Brazil: 在巴西成立业务的五大步骤

在巴西成立和营运业务相当复杂,而且您需要深入了解所有规则和条例。

要在巴西营运,公司必须通过五个关键步骤,以完成设立企业的整个过程,其中,每个步骤均涉及琐碎事项。在巴西成立新公司的整体过程预料需时60至90天,另外还需开设银行户口的时间。

1. 拟定计划作充足准备

在巴西成立业务的第一步是拟定计划,并且收集所有您在过程中需要提交予有关当局的必要资料。您必须先决定要以什么类型的企业在巴西营运,选项包括企业、有限责任公司或分行。另一个较新的选项是"个人有限责任公司"(Eireli),这只需要一名股东和属于最低资本要求的企业。在巴西,约有90%的公司都选择注册为有限责任公司。您选择的企业类型应基于公司在巴西的未来计划和活动。这些计划必须提前拟定,包括具体的业务活动,以及企业会在巴西的哪一个地点进行营运。这是必要的,因为每一个地区都有不同的税法和规则,取决于业务活动的类型。当您在市政局注册后,这些税法和规则将立即生效。

在规划阶段,企业也必须选择一个与业务活动兼容的地址。例如,工业类别的企业不能选择在商业区或住宅区营运。注册公司章程必须列出地址,所以您在注册公司前,必须先完成此任务。

在巴西成立公司的另一项要求是,企业名字必须包含业务活动类型。如果您即将成立一家建筑公司,其名字必须包含"建筑"字眼。尽管如此,您在注册时仍可使用商用品牌名称而无需形容活动内容。

此外,公司章程也必须记录成立企业的资本金额及支付时间。这表示公司在拟定计划的阶段就必须决定资金数额和支付时间。

2. 注册公司章程

规划阶段结束后,公司章程所需的资料理应准备妥当,您可以将表格呈交给贸易局,注册成本因不同的州而异。公司章程必须包含:

  • 实体名称
  • 商业地址
  • 股东
  • 资金
  • 业务活动
  • 公司名称
  • 公司行政人员(必须是巴西公民)

3. 在政府机构注册

注册过程的下一步是向不同的政府机构注册。企业必须在巴西税务局、市政局和州政局注册。另外,企业也必须根据其业务活动向个别工会注册。一些特定的行业,例如律师、会计师和制药等也必须向指定公共机构注册。每个机构的注册费用和程序各异,这增加了复杂性和时间成本。

4. 在巴西中央银行注册公司

这一步十分关键,亦是拥有外国股东的企业必做步骤。企业将得到一个纳税人身份号码,可以用于任何进入巴西的汇款交易。此步骤能在网上完成,但您必须提供所有关于最终受益人(UBO)的资料。

5. 开设银行户口

虽然这是成立公司的最后一个步骤,但却十分复杂和耗时。由于银行推行"了解您的客户"程序,因此开设户口的过程有可能会需要几天或最高三个月的时间,具体需时则取决于您与银行的关系及您的财务状况。

开设银行户口所需文件包括:

  • 股东文件
  • 公司章程
  • 纳税人身份号码

TMF Group

TMF巴西办事处可以在整个企业成立过程中为您提供指引。我们了解每个步骤的重要性,并且知道失误对您业务和税务的影响。我们的专业人士擅于在每个过程为您导航,确保呈交给相关机构的所有文件都正确无误,缩短您的企业的周转处理时间。一般上,成立企业需要60至90天时间,但我们的专家可将其缩短至15至20天。我们具备本地专业知识,是您在巴西营商的最佳伙伴。 欢迎联系我们。

想了解更多在巴西营商的资讯?欢迎下载 费的国家概况指南

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