professional firms usually execute this
task or will recommend a reputable company.
Finding accountants and lawyers who speak English and
can work closely with you will ensure you are doing the
right thing and might be a cost-efficient solution. It is
advisabletoaskyourattorneys,ChambersofCommerceor
other professionals in your network for recommendations
on a reputable company.
The company is now ready to start operations in
Brazil. On the next pages, it is mentioned some other
important steps.
BR GAAP & AUDITS
Public Companies (S.A.s in Brazil) are required to
publish their annual audited financials and must have their
quarterly financials reviewed by independent auditors.
Privately held entities are also required to have their
financial statements audited by an auditor registered with
the Securities and Exchange Commission of Brazil (CVM)
when they meet the “large entity” criteria, which means:
•AThe entity has annual net revenues greater than
BRL 300 million or;
•AIts total assets are greater than BRL240 million.
Financial institutions or insurance companies (or any
other group of entities under the jurisdiction of the central
bank)2
are required to publish their annual and semi-
annual audited financials.
The tax authorities do not require the audited financials,
though the name of the independent auditor must be
reported in the company’s annual tax form.
AUDIT STANDARDS
In 2010, the Brazilian audit standards were converged
with the International Standards on Auditing (ISAs)
2 - The following groups of entities must have their financials audited by independent auditors registered with the CVM.
issued by the International Federation of Accountants
(IFAC) through the International Auditing and Assurance
Standard Board (IAASB).
BRAZILIAN GAAP AND IFRS
Law 11,638, enacted in 2007, modified the Brazilian
securities market. The accounting standard administrators
and regulators were already committed to seeking
alignment with the IFRS, and in 2010, the convergence
process was concluded for consolidated financial
statements. Stand alone financials are prepared under
accounting practices adopted in Brazil through the
application of the standards issued by the Accounting
Pronouncements Committee (Comitê de Pronunciamentos
Contabeis - CPC). These practices differ from IFRS
for separate financial statements only in relation to the
measurement of investments in subsidiaries, associates
and jointly-controlled entities which are based in equity
accounting, while IFRS requires measurement based on
the cost of fair value. Recent changes in IFRS reinstated
the equity method as acceptable. Therefore, this difference
will no longer exist.
Small and medium-sized companies (SMEs) may adopt
the IFRS for SMEs in Brazil. Alternatively, they can
apply the accounting practices adopted in Brazil, which
have now converged with IFRS.
11. 20LAW
21HOWTOESTABLISHACOMPANYINBRAZIL
TAX ENVIRONMENT
05.
TAXES IN BRAZIL
Brazil is generally considered a friendly tax environment,
but planning is essential to any business in the country.
CORPORATE TAXES ON PROFITS
There are two corporate taxes on profits in Brazil, and
their combined rate is approximately 34%. Generally,
the Corporate Income Tax (Imposto sobre a Renda das
Pessoas Jurídicas - IRPJ) has a basic rate of 15%, plus
a 10% surtax on annual taxable income that exceeds
BRL 240,000. The Social Contribution on Net Profits
(Contribuição Social sobre o Lucro Líquido - CSLL) is
applied at a base rate of 9%. This rate may be different for
financial institutions.
There are three major options for Brazilian legal entities
to calculate and pay corporate taxes on profits: the Actual
Profit System, the Presumed Profit System and the
“Simples” Regime.
The “Actual Profit System” corresponds to applying the
IRPJ and CSLL rates (34%) to the company’s net book
profits under Brazilian Generally Accepted Accounting
Principles (GAAP), adjusted by certain specific add-
backs and deductions.
The “Presumed Profit System” is based on a presumed
net profit, which is calculated by applying a predetermined
presumed profit rate on the gross revenues of the company.
The profit rates are determined by the federal government
and vary according to each company’s activity. However,
this system is not always possible because of several
restrictions, including a maximum turnover of BRL 78
million the previous year.
The “Simples” tax regime (Integrated Payment of Taxes
and Contributions from Micro and Small Companies)
is a simplified tax regime applicable to micro and small
companies that meet specific gross revenue thresholds
and other legal requirements. The “Simples” regime
allows these companies to calculate taxes applying
reduced rates and calculation bases, and it also provides
them with the possibility of paying several taxes together,
including federal (IRPJ, CSLL, PIS, COFINS, IPI, INSS),
state (ICMS) and municipal (ISS) taxes using one single
payment slip.
TAXES ON REVENUE - PIS AND COFINS
The Tax on Gross Revenues for the Social Integration
Program (Programa Integração Social - PIS) and the
Tax on Gross Revenues for Social Security Financing
(Contribuição para o Financiamento da Seguridade
Social - COFINS) are federal taxes charged on gross
revenues, on a monthly basis and under two regimes,
cumulative and non-cumulative.
Under the cumulative regime, the combined rate is 3.65%
and no credit mechanism is applicable. In other words,
under this regime, the PIS and the COFINS are cumulative
taxes, not to the value-added tax (VAT). Companies that
adopt the presumed profit system for taxes on profits must
calculate their PIS/COFINS under the cumulative regime.
Generally, companies under the actual profit system
will apply the non-cumulative regime, which subjects
taxpayers to a combined PIS and COFINS rate of 9.25%.
However, under this regime, tax credits for PIS and
COFINS levied on certain inputs are available.
Both PIS and COFINS are also due on the import of goods
and services, generally at a combined rate of 9.25%.
ICMS - VALUE-ADDED TAX ON GOODS
AND SERVICES
The ICMS is a type of value-added state tax generally
levied on imports (customs clearance), sales, transfers and
other transactions involving goods (including electricity),
inter-municipal and interstate transportation services and
communication services.
For imports of goods and transactions within the same
state, the regular ICMS rates range from 17% to 19%.
However, for some specific goods, the applicable rate on
import operations and sales within the state may differ
from the regular ones. When transactions involve two
different states, the rates are 7% or 12%, depending on
the states involved. The applicable rate is 4% on interstate
transactions with imported goods, regardless of the states
involved, with some minor exceptions.
The ICMS tax is also due either when a product is resold
in the domestic market or when it is physically moved
from a manufacturing facility.
Given the fact that it is a VAT, ICMS taxpayers are
generally entitled to a tax credit for the amount of the
tax paid in the previous transaction with the same goods
(inputs), provided that the purchaser is an ICMS taxpayer
regarding that product. The tax credit may be offset
against future ICMS payables.
Importers are generally entitled to recognize a tax credit
at the amount of the tax paid to be used to offset future
ICMS liabilities.
IPI - TAX ON MANUFACTURED PRODUCTS
The Tax on Manufactured Products (Imposto sobre
Produtos Industrializados - IPI) is a federal tax levied
on the import and manufacture of goods. It operates
like a value-added tax (VAT), which is charged on the
aggregated value of the final product. As a general rule,
IPI paid on a previous transaction can be used to offset
the IPI liability arising from subsequent taxed operations
as a tax credit.
The applicable rate depends on the product and its
classification under the Table of Tax on Manufactured
Products (TIPI), which generally follows the Brussels
HarmonizedTaxCodes.Theseratesmayvaryconsiderably,
from 0% to more than 300%, depending on the good. As
an excise tax, IPI rates can be higher for “non-essential”
products such as cigarettes, perfumes and others.
Since the IPI tax has a regulatory nature, the federal
government may increase or decrease its rates at any
12. 22LAW
23HOWTOESTABLISHACOMPANYINBRAZIL
time by decree as a way to implement financial and
economic policies.
On import transactions, as a general rule, an IPI tax credit
for the amount of the tax paid on the import is granted in
cases in which the subsequent transaction involving the
same product, or another product in the manufacture of
which the imported product was used, is subject to the IPI.
ISS - SERVICES TAX
The Services Tax (ISS) is a municipal tax levied on
revenues derived from the provision of services and on
the import of services. Although it is a municipal tax,
the specific services subject to the ISS are listed in a
federal law.
The tax base for the ISS is the price or value of the service.
The rates vary from 2% to 5%, generally depending on
the municipality where the service provider or imported
is located, where the service is provided and the type
of service.
II - IMPORT TAX
The Import Tax (II) applies to the CIF (Cost, Insurance,
Freight) value of imported products at variable rates. Since
it is a final tax, there is no tax credit granted. Therefore, it
is generally a cost for the importer.
IRRF - WITH HOLDING INCOME TAX
The Withholding Income Tax (Imposto de Renda Retido
na Fonte - IRRF) applies to certain domestic transactions
such as fee payments to service providers and financial
income from investments.
TheIRRFtaxisalsodueongeneralpaymentsbyaBrazilian
source to most non-residents (e.g. the payment of service
fees, license fees, interest, interest on net equity, royalties,
cost sharing, management fees, etc.). The rate depends on
the nature of the payment, the beneficiary’s residence and
the existence of double tax treaties. Normally, rates range
from 15% to 25%.
In addition to the Withholding Income Tax, an
Intervention in the Economic Domain Tax (Contribuições
de Intervenção no Domínio Econômico - CIDE) of 10% is
levied on payments to non-residents and includes certain
royalties, technical and administrative services and
technical assistance, among others. The CIDE is imposed
on the payment of the fees and cannot be reduced by
double tax treaties.
IOF - FINANCIAL TRANSACTION TAX
The Financial Transaction Tax (Imposto sobre Operações
de Crédito, Câmbio e Seguros - IOF) is a federal tax
levied on credit operations, foreign exchange transactions,
insurance and securities transactions executed through
financial institutions and includes inter-company loans
and some operations with gold.
The rates vary depending on the nature of the transaction
and the maturity term. Since IOF rates have been
constantly changing over the past several years, it is
highly recommended a careful and updated analysis of
this topic.
HIRING PEOPLE IN BRAZIL
06.
PAYROLL
Payroll in Brazil has many details, but it will be mentioned
the most important of our labor environment
•ACost of hiring a professional in Brazil is from
1.80 to 2.00%;
•AEmployment law is described in the Labor
Code, Labor Acts and Collective Labor
Agreements. Every company and employee must
belong to a union, and the employers must follow
the union’s collective labor agreements (and
Bylaws) related to the activity executed in Brazil;
•AThe standard work week is 44 hours, which
represents a working period of 8 hours a day,
including a one-hour lunch break;
•AThere is a statutory minimum wage defined
by law, which may be higher higher depending on
the collective labor agreement;
•AHoliday entitlement is 30 days per year.
In certain cases, the employee has the option
of receiving 10 days’ pay in cash. Before each
vacation period, the employee receives a 0.33%
premium for the vacation;
•AThereisagovernmentseveranceemployment
fund (FGTS), which is equivalent to 8% of the
employee’s salary and is deposited every month
by the employer into a blocked FGTS bank
account in the name of the employee. In the event
of unjustified dismissal, the employer has to pay
a 40% penalty on the FGTS over the amount
deposited in the FGTS bank account. Withdrawals
are authorized only under circumstances
established by law;
•AEach registered employee is entitled to an
Annual Christmas Salary, which is a mandatory
annual extra salary equivalent to one month of
salary and is usually paid in two installments,
typically November and December of each year;
•ATransport to work and meal vouchers are
typical benefits within collective agreements.
A health insurance policy, life insurance policy
and profit-sharing scheme are commonly-granted
benefits in the market.
PAYROLL TAXES
•AINSS (Brazilian Social Security Institute):
8-11% for employees and 20% for employers.
13. 24LAW
25HOWTOESTABLISHACOMPANYINBRAZIL
This is further increased by workplace accident insurance
and other contributions to governmental institutions such
as the National Service, etc. This could bring the total
combination of employer contributions to almost 29%.
Employee contributions to Social Security usually range
from 8% to 11% and must be withheld by the employer.
•AIRRF (Withholding Income Tax): from 7.5%
to 27.5% for employees.
The Brazilian source payments made to employees for
services must be withheld on a monthly basis.
Some other contributions:
PAYROLL OBLIGATIONS
Monthly filings
Number of admission sand terminations in the prior month – (CAGED - Cadastro Geral
de Empregados e Desempregados)
Form for FGTS payments – (GFIP - Guia de Recolhimento do FGTS e de Informações
à Previdência Social)
Contribution of FGTS and INSS – (SEFIP - Sistema Empresa de Recolhimento do FGTS
e Informações à Previdência Social)
Form for social security payments – (GPS - Guia de Previdência Social)
Form for payment of employee’s with holding tax – (DARF - Documento de Arrecadação
de Receitas Federais)
Filings
CAGED
GFIP
SEFIP
GPS
DARF
MOBILITY
RELOCATION OF FOREIGN CITIZENS TO
WORK IN BRAZIL
The increase of foreign investments in the Brazilian
market over the last few years has considerably enlarged
the relocation of members of the work force into
the country.
Foreign investors willing to establish a business in Brazil
or to relocate professionals to work or provide services
in the country must pay special attention to three main
issues:
•AImmigration aspects;
•ALabor rights and payroll obligation;
•AIndividual income tax.
IMMIGRATION
In general terms, foreign nationals (individuals, investors
or entrepreneurs) willing to do business or work in Brazil
must apply for a visa in accordance with the activities
to be performed, submitting the request to Immigration
Coordination of the Labor Ministry in Brazil. Therefore,
identifying and applying for the proper type of visa is the
first step to start a business and to perform remunerated
activities in the country.
Permanent Visa for Foreign Investors: Basically, a
foreign national willing to obtain a permanent visa as
an investor must invest at least BRL 150.000,00 in a
Brazilian corporation (capital stock, duly paid in) and
file a business plan (among other requirements). The
business plan consists of a detailed description of the
business activities to be developed, the functions of the
investor, entrepreneurship objectives, the importance of
the investment to the economic sector, business strategy,
a hiring plan for the first three years including the number
of employees, job positions and compensation plan, the
investment plan, and any additional details that might be
required.Assuming that all of the documents are presented
and requirements met, this visa will take up to 8 weeks to
be issued and is valid for up to 3 years.
Permanent Visa for professionals in management
positions with legal powers: This is applicable to
foreigners who come to Brazil as administrators /
Directors / legal representatives / councilmen and have
managerial powers over a company, commercial group or
economic conglomerate in Brazil. The main requirement
for requesting this kind of visa is that there is an investment
(direct or indirect) from a foreign company in a Brazilian
company. There are two possible investment options:
•AEqual to or greater than BRL 600,000.00 (six
hundred thousand Reais), duly registered at the
Central Bank of Brazil, with a visa granted for 5
years unconditionally; and
•AEqual to or greater than BRL 150,000.00 (one
hundred and fifty thousand reais), duly registered
at the Central Bank of Brazil, with the visa valid
initially for 2 years and requiring the creation of
10 new jobs.
Temporary Work Visas: Temporary visas are divided in
subcategories and will be granted according to the activity
to be performed in Brazil:
•A90 day technical visa. This type of visa is
strictly consular visa since May 9, 2013, can now
be filed directly at the Brazilian consulates and
does not requires authorization from the Ministry
of Labor. This visa is applicable for short-
term work assignments of a technical nature and
cannot be used for administrative, financial or
managerial activities;
•A1-year technical visa, usually applicable
for foreign nationals who will be performing
technical activities and will transfer a certain level
of know-how to local employees. Home and host
companies must have a valid Technical Services
Agreement, and the foreign national must have
at least three years of relevant professional
experience to apply for this visa. This type of visa
can be renewed for another period of 1 years and
salary fully paid by home country company;
•AWork Contract Visa initially valid for a two
years period, this visa is applicable for foreign
14. 26LAW
nationals who will perform administrative,
financial or managerial activity and will have an
employment relationship with the Brazilian entity,
receiving at least part of the salary from Brazilian
payroll. Split salaries are acceptable for this
purpose. Some conditions apply to the salary and
the Brazilian company must respect the pro-rata
of ⅓ foreign employees to ⅔ national employees.
The total payroll of the Brazilian company must
respect the same proportion. Under this visa type,
the foreign national must prove at least one year
of relevant professional experience (if he or she
holds a graduation diploma), or at least nine years
of education and two years of relevant experience
(in the absence of a graduation diploma). After
the initial two-year period under this visa, the
foreign national can apply for a conditional
permanent residence.
The immigration condition will determine the point at
which the professional becomes responsible for Brazilian
income taxes as well as the labor/payroll obligations.
LABOR ASPECTS
Despite the great need for qualified labor in Brazil, some
legal restrictions are imposed on the process of hiring
foreign professionals as regular employees of an entity in
Brazil (with a labor contract in Brazil), under the pretext
of safeguarding local employment.
The Brazilian labor law imposes a limit based on a ⅔
rule in which legal entities are required to maintain a
proportion of two Brazilian employees to everyone foreign
employee. This ratio also applies for payroll purposes.
The Brazilian Labor Law also ensures specific rights
for regular employees (regardless of citizenship), such as:
30 days’ vacation for each year of work (or pro-rata), ⅓
of the monthly salary as additional vacation payment, an
annual Christmas Bonus Salary – 13th
salary, severance.
The labor rights do not necessarily apply to statutory
professionals (investors, statutory directors, legal
representatives), but can be offered by the company.
In addition to that, social security contributions are due
by the parties, the employer and employee. It is important
to emphasize that labor rights and social contributions
shall levy on global compensation. Therefore, it is
highly recommended that analyze employer costs on
the compensation package to be offered to professionals
assigned to Brazil for optimal budget management.
INCOME TAX ASPECTS
All individuals considered as residents of Brazil are subject
to an income tax on worldwide income on a cash basis
(“pay-as-you-earn” system). The tax year is from January
1st
to December 31st
. However, for the year in which a
foreign citizen becomes a resident of Brazil, the tax period
will be from the residency date to December 31st
.
Foreign citizens arriving in the country and holding a
Permanent Visa or Temporary Visa with a local labor
contract are considered residents of Brazil for tax
purposes as from the first date of entry into the country
with such visas.
Exceptions apply to members of theAdministrative Board,
even if they hold permanent visas, and also to the holders
27HOWTOESTABLISHACOMPANYINBRAZIL
of temporary work visas without employment contracts
in Brazil. Generally, tax residency will be acquired on
the date on which the individual exceeds 183 days in the
Brazilian territory during a rolling 12-month period.
The income tax rate in Brazil ranges from 0 to 27.5%,
as based on a progressive tax table. For 2015, annual
income over BRL 55,373.55 is taxable at the maximum
rate of 27.5%.
An individual resident of Brazil will be liable for tax
compliance with the following:
•AMonthly income tax return on worldwide
income – “Carnê-leão”;
•ACapital gains taxation on the sale of assets
and rights;
•AAnnual income tax return (Declaração do
Imposto sobre a Renda da Pessoa - DIRPF), to be
filed from March to April;
•ADeclaration of Brazilian Capital Abroad
(Capitais brasileiros no exterior - CBE),
applicable to individuals with more than USD
100,000.00 of wealth located outside of Brazil;
•ATermination of the fiscal residence when
permanently leaving the country.
15. 29HOWTOESTABLISHACOMPANYINBRAZIL
FINANCING GROWTH
07.
FINANCING BRAZILIAN OPERATIONS
AND REPATRIATION OF PROFIT
All foreign investments (equity or debt) must be properly
registered with the Brazilian Central Bank (BACEN)
in order to enable future repatriation of capital and
remittance of dividends, interest on net equity and inter-
company invoices.
Brazilian legal entities can be financed through equity
and/or debt.
International Companies decide how they will finance
operations in Brazil in different ways, basing this decision
on corporate requirements.
The first foreign exchange inflow of the Brazilian entity
is commonly the capital inflow, as set forth in the Bylaws.
It is important that the wire transfer originates from
the bank account of the majority shareholder and the
SWIFT message3
clearly states that it is direct investment.
The Bylaws must reflect subsequent capital increases
through amendments.
CROSS-BORDER CAPITAL
CONTRIBUTIONS TRIGGER IOF AT A
0.38% RATE
Another financial possibility is through loans. All wire
transfers need to be registered with the Brazilian Central
Bank, as does the loan agreement.
If the term of the loan is fewer than 181 days, IOF will
be paid by the borrower. Payments on the principal of the
loan are not considered tax events, but interest payments
are subject to a with holding tax.
Since January 2013, the Brazilian Government has set the
interest rates for loans:
•AThe rate of Brazilian sovereign bonds issued in
US dollars on international markets – to be used
for loans in US dollars with fixed interest rates;
•AThe rate of Brazilian sovereign bonds issued
in Brazilian Reais on international markets – to
be used for loans in Brazilian Reais with fixed
interest rates;
3 - SWIFT: A procedure used in order to send secure electronic payment messages abroad.
28LAW
•AThe rate to be set by Brazil’s Ministry of
Finance – to be used for loans in Brazilian Reais
with floating interest rates; and
•ALIBOR4
6-month rate, to be issued in all
other cases.
The spread on the interest rates shall be based on the
average rates of the financial market and will be set by the
Ministry of Finance. Interest rates above these levels will
not be deductible for corporate tax purposes.
Loans in foreign currency trigger the booking of foreign
exchange variation exposure, depending on the foreign
exchange fluctuation.
REPATRIATION OF PROFITS
The most common type of repatriation of profits is
through dividend distribution: Dividends are paid
based on the net accounting income after taxes and are
not subject to a withholding tax or IOF. Payment can
only be executed to shareholders, and disproportionate
payments are allowed (for example, dividends paid to the
99% foreign shareholder).
Any such payment needs to be agreed upon at a
shareholders’ meeting, and registered with the Board
of Trade and the Brazilian Central Bank before it can
be executed.
Another possibility is interest on net equity, which is
calculated by applying the long-term interest rate on the
adjusted equity (book value as per Brazilian GAAP),
considering all the equity variations that occurred during
the year.
Payment and tax deductibility of INE are limited to
whichever is greater - 50% of the net accounting income
or 50% of retained earnings and profit reserves. A 15%
withholding tax is applicable to this payment.
4 - The 6-month LIBOR (London Interbank Offered Rate) rate is the interest index at which selected banks can borrow US dollars from one another.
16. 30LAW
31HOWTOESTABLISHACOMPANYINBRAZIL
THINKING COMPLIANCE WHEN ESTABLISHING A
BUSINESS IN BRAZIL
08.
When investing in Brazil, compliance rules are of
extreme relevance. The business community is a whole
serious and responsible, however as in every country, one
must be cautious about unknown variables, and cultural
differences. It is highly recommended seeking advice
from attorneys or consultants when in doubt.
You must be aware of the fact that breaches could trigger
FCPA (Foreign Corrupt Practices Act)/UKBA (United
Kingdom Bribery Act) violations as well as the local
Anticorruption 12,846/13 or Antitrust 12,529/11 laws – or
even the Brazilian Criminal Code.
There are differences between the FCPA and the Brazilian
AB (Anti-Bribery) legislation when structuring a
compliance program and supporting legal process within
the government. Documentation in a foreign language
given to employees and offered to court as evidence, for
example, could easily be challenged.
One of the main items observed in the Brazilian AB Law
is there evidence of “undue advantage”.
•AStrict liability rule: This means that a person
is legally responsible for the damage and loss
caused by his/her acts and omissions regardless of
cupability. Fines can be as high as 20% of yearly
revenue, and will not be less than the advantage
obtained or damaged caused.
Moreover, Decree 8,420/15 Art. 42 highlights 16 items
that a company should have implemented in order to
prove its effective compliance framework. The items in
the Decree are comparable to a certain extent to what the
SEC (Securities and Exchange Comission in the USA)
presented on its “Resource Guide to the US FCPA”,
though an important level of adaptation is required to
avoid overlooking local laws. The Resource Guide was
published in 2012 and can be found in the department of
Justice website.
ANTITRUST
Businesses in Brazil are still in early stages of development
or have a very limited number of players in several
industries. Despite the small competition, associations are
present and competitors know each other very well.
Moreover, bid rigging has been the focus of the main
investigations by Brazil’s Federal Trade Commission
(Conselho Administrativo de Defesa Econômica -
CADE). Market concentration is an issue in Brazil, and
it is well-defended by the country’s antitrust law and
enforced by CADE.
HUMAN RESOURCES
The issues of training against corruption, preventing
or detecting it are recent to the Brazilian business
environment, which are being discussed at corporate and
regulatory level; market rules are still being established. It
is essential using third parties for recruitment and selection
of Brazilian staff, especially if this is a new Market for the
company, as well as establishing a compliance program
that will mitigate risks.
MERGERS & ACQUISITIONS
The M&A process is complex and used to increase the
opportunities of successful acquisitions or mergers. In
Brazilian companies, the practice must be preceded by
a careful evaluation not only of the operations and the
financial, tax legal and labor hard aspects, but also of the
cultural environment and human capital.
It is recommended the engagement of local professionals
who will be able to analyze documentation, and also flag
management or cultural discrepancies.
Post-acquisition action plans should be made in order
to avoid surprises. If you are looking into an M&A
transaction, it is important to train your team, set up
whistle-blowing channels and have people ready to
deploy in case of an internal investigation.
DespitethefactthatitisnewformostBrazilians,designing
a strategy for compliance while doing business requires
caution and a great level of localization. Learning the
right paths in highly-regulated industries or when doing
business is essential for the success and sustainability in
the country. It is of relevance to understand compliance
risks, especially in potential acquisitions, JVs, hiring
people and dealing with third parties.
17. 32LAW
ABOUT OUR SPONSORS
09.
GRANT THORNTON
Grant Thornton is one of the world’s leading organizations
of independent assurance, tax, advisory and outsourcing
firms, with more than 40,000 people in 131 countries. In
Brazil, you can count on more than 1,100 professionals in
eight Brazilian cities, all of whom are adept at providing
customized solutions to advance the growth of your
business in the country.
OUR SOLUTIONS
Audit - Our professionals have extensive knowledge
of international accounting standards (IFRS), as well as
Brazilian standards (CPC), and US GAAP.
Taxes - We provide strategic solutions in taxes and
corporate governance on tax terms and value-added
services through the study of tax legislation, jurisprudence
and doctrine. These are essential factors for a company’s
competitiveness and success in Brazil.
Advisory - We provide specialized services in business
strategy, corporate finance, risk and compliance, offering
a full range of solutions to our customers.
Transactions - We provide merger and acquisition
services that enable organizations to define the best
growth strategy.
Outsourcing - We provide specialized professionals to
take care of your company’s back office operations, such
as accounting, taxes, payroll and finance, so that you can
dedicate your time to the growth of your business.
We are a leading business adviser who helps dynamic
organizations around the world unlock their potential for
growth by delivering meaningful and forward-thinking
advice. We do this by delivering real insight through a
combination of technical rigor, commercial experience
and intuitive judgment.
Our strong global organization, combined with our
understanding of both the local and foreign market,
means Grant Thornton can support you in every step of
establishing a company in Brazil.
For more information, please contact:
Grant Thornton Brazil
Phone: (55) 11 3886-2323
Email: howto.brazil@br.gt.com
Website: www.grantthornton.com.br
18. VISIT THE HOW TO WEBSITE:
www.amcham.com.br/howto
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GOIÂNIA
Av. T-63 – Qd. 145 – Lote 08/09
Ed. New World – Sala 1005 - Setor Bueno
CEP 74230-100 – Goiânia, GO
Tel.: (55 62)3275-6010 • Fax.: (55 62)4006-1172
amcham.goiania@amchambrasil.com.br
JOINVILLE
R. Dr. Plácido Gomes, 610 - Sala 202
Edf. Dona Tereza - Sala 202 - Anita Garibaldi
CEP 89202-050 – Joinville, SC
Tel.: (55 47) 3432-7474
amcham.joinville@amchambrasil.com.br
PORTO ALEGRE
Av. Dom Pedro II, 861 – 8º andar – Higienópolis
CEP 90550-142 – Porto Alegre, RS
Tel.: (55 51) 2118-3705
amcham.portoalegre@amchambrasil.com.br
RECIFE
Av. Eng. Antônio de Góes, 742
CEP 51110-000 - Recife, PE
Tel.: (55 81) 3205-1850 • Fax: (55 81) 3205-1865
amcham.recife@amchambrasil.com.br
RIBEIRÃO PRETO
Avenida Wladimir Meirelles Ferreira, 1525
Ufficio Commerciale San Paolo, salas 1 e 2
CEP 14021-630 – Ribeirão Preto, SP
Tel.: (55 16) 2132-4599 • Fax: (55 16) 2132-4563
amcham.ribeiraopreto@amchambrasil.com.br
SALVADOR
Avenida Tancredo Neves, 1632
Edf. Salvador Trade Center
Torre Norte, sala 1307 – Caminho das Árvores
CEP 41820-020 – Salvador, BA
Tel.: (55 71) 3480-3481
amcham.salvador@amchambrasil.com.br
SÃO PAULO
Rua da Paz, 1431 – Chácara Santo Antônio
04713-001 – São Paulo, SP
Tel.: (55 11) 4688-4102 • Fax: (55 11) 5180-3777
ombudsman@amchambrasil.com.br
UBERLÂNDIA
Av. João Naves de Ávila, 1331, 10º Andar, Sala 1 – Tibery
Center Shopping - UBT(Uberlândia Business Tower)
38408-902 - Uberlândia, MG
Tel.: (55 34) 2101-4100
amcham.uberlandia@amchambrasil.com.br