Investors who choose to open a joint stock company in Brazil are required to follow a set of mandatory steps, as well as register the business with the. This business form is suitable for large corporations and, in most situations, it will be subject to more complex requirements, compared to other business forms.
Understanding the conditions for company creation is essential before starting a business. Our agents specializing in company formation in Brazil assist investors who wish to open a joint stock company or any other type of business entity.
Joint stock company formation steps
Setting up a joint stock company in Brazil offers benefits such as limited liability and access to funding, however, investors should also be mindful of the complex tax regulations and mandatory registration and licensing processes.
To form a joint stock company in Brazil (the SA company), you must register with the Board of Trade and obtain a CNPJ number. You will also need to draft articles of incorporation and, once the company is registered, comply with the requirements for listing the business on the stock exchange, as well as with other provisions.
Our team summarizes the most important steps if you wish to open a joint stock company in Brazil:
- Choose the company name: you will need to find, and reserve a unique name; it cannot infringe on other existing company names;
- Determine the shareholding structure: the joint stock company needs to have at least two shareholders and the directors need to be Brazilian residents; our team can give you more details about these specific requirements;
- Prepare the documents: these are the company’s constitutive documents, its Articles of Association and Memorandum; our team can help you draw these up according to the joint stock’s particularities;
- Register the new business: register the company with the State Board of Trade, after which you will obtain a tax number.
In addition to the registration mentioned above, the joint stock will also need to be registered with the Ministry of Labor, and the social security system, in order to comply with the requirements for hiring employees in Brazil.
Foreign investors can reach out to our Brazil company formation agents as soon as they decide to set up a business. Not only can we assist throughout all the needed registration with the authorities, but we can also guide investors when first choosing a suitable business form.
Our team can also provide you with details, and answer your questions if you want to open a branch in Brazil. This can be a suitable option for companies operating in certain business fields, such as banking or other financial services, however, we recommend getting in touch with us in order to understand the set-up requirements.
Joint stock company taxation in Brazil
Apart from the registration and licensing requirements that are mandatory when opening a new joint stock company, investors should also be informed regarding the taxation regime applicable to these companies in Brazil. Our team lists the main taxes for joint stock companies below:
- 15% corporate income tax (effective rate of 34% including the surtax);
- State VAT between 4% and 25% depending on the types of goods and services offered;
- Federal excise tax with an average rate of 20%;
- Municipal tax with rates between 2% and 5%;
- Other federal social contributions and social security contributions (8% of the wage of each employee’s wage, and others).
Investors who open a joint stock company in Brazil have the advantage of entering a growing market presenting ample opportunities. Proper planning, as well as the assistance of a local team of experts, such as our own, is essential for foreign investors who are setting up a company in Brazil for the first time. If you are ready to open a company, we can also assist with trademark registration.
Contact our Brazil company formation specialists for complete assistance during the setup of the joint stock company. We offer tailored solutions and provide guidance throughout the pre- and post-registration steps.