Business Formation

Check the availability of the company name and the feasibility of the location

Agency: Municipality (Prefeitura de São Paulo)

Business founders can check the availability of the company name online at: www.jucesponline.sp.gov.br but no interaction or response if needed. An analysis of the feasibility of the proposed company address (Análise de Viabilidade) must then be requested to the Municipality. This can be done online through the nationally integrated system for company registration (Sistema de Registro e Licenciamento de Empresas, RLE). It can be accessed at https://rle.empresasimples.gov.br. The applicant must provide information on the company’s activities and on the exact proposed location. If the location is approved, a document (Protocolo REDESIM) will be issued online after a few minutes.

Time and cost: Less than 1 day (online procedure), no charge

Apply for registration with the Federal Tax Authority (Receita Federal)

Agency: Federal Tax Authority (Receita Federal)

After verifying the availability of the company’s name and the feasibility of the proposed location, the entrepreneur must submit an online application to the Federal Tax Authority (Receita Federal). This must be done by filing the Company’s Registration File (Ficha Cadastral da Pessoa Jurídica, FCPJ) and the Members and Managers File (Quadro de Sócios e Administradores, QSA) at the Tax Authority’s online platform (“Coleta Online”, at https://www38.receita.fazenda.gov.br). A document will be generated by the system (DBE, “Documento Básico de Entrada” or “Protocolo de Transmissão”, if a digital certificate is used). This document must be presented to the State Commercial Registry (JUCESP) for company registration.

Time and cost: 3 days, no charge

Pay registration fees

Agency: Commercial Bank

Entrepreneurs choose whether to pay at any commercial bank or at the bank window/agency located inside the commercial registry. It is also possible to pay through a wire transfer, at a commercial bank’s website in which the person making the payment holds an account. Examples are www.itau.com.br / banco.bradesco / santander.com.br / bb.com.br / caixa.gov.br.

A receipt of payment must be obtained to register the company at JUCESP (Commercial Registry).

Time and cost: Less than 1 day (online procedure), fees included in procedure 4

Register with the State Commercial Registry (JUCESP) to complete registration with the Federal and State Tax Authorities (CNPJ and ICMS), Social Security (INSS) and the Companies Registry (NIRE)

Agency: Commercial Registry (Junta Comercial do Estado de São Paulo – JUCESP)

Company registrations have been simplified with a system called Empreenda Fácil. The company must register with the Commercial Registry (Junta Comercial do Estado de São Paulo – JUCESP) to obtain an identification number from the Companies Registry (Número de Identificação do Registro de Empresas – NIRE). In addition, registrations are carried out with the National Corporate Taxpayer Registry from the Federal Tax Authority (Cadastro Nacional de Pessoas Jurídicas – CNPJ), with the Sales Tax from the State Tax Authority (Imposto sobre Circulação de Mercadorias e Serviços – ICMS) and with the National Institute of Social Security (Instituto Nacional do Seguro Social – INSS).

The registration process is as follows: after the application with the Federal Tax Authority (Receita Federal) has been filed and a document called “Documento Básico de Entrada – DBE” has been generated, the applicant must submit an application for company incorporation at Via Rápida Empresa 2, an online platform offered by JUCESP (https://www.jucesp.sp.gov.br). The business founders must then visit the Commercial Registry (JUCESP) to present the original documents. Upon the analysis and approval by JUCESP, an online version of the certificate of registration (Certidão de Inteiro Teor) will be made available for download.

Once this step has been completed, the company can proceed to Municipal tax registration and obtaining a Municipal license.

Time and cost: 3 days, R$145.91 + R$21.00 for registration + R$132.65 (service fee)

Register with the Municipal Taxpayers’ Registry (Secretaria Municipal da Fazenda de São Paulo)

Agency: Municipal Taxpayers’ Registry (Secretaria Municipal da Fazenda de São Paulo)

Enrollment with the Municipal Taxpayers’ Registry (Cadastro de Contribuintes Mobiliários – CCM) is made through an electronic form that is filled online on the website of the City Hall (https://ccm.prefeitura.sp.gov.br). Since since Normative Instruction SF/SUREM No. 4 of April 9, 2019, a visit to the municipality is no longer required.

After both the Federal Tax Authority and Commercial Registry approve the request, the CCM, when generated, is blocked and the entrepreneur shall unblock it online, through the City Hall website.

Time and cost: Less than 1 day (online), no charge

Obtain a digital certification (token) for the use of e-invoices

Agency: Serasa Experian

The costs involved in the obtainment of the digital certification may vary according to the accredited certifying chosen by the applicant. The information on how to obtain a token is available at http://www.receita.fazenda.gov.br

Time and cost: 2 days, R$ 355

Obtain an operations license (Auto de Licença de Funcionamento) from the Municipality

Agency: Municipality (Prefeitura de São Paulo)

Business founders must obtain an operations license (Auto de Licença de Funcionamento) from the Municipality. This document authorizes the operation of commercial, industrial, institutional, service, and similar activities.

For companies in some sectors of activity and under certain size and location restrictions, as determined by Decree No. 57,298 of 2016, a simplified operations license can be applied for and obtained online, through the integrated business registration system. In those cases, the license is applied for through RLE (Sistema de Registro e Licenciamento de Empresas, at https://rle.empresasimples.gov.br). For other cases, the license must be obtained from the District-level Municipality’s office (Prefeitura Regional). In these cases, the process requires further analysis and it may take several months to be completed.

Time and cost: 2 days, no charge

Pay the Municipal Establishments Inspection Fee (Taxa de Fiscalização de Estabelecimentos – TFE)

Agency: Municipal Taxpayers’ Registry (Secretaria Municipal de Finanças)

According to the Municipality of São Paulo’s rules, the annual cost of the TFE fee is based both on the company’s activities as well as on the company’s number of employees (www.prefeitura.sp.gov.br). After the company is registered with the (Cadastro de Contribuintes Mobiliários – CCM), the TFE fee and can be paid online. The invoice is sent by post or obtained online.

Less than 1 day (simultaneous with previous procedure), R$ 470.87 (for retailing business, may vary in accordance with the company’s activities)

Register the employees in the social integration program (Programa de Integração Social – PIS)

Agency: Federal Savings Bank (Caixa Econômica Federal)

Employees must be registered at the company’s employee registry book (livro de registro de empregados) and their information must be up to date with the Social Integration Program (Programa de Integração Social – PIS/PASEP). The PIS/PASEP program is intended to identify workers with the social security system, so that they may request unemployment insurance and, if needed, benefit from the unemployment guarantee fund (Fundo de Garantia do Tempo de Serviço – FGTS).

If the employee already has a PIS/PASEP registration from previous employments, the employee must only inform the Federal Savings Bank of the new employment relationship, in order to update their information. Following the hiring, the employer must submit online the information on the company and its employees through a system called SEFIP (Sistema Empresa de Recolhimento do FGTS e informações à Previdência Social – available at http://conectividade.caixa.gov.br). Once SEFIP has been submitted, the FGTS account, which is a special account at the Federal Savings Bank (Caixa Econômica), will be opened for payment of the benefits related to the unemployment insurance.

Time and cost: 1 day (simultaneous with previous procedure), no charge

Notify the Ministry of Labor (Cadastro Geral de empregados e desempregados, CAGED)

Agency: Ministry of Labor (Cadastro Geral de empregados e desempregados, CAGED)

Pursuant to Law No. 4.923 of December 23, 1965, the employer must inform the Ministry of Labor’s General Cadaster of Employed and Unemployed Workers (Cadastro Geral de Empregados e Desempregados – CAGED) of any new hires or employees dismissals. This must be done until the seventh day of the month after the hiring. A form shall be transmitted online to the Ministry of Labor, at https://caged.maisemprego.mte.gov.br.

Time and cost: Less than 1 day (simultaneous with previous procedure), no charge

Registration with the Employers’ Union and with the Employees’ Union

Agency: Employers’ Union and with the Employees’ Union

The requirements for company registration with the Employers’ Union and Employees’ Union (Sindicato Patronal and Sindicato dos Empregados) vary according to the representative Unions. Generally, in order to be registered with the unions, the company must present the following documents: company registration form, Federal Registry of Corporate Taxpayers, articles of association, employee’s list etc. These documents can generally be submitted to the unions through their websites.

Since the Labor Law was amended in July 2017, the payment of the contributions to the Unions was made optional. Most entrepreneurs opt to register with the Unions after a new company has been incorporated.

Time and cost: 1 day (simultaneous with previous procedure), no charge