09.05.2008
Procedure to open a business
Procedure 1
Check company name with State Commercial Registry Office
Time to complete: 1 day (1 hour)
Cost to complete: R$ 9
Comment: The entrepreneur checks whether the company name exists in the state of São Paulo, a process that takes an hour to complete on average. For a federal check, a request for extension must be submitted to the Board of Trade (Junta Commercial).
Procedure 2
Pay registration fees
Time to complete: 1 day
Cost to complete: see following procedures
Comment: A receipt of payment must be obtained for use in the Procedure 3.
Procedure 3
Register with the commercial board of the state where the main office is located and obtain identification number (NIRE)
Time to complete: 1 day
Cost to complete: R$59.06 registration +
$100 (expediting fee)
Comment: Depending on the company
activities (business or civil), its corporate acts (articles of association and
amendments) should be registered either with the Board of Trade (Junta
Comercial) or with the Registry of Civil Companies. The registration cost for a
limited liability company before the Board of Trade of the state of São Paulo
is about BRL 60,000. The cost for registration of a limited liability company
before the Registry of Civil Companies depends on the amount of corporate
capital of the company to be incorporated. Only for “civil companies” must
signatures on articles of incorporation be authenticated before a notary public
before registration and filling with a registry of civil companies. To take
advantage of expedited registration of the company's articles of association
and amendments with the Board of Trade of the State of São Paulo, most
entrepreneurs choose to register either with Sindicato da Micro e Pequena
Indústria de São Paulo (SIMPI) at www.simpi.com.br or with Associação Comercial
de São Paulo (ACSP) at www.jucespacsp.com.br. An additional fee of BRL100
applies for expedited service. In this case, the registration will be completed
within 24 hours. The entrepreneur completes the form online (at
www.jucesp.sp.gov.br) and takes it with the corporate acts (articles of
association and amendments) to be registered with the Board of Trade (Junta
Comercial). For a limited liability company, registering before the Board of
Trade of the state of São Paulo costs about BRL 60,000. To accelerate document
registration, the Board of Trade of the state of São Paulo is implementing an
electronic system that accepts both electronic and physical forms (so far,
however, this has not reduced registration time).
Procedure 4
Register for federal and state tax
(Secretaria da Receita Federal do Ministério da Fazenda, SRF/MF), obtain the
CNPJ number, which also registers employees with the National Institute of
Social Security (Instituto Nacional da Seguridade Social, INSS)
Time to complete: about 1 month (including
inspection visit)
Cost to complete: no charge
Comment: One of the company managers will
be accountable to the Office of Federal Revenue of the Finance Ministry
(Secretaria da Receita Federal do Ministério da Fazenda, [SRF/MF]) an entity
similar to the IRS. Employer enrollment with the Institute of Social Security
(Instituto Nacional da Seguridade Social, INSS) is automatically completed by
the Office of the Federal Revenue and the National Registry of Legal Entities
(Cadastro Nacional de Pessoas Jurídicas [CNPJ], formerly Cadastro Geral de
Contribuintes [CGC]). The Normative Rule, IN 568, issued on September 8, 2005
by the Office of Federal Revenue, requires that the relevant company obtain
licenses from Compania de Tecnologia de Saneamento Ambiental (CETESB) and/or
from the Sanitary Surveillance Department (depending on its main activities).
Licenses must be issued before registration in the CNPJ is granted (enrollment
for the taxpayer’s tax). For example, industrial and pharmaceutical companies
are required to obtain a previous license from the CETESB before applying with
the CNPJ. The process at the CETESB, however, will be completed only by
obtaining the installation permit and operating license from the CNPJ. The
licenses from CETESB and/or the Sanitary Surveillance Department are necessary
to complete the state regular process. Normative Rule IN 568 regulates only the
CNPJ registration process and not the licenses from CETESB and the Sanitary
Surveillance Department. After the Office of Federal Revenue issued
Administrative Regulation No. 632/06 to implement the Programa Gerador de Dados
(PGD), which is an administrative project in development, the registration
process was synchronized across the federal revenue and tax authorities of both
the state and the city of São Paulo, which allows the sharing of company
registry data. When the company requests the CNPJ number, the SRF/MF, via an
internal system, informs the tax authorities of São Paulo of that request. Once
the company obtains registration in the CNPJ registration, its legal
representative visits the Office of Federal Revenue to confirm the information
contained in the forms presented to Secretaria da Receita Federal do Ministério
da Fazenda (SRF/MF1). State tax authorities schedule an official inspection of
the company's head office before approving its registration. Registration of
businesses before the SRF/MF (to obtain the CNPJ number) and before the tax
authorities of the state of São Paulo is done simultaneously.
Procedure 5
Confirm INSS enrolment
Time to complete: 1 day (simultaneous with
previous procedure)
Cost to complete: no charge
Comment: The company information must be
entered on forms available on the Internet. After about 4 days, the company’s
legal representative will go to the Office of Federal Revenue to confirm the
information in the forms. Only firms that purchase or sell goods must register
with the state tax authority. The state registration is done before the
Secretaria da Fazenda Estadual of the State of São Paulo, and the municipal
registration, before the Municipality of São Paulo at the Secretaria de
Finanças e Desenvolvimento Econômico.
Procedure 6
Receive state tax inspection
Time to complete: 1 day (simultaneous with
previous procedure)
Cost to complete: no charge
Comment:
Procedure 7
Get the authorization to print
receipts/invoices from the Secretaria da Fazenda Estadual
Time to complete: 1 day
Cost to complete: no charge
Comment: Once the company is registered
with the Secretaria da Fazenda Estadual, a specific form (known as the AIDF)
must be presented to that authority.
Procedure 8
Register with the Municipal
Taxpayers’ Registry (Secretaria de Finanças e Desenvolvimento Econômico)
Time to complete: 5 days
Cost to complete: no charge
Comment: An enrolment form must be
delivered to the municipality.
Procedure 9
Pay TFE to the Municipal Taxpayers’
Registry
Time to complete: 1 day (simultaneous with
Procedure 5)
Cost to complete: R$ 300 (for retailing
business), may vary in accordance with the company’s activities
Comment: The proof of payment of the
location, installation, and operation tax (TLIF) has been replaced by a new
tax, the taxa de fiscalização de estabelecimento (TFE). The main difference
between the TLIF tax and the TFE tax is the basis for the annual rate: The TLIF
is based on the company’s number of employees, and the TFE is based on the
company’s corporate purpose. The annual rate of the TFE may vary from BRL
100,000 to BRL 12 million. Once the company has been registered with the
Secretaria de Finanças e Desenvolvimento Econômico, it shall pay an annual fee
for the control and fiscalization of the compliance with municipal laws. This
payment is due on the tenth day of the second month following commencement of
company operations. The TFE tax is related to the operations permit (alvará de
funcionamento).
Procedure 10
Get the authorization to print
receipts/invoices from the Secretaria de Finanças e Desenvolvimento Econômico
Time to complete: 1 day
Cost to complete: no charge
Comment: Upon registering the company at
the Secretaria de Finanças e Desenvolvimento Econômico, the company must file a
specific form (known as the AIDF) and present it to that authority, along with
Book No. 51 and Book No. 57.
Procedure 11
Order receipts/invoices (notas fiscais)
with CNPJ numbers from authorized printing companies
Time to complete: 3 days
Cost to complete: R$ 600 (R$0.6 per page,
assume printing 1000)
Comment:
Procedure 12
Obtain fire brigade license
Time to complete: procedure 11-13 takes 120
days
Cost to complete: no charge
Comment: To obtain the operational license,
the company must first obtain the fire brigade license and, if necessary, the
sanitation license, the CETESB license, and the police license. All licenses
are requested at the same time, though such requests must precede that for the
operational license.
Procedure 13
Inspection from the Fire Brigade
Time to complete: included in the previous
procedure
Cost to complete: no charge
Comment:
Procedure 14
Apply to the municipality for an operations
permit (Alvará de Funcionamiento)
Time to complete: included in the previous
procedure
Cost to complete: no charge
Comment: After registration with the
Secretaria de Finanças e Desenvolvimento Econômico, the company has 30 days to
apply for the operations permit (alvará de funcionamento) by filling out the
proper forms and submitting the required documents. The operational license is
a prerequisite for the company to begin operations. However, because of
practicalities and the long processing time to obtain the license,
municipalities have permitted companies to operate provided that they pay the
TFE. An inspection to obtain the municipal license is necessary but not
mandatory. The inspector shall verify whether the company is respecting such
municipal laws as zoning laws.
Procedure 15
Register the employees in the social
integration program (Programa de Integração Social, PIS)
Time to complete: 1 day, simultaneous with
Procedure 13
Cost to complete: no charge
Comment: After duly registering the new
employees in the social integration program (Programa de Integração Social,
PIS/PASEP), the employer must open an Fundo de Garantia por Tempo de Serviço
(FGTS account for each employee). To open the account, the company's
representative or attorney-in-fact must go to any local branch of the federal
savings bank (Caixa Economica Federal) with a copy of the company's taxpayer
registry number (CNPJ/MF), the adhesion form issued by the Federal Saving Bank
(Caixa Economica Federal), the list of employees, and the company's articles of
association or bylaws. Upon opening the employee FGTS accounts, the company
will make monthly deposits equal to 8.5% of the total payroll, of which 8% is
allocated for the employees and 0.5% for the government. The employees are
entitled to withdraw those deposits for specific events provided by law
(termination without cause and serious disease or disability, among others). A
new online procedure (Sistema Empresa de Recolhimento do FGTS e informações à
Previdência Social, SEFIP) was developed to speed up FGTS payment and
information exchange between the employer and the federal savings bank. SEFIP
can be accessed through the Federal Savings Bank’s Web site. This procedure
permits the online transfer of data, creating a company file with all
information required by the FGTS and Social Security. After the referred data transmission,
the program issues a tax payment form (guia de recolhimento do FGTS) necessary
for employer contribution payment.
Procedure 16
Open a special fund for unemployment (FGTS)
account in bank
Time to complete: 1 day, simultaneous with
Procedure 13
Cost to complete: no charge
Comment: After duly registering the new
hire in the employee registry book (livro de registro de empregados), the
employer must proceed to register the employees in the social integration
program (Programa de Integração Social, PIS/PASEP). The PIS/PASEP registry is
intended to identify the worker in order to establish an unemployment guarantee
fund (FGTS) account, to request unemployment insurance, and to be entered in
the National Registry of Social Information (Cadastro Nacional de Informações
Sociais). The employee must thus be registered into the PIS/PASEP to not only
set up an FGTS account but also to be eligible for unemployment insurance, if
necessary. To register the employee, the employer must complete a PIS/PASEP
registry form (documento de cadastramento do trabalhador, DCT), to be delivered
to the federal savings bank responsible for the FGTS account. The enrollment is
completed in about 5 to 10 business days from application if all enrollment
requirements are met. The employee is enrolled with the Social Integration
Program (Programa de Integração Social, PIS) upon entry, and if the employee
has already a PIS/PASEP registry, the employer must only inform the Federal
Savings Bank of the new employment relationship. The employer will obtain the
receipt of the application to PIS within 15 days.
Procedure 17
Notify the Ministry of Labor
(Cadastro Geral de empregados e desempregados, CAGED)
Time to complete: 1 day (trivial) ,
simultaneous with Procedure 13
Cost to complete: no charge
Comment: Pursuant to applicable
legislation, the employer must inform the Ministry of Labour of any new hires
or employee dismissals, as well as any transfer to another locality. The
employer must make that notice to the local department of the Ministry of Labour
(Delegacia Regional do Trabalho) by the seventh day of the month subsequent to
the month of the event, through delivery of a written notice by postal mail or
the Internet. Delay in delivering that information makes the company liable for
a fine calculated according to the number of employees in question and the
duration of delay. In addition, the company must submit annually to the Labour
Ministry the “annual report of social information” (relação anual de
informações sociais, RAIS), which contains information on company employees
(name, salary, admission date, and employment booklet number, among others).
Procedure 18
Registration with the Patronal Union and
with the Employees Union.
Time to complete: 5 days, simultaneous with
Procedure 13
Cost to complete: Annual fee to be paid
depending on the Union.
Comment: Pursuant to labor law,
registration with the employees union is mandatory and ensures that the company
is obeying employee labor rights. Each municipality and state must have unions
that represent the activities performed by the company. Once a year, employees
and employers must contribute to their representative employee unions and
employer associations an amount equivalent to one day’s salary (regardless of
whether they are affiliated to the union or association). The employer must
withhold this amount from the employee’s pay and send it to the respective
union by March of each contribution year or upon hiring the employee. As a
result, the company must check each new employee’s employment booklet to verify
whether any union contributions have been recorded for the year of hire. If
not, the company must discount the union contribution from the employee’s pay
at the end of the first month after hire and must forward the contribution to the
employee’s union. The payment of the company’s contribution to the employer's
association shall be proportional to the company’s corporate capital. Payment
is due every January, except for the first payment, which is due in the month
of the company’s registration. The time may vary for each employers union and
employees union.
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