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3. FOREIGN CAPITAL
3.1. GENERAL FEATURES

Foreign capital in Brazil is governed by Laws Nos. 4131 (the Foreign Capital Law) and 4390 of September 3, 1962 and August 29, 1964, respectively. Both laws are regulated by Decree No. 55762 of February 17, 1965, and have been amended. According to Law No. 4131, "foreign capital is considered to be any goods, machinery and equipment that enter Brazil with no initial disbursement of foreign exchange, and are intended for the production of goods and services, as well as any funds brought into the country to be used in economic activities, provided that they belong to individuals or companies resident or headquartered abroad". There are two official exchange markets in Brazil, both of which are subject to Central Bank regulations:
.. the commercial/financial rate market, which is reserved basically for (i) trade-related transactions (import and export); (ii) foreign currency investments in Brazil; (iii) foreign currency loans to residents of Brazil; and (iv) certain other transactions involving remittances abroad that are subject to preliminary approval by the monetary authorities; and .. the tourism rate market, which was initially developed for the tourism industry, and was later expanded to cover certain other transactions, such as inbound and outbound transactions. Applicable regulations indicate the types of transactions that qualify for this market.
Both markets operate at floating rates freely negotiated between the parties, and the key distinctions between them are that (i) the commercial/financial exchange market, as a rule, is restricted to transactions that in certain cases require preliminary approval from the monetary authorities; and (ii) the tourism exchange market is open to transactions that do not require any preliminary approval from Brazilian monetary authorities.
Exchange operations are effected by means of exchange contracts entailing an inflow or outflow of foreign currency.

3.2. REGISTRATION OF FOREIGN CAPITAL

Circular No. 2997 of August 15, 2000, issued by the Central Bank of Brazil, introduced the electronic registration system for foreign direct investment in Brazil. This circular took effect on September 4, 2000 and brought some changes in foreign direct investment registration in Brazil and the obtaining of information on these transactions.
Since then, registration of foreign investments has been made through the RDE-IED (Registro Declaratório Eletrônico - Investimento Externo Direto) Mode, which is part of the Central Bank Information System (Sistema de Informações do Banco Central - SISBACEN). For electronic registration purposes, foreign direct investment is defined as the permanent ownership interest held in the Brazilian investee, or, according to common market practices, the ownership interest intended to be permanently held by nonresident investors, whether individuals or legal entities, residing, domiciled or headquartered abroad, through the ownership of shares or quotas representing the corporate capital of Brazilian companies, as well as the allocated capital of foreign companies authorized to operate in Brazil.
The party responsible for the foreign direct investment must first enroll in SISBACEN, according to the rules currently in effect. When registered through the RDE-IED, foreign direct investments will be given a permanent number for the investor-investee case, and all subsequent changes and additions will be made under this same registration.
The major changes introduced by Circular 2997/00 are the following: (i) registration of foreign direct investments is now made through a statement, which means that the Brazilian investee and/or the representative of the foreign
investor are responsible for registration of foreign investments, which will no longer be subject to preliminary review and verification by the Central Bank; and (ii) registration of foreign investments will also be made in Brazilian currency.
All foreign investments must be registered with the Central Bank of Brazil. This registration is essential for offshore remittances, capital repatriation and registration of profit reinvestment.

3.3. CURRENCY INVESTMENTS

No preliminary official authorization is required for investment in currency. The investment to subscribe for capital or to buy a stake in an existing Brazilian company can be remitted to Brazil through any banking establishment authorized to
deal in foreign exchange. However, closing of the exchange contract is conditional on the existence of a RDE-IED registration number for the foreign investor and the Brazilian investee.
Registration of the investment is made through the RDE-IED System by the Brazilian company receiving the investment within 30 days of closing of the exchange contract for the remittance, together with documents reflecting capitalization of
the funds.
Foreign currency investments must be registered in the original currency or, upon express request of the investor, in another currency, maintaining the exchange parity, in addition to the registration in Brazilian currency, as mentioned above.

3.4. INVESTMENT BY CONVERSION OF FOREIGN CREDITS

If the transaction is not registered in the RDE-IED System, investment by foreign credit conversion will be subject to preliminary authorization from the Department of Foreign Capital Control and Registration (Fiscalização e Registro de Capitais Estrangeiros - FIRCE). After authorization, a token exchange transaction must be performed, representing the purchase and sale of the foreign currency. Pursuant to article 8 of the Annex to Circular 2997/00, conversion into foreign
direct investment is defined as “the transaction whereby credits eligible for offshore transfer based on prevailing rules are used by nonresident creditors to acquire or pay in an ownership interest in the capital of a company in Brazil.”
Registration of foreign direct investment resulting from conversion, however, depends on receipt by the Brazilian investee of (i) a statement from the creditor and committed investor, defining exactly the due dates of the installments and respective amounts to be converted, and in the event of interest and other charges, also the period to which they refer and the respective rates and calculations, and (ii) a binding statement from the creditor, agreeing to the conversion.
The Brazilian company has 30 days to capitalize these funds and apply for registration with the Central Bank of Brazil.

3.5. INVESTMENT BY IMPORT OF GOODS WITHOUT EXCHANGE COVER

Investment by import of goods without exchange cover requires the preliminary approval of FIRCE and SISCOMEX.
Registration through the RDE-IED Mode requires that both tangible and intangible assets be exclusively intended for paying-up of capital. Registration of foreign direct investments resulting from the import of intangible assets without coverage by an exchange contract requires preliminary approval of FIRCE. For tangible assets, registration requires (i) the value of the registration made through the ROF (Registro de Operações Financeiras - Registration of Financial Transactions) Mode of the RDE System linked to the Import Declaration (DI); and (ii) the currency stated on the corresponding ROF. Registration of foreign capital that enters Brazil in the form of assets must be made in the currency of the investor’s country or, upon express request of the investor, in another currency, maintaining the exchange parity.
Foreign capital is considered to be any goods, machinery or equipment that enter Brazil with no initial disbursement of foreign currency, and are intended for the production or marketing of goods or rendering of services. The import of used
goods or under tax incentives is conditional on the absence of similar goods in Brazil. Used goods must be used in projects that foster the country’s economic development.
Once the imported goods have been cleared by customs, the Brazilian company has 180 days to incorporate them into its capital and another 30 days to apply for registration of the investment with the Central Bank of Brazil.

3.6. INVESTMENT ON THE CAPITAL MARKET

On January 26, 2000, the Brazilian Monetary Council approved Resolution 2689, whereby any nonresident investors, whether individuals or legal entities, individually or collectively, are allowed to invest on the Brazilian financial and
capital markets. Investment Companies - Foreign Capital, Investment Funds - Foreign Capital, Annex IV Portfolios (mechanisms created by Annexes I, II and IV) and Fixed-income Funds - Foreign Capital, were replaced by a single investment mechanism through which foreign funds flowed into Brazil by nonresident investors may be invested in
fixed- or variable-income instruments and investment modes offered on the financial and capital markets to resident investors.
Nonresident investors will now use the same registration to invest in the fixedand variable-income markets, and may migrate freely from one type of investment to the other. To access these markets, the foreign investor must appoint a
representative in Brazil, who will be responsible for registration of the transactions, fill out the form attached to Resolution 2689/00 and obtain a registration with the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM).
Pursuant to Article 6, I of Resolution 2689/00, securities belonging to foreign investors must be kept in custody by entities authorized by CVM or by the Central Bank to provide such service, or registered, if applicable, with the Special Settlement and Custody System (Sistema Especial de Liqüidação e Custódia - SELIC) or with a registration and financial settlement system supervised by the Central Agency for Custody and Financial Settlement of Securities (Central de Custódia e
de Liquidação Financeira de Títulos - CETIP).
In all transactions carried out in the name of a nonresident investor, the exchange contract must state the RDE registration number in the appropriate blank.

3.7. REMITTANCE OF PROFITS

There are normally no restrictions on the distribution and remittance of profits abroad. Profits as from January 1, 1996 are exempt from income tax withholding.
Profit remittances must be registered as such through the RDE-IED Mode, considering the ownership interest held by the investor in the total shares or quotas that make up the paid-up corporate capital of the investee. Brazil has signed double-taxation treaties with the following countries: Sweden, Japan, Norway, Portugal, Belgium, Denmark, Spain, Germany, Austria, Luxembourg, Italy, Argentina, Canada, Ecuador, the Netherlands, the Philippines, France, South Korea, the Czech Republic and Slovakia, Finland, Hungary, India and China.

3.8. REINVESTMENT OF PROFITS

According to the Foreign Capital Law, reinvestments are “profits made by companies established in Brazil and allocated to persons or companies resident or domiciled abroad, which have been reinvested in the company that produced them or in another sector of the domestic economy". Reinvested earnings are registered in the currency of the country to which such
earnings could have been remitted, and reinvestments derived from investments made in Brazilian currency will be registered in Brazilian currency (Article 20 of Circular 2997).
Earnings obtained by a foreign investor and further reinvested in Brazilian investees (even if such investees are different from the companies in which the earnings were obtained) for the purpose of paying up or purchasing shares and/or quotas, may be registered under Investment in the RDE-IED System. These earning to be reinvested are registered as foreign capital (in the same manner as the original investment) thus increasing the tax base for tax assessment on any future repatriation of capital. In the cases of reinvestment by profit capitalization, interest on net equity and profit reserves, the ownership interest held by the foreign investor vis-à-vis the total number of paid-in shares or quotas in the corporate capital of the investee
in which the earnings were originated will be observed.

3.9. REPATRIATION

Foreign capital registered with the Central Bank of Brazil may be repatriated to its country of origin at any time without preliminary authorization. According to article 690, II of the 1999 Income Tax Regulations, foreign currency amounts registered with the Central Bank of Brazil as nonresident investments may be repatriated without income tax assessment. In this case, the foreign currency amounts, which proportionally exceed the original investment (capital gain) will be subject to 15% withholding income tax.
Notwithstanding such provision, after enactment of Law 9249/95 and Normative Ruling 73/98, the tax authorities have questioned calculation of the capital gains earned by a nonresident based on such nonresident’s original investment in reais
rather than on the foreign currency amount registered with the Central Bank. In the specific case of repatriation of capital, it should be noted that the Central Bank of Brazil will normally examine the net worth of the company involved, as shown on its balance sheet. If the net worth is negative, the Central Bank of Brazil may decide that there was dilution of the investment, and may thus deny authorization for repatriation of a part of the investment in proportion to such negative result.

3.10. TRANSFER ABROAD OF INVESTMENTS IN BRAZIL

The ownership interest owned in a Brazilian company by a foreign investor may be sold, assigned or otherwise transferred abroad, with no tax implications in Brazil, irrespective of the price paid. The foreign purchaser will be entitled to register capital in the same amount as the registration previously held by the selling company, once again regardless of the price paid for the investment abroad. In this case, the registration number in the RDE-IED Mode of the Central Bank of Brazil should be changed to reflect the name of the new foreign investor, which is essential to allow the new investor to remit/reinvest profits and to repatriate capital.

3.11. RESTRICTIONS ON REMITTANCES ABROAD

Remittance of funds abroad is restricted when such funds are not registered in the RDE-IED System, since remittance of profits, repatriation of capital, and registration of reinvestment are all based on the amount of foreign investment registered.

3.12. RESTRICTIONS ON FOREIGN INVESTMENT

According to article 52 of the Temporary Provisions Act of the Federal Constitution, the participation of foreign capital in financial institutions is subject to the approval of the Brazilian Government, which will determine if such participation is in the country’s best interests. Participation of foreign capital is prohibited or, in some cases, restricted in the following activities:
.. the development of activities involving nuclear energy; .. the ownership and management of newspapers, magazines and other publications, and of television and radio networks; .. health services; .. ownership of rural areas and businesses on frontier zones; .. post office and telegraph services; .. airlines with domestic flight concessions; and .. the aerospace industry. Brazilian companies, even when under foreign control, may request and obtain permission to operate in the mining sector.

4. THE BRAZILIAN FOREIGN EXCHANGE MARKETS

Although the Brazilian Foreign Exchange Markets are not totally free, due to the controls imposed by the Brazilian Central Bank (“BACEN”), in recent years they have been deregulated, leading to a present situation in which almost every type
of transfer from/to Brazil are permitted to be performed and find a definition in the regulation.
Under the Brazilian regulation there are two different foreign exchange markets: (i) the Free Rate Exchange Market and (ii) the Floating Rate Exchange Market. There is a third way of performing transfers from/to the country, which consists
in the international transfers of reais. The Free Rate Exchange Market (also known as “Commercial Market”) is the foreign
exchange market in which the majority of exchange transactions related to export and import are performed. It is also in this market that transactions related to foreign investments registered with the BACEN are performed. The registration of
foreign capital with the BACEN is a service established in the early 60’s that allows non residents to register their capital invested in the country with the BACEN. There is a registration certificate granted to those non-resident investors
that register their capital, that allows them to remit profits, dividends and the principal invested through the same market the capital has entered. A recent innovation in the foreign exchange and foreign investment regulation, is the electronic system of registration of transactions. Such system allows some transactions (equity and debt) investments), performed in the Free Rate Exchange Market, to be registered by means of an electronic system that can be accessed by the Internet, waiving the prior authorization requested for certain transactions.
With the growth and sophistication of transfers of funds made between different countries, there were many types of transfers of funds from/to the country not regulated by the Free Rate Exchange Market. It was under that context that the
Floating Rate Exchange Market has been created. In this market, the majority of transactions that cannot be made under the Free Rate Exchange Market are regulated. Payments of services rendered abroad or acquisition of real estate
property in Brazil by non-residents are examples of these transactions. Even transfers with a very broad definition, as transfers for constitution of “cash funds”, are defined by the Floating Rate Exchange Market’s regulation. Almost all
investments made through an exchange transaction performed in this market cannot be registered with the BACEN.
The third possibility for performing transfers of funds from/to Brazil is through international transfers of reais. It is not necessary to have an exchange transaction in order to perform such transfers. The vehicle used in order to make
international transfers of reais possible are non-residents accounts is reais maintained with a Brazilian financial institution (former “CC5 accounts”). Each debt and/or credit made on such accounts are considered an entrance of funds in
the country or its remittance abroad.

5. FORMS OF ASSOCIATION
5.1. TYPES OF COMPANIES

Brazilian Commercial Law provides for several types of companies: Unlimited Partnership "Sociedade em Nome Coletivo", General Partnership "Sociedade em Comandita Simples", Unlimited Partnership between Capital and Labor "Sociedade de
Capital e Indústria", Limited Partnership "Sociedade em Comandita por Ações", Limited Liability Companies by Quotas "Sociedade por Quotas de Responsabilidade Limitada" and Corporations "Sociedades Anônimas". The Law gives corporate status to such companies, which thus become legal entities separate from their participants. Apart from such company structures, Brazilian Commercial Law also foresees other forms of association such as joint ventures and
consortiums which, under the law, do not have a legal status separate from their participants; the participants of such associations do not merge into one legal entity, but rather continue to contract rights and obligations individually,
although for the common benefit of the group.
Brazilian Law also provides for the formation of civil societies, associations, foundations and co-operatives, forms of association which, either due to their charitable nature or because of the particular characteristics of their formation
or objectives, are different from commercial organisations and accordingly receive different legal treatment.
We should mention at this point that, apart from Corporations (Sociedades Anônimas), all the corporate types foreseen under Brazilian Commercial Law may function as civil societies, insofar as this is permitted under the Brazilian
Civil Code.
In Brazil the most used forms of enterprises are the "Sociedade Anônima" (S/A) and the "Sociedade por Quotas de Responsabilidade Limitada"(LTDA.). This is due to the fact that in both cases the participants have limited liability. The other forms of company are rarely used, but, sometimes, they can fulfil specific purposes.

5.1.1. SOCIEDADE ANÔNIMA (CORPORATION) - S/A

An S/A or Corporation, governed by Law N. 6.404 of December 15, 1976, amended by Law N. 9.457 of June 5, 1997, is fundamentally a commercial corporation by legal definition, with its capital represented by shares. It could therefore be defined as a business corporation having as its objective the earning of profits to be distributed to the shareholders.
The S/A receives a corporate name adding the expression “Sociedade Anônima”,
before or after the chosen name, extended or abridged (S/A), or by either adding the word “Companhia” or “Cia.”. It can be used in the corporate name, the name of the founder or a “fantasy” name. The corporate name can describe the corporate aims or the activity carried out, but this description is not mandatory.
There are two kinds of S/A: a publicly held company which obtains funds through public offers and subscriptions and is supervised by the Securities Commission, and a closed company which obtains capital from its own shareholders or
subscribers, having a simple accounting and administration system.
The capital of an S/A is divided into shares which represent part or fractions of such share capital. Depending on the rights or advantages conferred to its holders, the shares may be common, preferred or fruition shares. Common shares entitle the holder to the rights of common or essential shareholders. Preferred shares have special rights of a financial or policy
nature, and fruition shares result from the paying off of common or preferred shares.
By means of a Shareholders’ Agreement, the shareholders can enter into an agreement between themselves as regards the purchase and sale of their shares, to establish pre-emptive rights for their acquisition, and also as to the manner in
which they exercise their voting rights. The obligations set forth in the Shareholders Agreement are enforceable by specific performance. The S/A may be managed by a Board of Officers and by an Administrative Council or only by a Board of Officers, depending on that which the By-laws determines. The Administrative Council is a body which set the general policy for the company’s business but is not vested with executive powers. Its existence is mandatory in publicly held and authorised capital S/As and optional in closed S.A.s. Its members must be shareholders, individuals residing or not in the
country. It must be composed of, at least, three members. The Board of Officers is the executive body of the S/A. Its responsibility is to represent the company and to practice all such acts as are necessary for its operation. It is composed of at least two officers, who may or may not be shareholders, and who must be individuals residing in the country, and who may be elected for a tenure of three years at the most. The Fiscal Council is the body which polices the company’s administration. Its operation may be permanent or temporary. Its installation is based on the need of the company to establish a rigorous control over the actions of the administration. Whenever installed, it is composed of at least three and, at most, five members, with an equal number of substitutes.

5.1.2. SOCIEDADE POR QUOTAS DE RESPONSABILIDADE LIMITADA (LIMITED LIABILITY COMPANY BY
QUOTAS) - LTDA

The LTDA, which is governed by Decree N. 3.708 of January 10, 1919, is a hybrid between a partnership and a company by shares, with aspects of each type of entity.
The LTDA. can be organised as a civil or commercial company, depending on the definition of its objectives set forth in the Articles of Incorporation. The LTDA is established by a contract and it has only one class of partner, the limited liability quotaholders. Each quotaholder is liable for the totality of the capital and not only for his quotas, until the capital is fully paid-up. From there on, the quotaholders will have no further liability to the company or third parties.
As there is only one kind of partner, any quotaholder is able to manage the company. The partners may delegate their managing powers. The capital of the LTDA is divided into quotas. The quota represents the amount in money, credits, rights or assets by which the quotaholder contributes for the formation of the company. The quotas must be registered and are not represented by securities or certificates. As the ownership and the number of quotas are written in the Articles of Association any transfer of title over the quotas will require an amendment to such Articles, under signature of all of the quotaholders or, at least, of the quotaholders who represent the majority of the capital, but necessarily with the assignor’s and the assignee’s signatures. If Decree N. 3708/19 or the Articles of Association are silent on a given matter, the rules of S/A law compatible with the LTDA. may be applied.

5.1.3. RULES COMMON TO S.A.S AND LTDA.S .

Although foreseen in the Law which governs S/As, the operations involving the transformation, merger, consolidation or splitting of companies can also can be performed by LTDAs. or even by any other kind of company so permitted under
Brazilian Law. The transformation is the transaction which a given company, without dissolving it, has its corporate type transformed into another. The merger is the transaction through which one or more companies are absorbed by
another, succeeding them in all rights and liabilities. The consolidation, in its turn, is the transaction through which two or more companies amalgamate, with a view to forming a new company which will succeed them in all rights and liabilities.
Finally, the split up is the transaction by which the company transfers parts or the totality of its net equity to one or more companies, established for this purpose or otherwise, resulting in the extinction of the divided company, if it has passed on all of its net equity, or dividing its capital, if it has passed on only part of its net equity.

5.1.4. OTHER TYPES OF COMPANIES

As noted before, the other company types are not commonly used but may become attractive under certain circumstances. Thus, we will briefly comment on those which are sometimes used.

5.1.5. SOCIEDADE EM NOME COLETIVO (GENERAL PARTNERSHIP)

The relevant corporate feature of the General Partnership is the partners’ unlimited liability vis-à-vis the company’s debts.
Thus, all partners are jointly liable with the company for its liabilities before third parties. However, the partners’ assets cannot be executed until all the company’s assets have been exhausted. Responsibility for the management of the company falls on all of the partners, as long as the Articles of Association does not specifically determine which partner will have this responsibility. If such delegation exists, this partner will have the exclusive right to represent it before third parties.
The company’s name may be the full name of one or more partners, adding the expression “& Cia.” if other partners’ names should be omitted.

5.1.6. SOCIEDADE EM CONTA DE PARTICIPAÇÃO (PARTNERSHIP WITH ONE OSTENSIBLE AND ONE
“HIDDEN” PARTNER) - SCP

Although designated "sociedade" (company), the law does not confer upon the SCP the legal entity status. The SCP is a joint venture agreement composed of two or more persons, one of them being a merchant, the so-called ostensible partner, who shall perform in his own name all necessary acts to achieve the goals set forth in the Agreement for the formation of the SCP.
On many occasions the SCP is founded for a specific period of time, with the aim of executing certain specific transactions, such as exploiting a given commercial opportunity or to construct a building for resale, being liquidated subsequently.
Its remarkable feature is that it does not reveal to the third parties the majority of its partners, as only the ostensible partner appears and does business in his own name.
The ostensible partner is liable for the business, but the “hidden” partners, in their turn, assume responsibilities towards him as set forth in the relevant agreement for the formation of the SCP. There are few formalities needed in order to establish an SCP and its existence may be substantiated by the same kind of proof admitted in the substantiation of a commercial contract. It is, therefore, a company existing only between the parties, but not in relation to third parties who deal exclusively with the ostensible partner. The SCP has no corporate or trade name, as the ostensible partner deals with third
parties using his own name, trade name or denomination.

5.1.7. CONSÓRCIO (CONSORTIUM)

The consortium is a form of association of companies aiming for the development of a specific project. It is governed by Law 6.404 of December 15, 1976. The consortium is formed by means of an agreement between two or more companies,
but its formation does not bring a new legal entity into existence. The parties preserve, therefore, their corporate identity, pooling their efforts to achieve certain objectives.
The parties only bind themselves under the terms of the consortium agreement made, each party being liable for its specific obligations as established therein, without any assumption of joint liability before third parties, except if agreed
otherwise.
The consortium agreement must contain the following basic covenants:
.. the name of the consortium, if any;
.. the objectives of the consortium;
.. the duration, address and venue of the agreement;
.. a determination of the participating companies liabilities, and obligations;
.. the rules for the receipt and distribution of results;
.. the management and accounting policies, as well as a representation of the participating companies and administrative charges, if applicable;
.. the manner in which the parties’ decisions will be taken, as well as the number of votes each participant will have; and
.. the contribution each participant will make towards the expenses of the project, if applicable.
The agreement and its subsequent amendments must be filed before the Commercial Registry with jurisdiction over the territory in which its head office is located. When the documents are filed, the Commercial Registry issues a certificate which must be published in the Official Gazette, and in a widely circulated newspaper.

5.2. REGISTRATION PROCESS

Brazil has two kinds of public registers for companies: the commercial registry service performed by the 27 Brazilian States Commercial Registries and the Civil Registries service which is performed by the Civil Registries of Deeds dna Documents usually found in the Brazilian cities. In the most developed regions of Brazil, these registries are usually well organised with highly trained personnel and modern equipment, which contribute to making the registry service efficient and cheap.

5.2.1. THE COMMERCIAL REGISTRY

To determine if a company should be registered with the Commercial or Civil Registries, one must examine its type and its objectives. Should the objectives indicate a commercial activity, the corporate type must be one of those available to commercial companies. Since it is legally defined as a commercial company, an S/A must have its acts of incorporation submitted for filing to the Commercial Registry. Such filing should be requested to the Commercial Registry in the Brazilian State where the company is headquartered, through a request dated and signed by any company’s manager or
attorney in fact.
The request for the filing of the Articles of Association of the S/A must be accompanied, by the following documents:
.. Acts of Incorporation (Public Deed or the Minutes of a General Incorporation Meeting), listing the particulars of the subscribers.
.. the bank (Banco do Brasil S.A.) deposit slip proving that an amount equivalent to at least 10% of the capital to be paid in cash has been paid by the subscribers.
.. By-Laws signed by every subscriber. If the By-Laws are included in the Minutes of the General Meeting for the Incorporation the presence of all of the subscribers is mandatory.
.. a Subscription Chart certified by the founders or by the Secretary of the General Meeting, mentioning full name, nationality, marital status, profession, residence and the place of domicile of subscribers, in addition to the number of subscribed shares and the amount paid.
.. a power-of-attorney granted by a foreign resident shareholder, signed before a Public Notary in his country of origin, legalised at the Brazilian Consulate, translated by a public translator and registered at the Public Notary’s Office.
.. documents proving the existence of the partners resident or headquartered abroad, duly legalised at the Brazilian Consulate with jurisdiction;
.. a photocopy of the Identity documents of the directors and council members.
.. forms with data on the company and its shareholders, duly filled out,
accompanied by proof of payment of filing fees.
The filing of the Incorporation documents and subsequent amendments of other commercial companies must, in the same manner, be presented to the President of the Commercial Registry with jurisdiction over the place of the company’s head
office, by way of a petition signed and dated by any partner, by an attorney or a person duly authorised.
Generally the request to file the acts of incorporation of other commercial companies must be accompanied by the following documents:
.. three original counterparts of the Articles of Association signed by all the partners and two witnesses. If the document consists of more than one page, each page should be initialled by the partners.
.. a photocopy of each partner’s identity card. In the case of a partner who is a foreign individual, a copy of his/her foreign identification document issued by the competent authority in his/her country of origin, duly legalised by the Brazilian Consulate with jurisdiction.
.. a power-of-attorney granted by the foreign resident partners signed before a Public Notary in their country of origin, legalised at the Brazilian Consulate, translated by a public translator in Brazil and registered at any Brazilian Deeds and Documents Registry Office.
.. a document as a proof of existence of the foreign legal entity partner in its country of origin duly legalised at the Brazilian Consulate;
.. a personal declaration by each partner or manager of the society that he is not prevented from engaging in commercial activities in Brazil.
.. forms with data on the company and its partners, duly filled out, accompanied by proof of payment of filing fees.

5.2.2. THE CIVIL REGISTRY

The Civil company, defined as that company which has not adopted the structure of an S.A. and does not engage in commercial activities, comes into existence upon the registration of its Articles of Association or By-Laws at the Civil Registry with jurisdiction over the place of the company’s head office.
To accomplish its registration, the civil company, duly represented by its managing partner, or attorney-in-fact or manager, must file a petition with the Civil Registry accompanied by the following documents:
.. the Articles of Association or By-Laws duly signed by its founding partners.
.. photocopies of the Identity documents of the partners.
.. a proxy granted by foreign resident partners, signed before the Public Notary of his country of origin, legalised at the Brazilian Consulate, translated by a public translator and registered at the Public Notary’s Office.
.. documents proving the existence of the partners domiciled or headquartered abroad, duly legalized at the Brazilian Consulate with jurisdiction;
.. a copy of the full or summarised official publication of the Articles of Association, contract or By-laws.
The civil companies’ contracts, Articles of Association or By-laws may only be filed at the Civil Registry, if they have been certified by a lawyer and the signatures of all the partners have been notarised. The actual act of registration of a civil company consists of a declaration by a public officer, registered in a proper book at the Civil Registry, of the presentation and registration of the incorporation act.