[ESTABLISHING A BUSINESS ENTITY IN BRAZIL] 69
The S.A. also needs to open and register certain corporate books. 4. Registrations. After its formation, the Brazilian company shall obtain the following basic additional registrations, whenever applicable: (a) Federal Taxpayer Registration (CNPJ/ME): - required for all companies. The registration with the Federal Revenue is obtained simultaneously with the registration with the Board of Commerce, upon the company’s incorporation. After such registration, the company will be able to open a bank account and sign contracts. (b) Registration of the Ultimate Beneficial Owner: All entities holding equity interest in Brazil must inform their "ultimate beneficial owner" to the tax authorities. The "ultimate beneficial owner" is any individual who: (i) holds, directly or indirectly, more than 25% of the capital of the company or (ii) regardless of the equity interest, directly or indirectly, controls or has the power to elect the majority of the administrators of the company. (c) State Registration (required only for companies involved, directly or indirectly, in the manufacture or sale of goods). The registration is obtained simultaneously with the registration with the Board of Commerce, upon the company’s incorporation. After such registration, the company will be able to issue invoices related to the manufacture or sale of goods. (d) Municipal Taxpayer Registration (CCM - required for all companies). This registration is made after the registration with the Board of Commerce and Federal Revenue.
(e) Municipal Service Tax Registration (ISS - required for companies involved, directly or indirectly, in the rendering of services). After such registration, the company will be able to issue invoices related to the rendering of services. (f) Ministry of Labor and Social Security registrations (required for all companies). (g) Brazilian Central Bank (required for all companies with foreign partners/shareholders). (h) SISCOMEX (Integrated System of Foreign Trade - required for companies operating in foreign trade in Brazil, performing imports or exports), for the obtaining of an import license called “Radar” – Registration System for Tracking the Activities of Foreign Intermediaries. The granting of a Radar license is subject to the confirmation of the existence, the substance, and the financial and operating capacities of the company. There are three different types of import license: ( i ) "Express”, ( ii ) "Limited" and ( iii ) "Unlimited": (i) Express Radar. The Express Radar is only applicable to ( i ) publicly held S.A.; ( ii ) financial institutions; ( iii ) companies solely or partially held by the government; and ( iv ) companies operating export transactions which aggregate amount in any deemed period of six consecutive months is lower than or equal to USD 50,000; (ii) Limited Radar. Under the "Limited" type of Radar, the company may import only up to USD 150,000 per semester. Such kind of Radar is indicated for companies that will import or export lower volumes. The procedure to obtain the "Limited" Radar is simpler and only requires the submission of an application request
ILN Corporate Group – Establishing a Business Entity Series
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