Open your business in Rio de Janeiro.

Before any registration, the entrepreneur must define, among other things:

• Type of activity: commerce, industry, or service provision;
• Location: verify zoning and property use regulations;
• Legal nature: MEI (Individual Microentrepreneur), Individual Entrepreneur, Limited Liability Company, S.A. (Corporation), etc.;
• Tax regime: Simples Nacional (Simplified National Tax Regime), Presumed Profit, or Real Profit;
• Company name: cannot conflict with others already registered with the Commercial Registry;
• CNAE (National Classification of Economic Activities): must be indicated at this stage, before registration with the Commercial Registry, as it defines the company’s fiscal and tax classification. The CNAE will be informed when filling out the incorporation form at REGIN/JUCERJA, and is also required by the Federal Revenue Service for the generation of the CNPJ (National Registry of Legal Entities).

Before initiating the opening process, a prior feasibility consultation, also known as a location consultation, is mandatory. This step verifies if the establishment’s address and the intended CNAE (National Classification of Economic Activities) are compatible with urban zoning, land use, and municipal regulations.

In the municipality of Rio de Janeiro, the request must be made online through the Empresa Fácil Rio de Janeiro system, accessed via the Carioca Digital portal.

ACCESS: https://carioca.rio/

The approved feasibility study will be automatically integrated into the JUCERJA (Commercial Registry of the State of Rio de Janeiro) process, serving as the basis for the Municipal Registration and the Operating License.

After the preliminary consultation is approved, the formalization process begins with the registration of the constitutive act (articles of incorporation, business registration application, or bylaws).

• Responsible body in Rio de Janeiro: JUCERJA (Commercial Registry of the State of Rio de Janeiro)
• Website: www.jucerja.rj.gov.br
• System: REGIN (National Network for the Simplification of Business Registration and Legalization)

Main documents:

• Articles of Incorporation or Business Registration Application (digitally signed);
• Identity documents of the partners;
• National Registration Form (FCN), generated by the REGIN system.

After approval by the Commercial Registry, the REGIN system automatically notifies the Federal Revenue Service, which generates the National Registry of Legal Entities (CNPJ).

• Agency: Federal Revenue Service of Brazil

ACCESS: www.gov.br/receitafederal

Companies that trade goods or provide interstate/intermunicipal transportation and communication services must register with the State Finance Secretariat (SEFAZ-RJ).

• Agency: SEFAZ-RJ

ACCESS: www.fazenda.rj.gov.br

The process is automatic via REGIN/JUCERJA. In some cases (e.g., ICMS taxpayers), a prior inspection of the establishment may be necessary.

Every company that provides services must obtain Municipal Registration and a Business License from the City Hall of the municipality where it is located.

In the municipality of Rio de Janeiro:

• Agency: Municipal Secretariat of Finance and Planning (SMFP)

ACCESS: carioca.rio

Simplified Business License (Rio de Janeiro)

The municipality of Rio de Janeiro adopts the Automated Business License model, also called the Simplified Business License, for activities considered low-risk. In these cases, the document is issued automatically by the Empresa Fácil system, without the need for prior inspection. The entrepreneur only needs to fill out a declaration of compliance with urban and sanitary regulations.

Depending on the activity, additional licenses may be required:

After the formal incorporation of the company, other steps may be necessary, such as registration with professional bodies, registration with tax authorities for issuing invoices, choosing a tax regime, and registering employees.

Check out the simplified checklist below:

For more information, please contact the relevant authorities:

Drafting a power of attorney to represent the foreign partner before the Brazilian Federal Revenue Service, the Commercial Registry, and the Central Bank of Brazil, with powers to receive judicial summons.

RESPONSIBLE: SNA

REQUIRED DOCUMENTS/INFORMATION: Specify who will be the foreign partner’s attorney (must be a Brazilian citizen or resident in Brazil).

We can contact service providers who perform this type of work and request their fees, if convenient.

ESTIMATED TIMEFRAME: 1 day

Signature, notarization, legalization/apostille (as applicable), and submission to the SNA of the power of attorney and articles of incorporation/social contract (as applicable) of the foreign partner (or other official corporate documents proving that the company is duly constituted and that the person who signed the power of attorney on behalf of the foreign partner had the authority to do so).

RESPONSIBLE: Client

REQUIRED DOCUMENTS/INFORMATION: –

ESTIMATED TIMEFRAME: To be defined by the client

Once in Brazil, certified translation of the power of attorney and the corporate document (articles of incorporation/articles of association/other official document) and registration with the Registry of Deeds and Documents.

RESPONSIBLE: SNA

REQUIRED DOCUMENTS/INFORMATION: –

ESTIMATED TIMEFRAME: 7 days from receipt of documents

Registration of the foreign partner with the CNPJ (Brazilian National Registry of Legal Entities) and CADEMP (Cadastro de Contribuintes do Estado de São Paulo – State Registry of Foreign Trade Entities).

RESPONSIBLE: SNA

REQUIRED DOCUMENTS/INFORMATION:

• 1 certified copy of the power of attorney granted by the foreign partner to their legal representative (duly translated and registered in a notary office in Brazil – certified copy to be issued by SNA); and

• 1 certified copy of the foreign partner’s corporate documents (duly translated and registered in a notary office in Brazil – certified copy to be issued by SNA). ESTIMATED TIMEFRAME: 3 days from the date the documents are filed with the Central Bank of Brazil.

STAGE: Drafting and reviewing the amendment to the NewCo’s Articles of Association. After completion, the document must be signed by the Brazilian legal representative of the foreign partner and by the administrator, and then sent to SNA.

RESPONSIBLE: SNA/Client

REQUIRED DOCUMENTS/INFORMATION: Information to be provided by the Client:

• Complete qualification of the foreign partner (must have a duly completed CNPJ and registration with CADEMP);
• Confirmation of the company’s registered office address;
• Confirmation of the NewCo’s corporate purpose;
• Complete qualification of the administrator (must be a Brazilian citizen or resident in Brazil. We can contact service providers who perform this type of work and request their fees, if convenient).

ESTIMATED TIMEFRAME: 1 to 3 days from receipt of all information for SNA to circulate the final version.

Protocol for the Amendment of the Articles of Association of NewCo and other supporting documents before the Commercial Registry through the Business Registration and Licensing System (RLE), which will coordinate and integrate the updating of NewCo’s registration with the

Commercial Registry, Federal Revenue Service (CNPJ) and Municipality (Municipal Taxpayer Registry – CCM).

RESPONSIBLE: SNA

REQUIRED DOCUMENTS/INFORMATION:

• 3 duly signed copies of the Articles of Association by the attorney of the foreign partner and the administrator;
• 1 signed copy of the application issued by the Commercial Registry, signed by the Brazilian legal representative or administrator;
• 1 signed copy of the licensing declaration issued by the Commercial Registry, signed by the Brazilian legal representative or administrator;
• Declaration of No Impediment signed by the administrator;
• Proof of payment of the Commercial Registry fees (DARE and DARF – approximately R$ 200.00);
• Municipal registration number of the property where the NewCo headquarters will be located; • NewCo’s contact phone number in Brazil (usually that of the Brazilian legal representative or administrator);
• 1 certified copy of the administrator’s identity document (e.g., RG/CNH/RNE); • 1 certified copy of the power of attorney granted by the foreign partner to their legal representative in Brazil (duly translated and registered at a notary office – certified copy to be issued by the SNA); and
• 1 certified copy of the foreign partner’s corporate documents (duly translated and registered at a notary office – certified copy to be issued by the SNA). ESTIMATED TIMEFRAME: 30 days from the date the documents are filed with the Commercial Registry.

Issuance of the Operating License by the City Hall.

RESPONSIBLE: SNA

REQUIRED DOCUMENTS/INFORMATION: Additional documents may be requested by SNA from the administrator, as appropriate.

ESTIMATED TIMEFRAME: 15 days from the approval of the Amendment registration by the Commercial Registry.

Registration of the NewCo with the Central Bank of Brazil (CADEMP) and registration of the foreign investment in the NewCo’s share capital (RDE-IED) in the Central Bank System (SISBACEN).

RESPONSIBLE: SNA

REQUIRED DOCUMENTS/INFORMATION:

• 1 certified copy of the foreign partner’s corporate documents (duly translated and registered at a notary office – certified copy to be issued by the SNA); and
• 1 certified copy of the power of attorney granted by the foreign partner to their legal representative (duly translated and registered at a notary office – certified copy to be issued by the SNA).

ESTIMATED TIMEFRAME: 3 days from the approval of the Amendment registration by the Commercial Registry.

Update of NewCo’s registration with Caixa Econômica Federal (CEF) to obtain registration with the FGTS (Guarantee Fund for Length of Service).

RESPONSIBLE: SNA

REQUIRED DOCUMENTS/INFORMATION:

• 1 certified copy of the power of attorney granted by the foreign partner to their legal representative in Brazil (duly translated and registered at a notary office – certified copy to be issued by SNA).

ESTIMATED TIMEFRAME: 3 days from the approval of the Amendment registration by the Commercial Registry.