What is the Business Start-up service?
Deciding to undertake business is a big decision! And the legal representation of the business is to open a company, whether it is a partnership, limited or a corporation, or an Eireli - individual limited liability company.
So, the first step is to understand what activity will be developed, how many partners are involved in the project, the role of each one, the financial contribution of each, the place where the company will be installed, etc.
The answer to all these questions will indicate the best "company" model to be opened and the best corporate and tax structure to be adopted.
So, "opening a company" is not just an inevitable bureaucratic act, but part of a strategy for the success of the business and good relationship of the partners and should not be done lightly.
How can advice on starting a business help you?
The TCT office has lawyers specialised in the corporate, tax and labour areas, who will understand the business and advise the client on the best structure to be formed.
Besides, the moment the company is opened is the time for the partners to align expectations, wills, make it clear how they intend to contribute, what vision they have for the future of the business, their personal and professional goals, etc. And all this must be written in the articles of association when the company is opened and/or in a private partners' agreement.
Unfortunately, most businessmen use "standard" contracts, sometimes badly formatted, which do not propose solutions to conflicts and when they run into a problem, years later, they are "tied" to the partner and lose the value invested.
For example, did you know that a limited partner can ask to leave the company by notifying the company 30 (thirty) days in advance? And that the company has to pay him the value of his participation? And that if the contract is silent, this payment has to be made in cash?
Now, imagine this situation and the potential for personal and business damage! Firstly, case law has already made it clear that the value of the company must be calculated based on the methodology used by the market, which is highly subjective. If the contract does not provide for the basis of calculation, the partners may spend years arguing over the amount due! On the other hand, if the value is known, the company may find itself decapitalised from night to day, by a personal decision of the withdrawing partner.
These and other situations must be thought out and written down in the document which is the company's "guide" - the articles of association.
What is the process of Opening a Company?
Initially, it is necessary to register the Opening of the Company, i.e., the entry in the competent body, either the Board of Trade, if Limited Liability Company, Joint Stock Company or Eireli, or the Registry of Legal Entities, when Simple Society.
After the constitution of the Company, the next step is to obtain the CNPJ/MF and State Registration, which respectively are: the registration of the Company with the Federal Revenue and State Revenue.
In addition, the Company will need a certificate issued by the Municipal Administration stating that the zoning is suitable for the activity it intends to carry out, i.e. that the property is located within the boundaries and zoning appropriate for its activity. This aspect, in fact, must be verified before the entrepreneur chooses the location as his head office.
Then, the Fire Department and Health Surveillance, if applicable, will make the inspection to verify that the Company is in compliance with all its regulations.
If it is an industrial company or with activities with polluting potential, before starting the opening process, the company must also provide a previous license from Cetesb (or equivalent).
The activity to be exercised by the company will guide the regulatory requirements and licenses required so that it can legally and fully act in its business, so that, before any bureaucratic procedure, the process must begin with a study of these steps and costs.
These are the basic and initial steps for the opening of a Company and a good lawyer is capable of managing the appropriate business planning for the business, as well as inserting the Company in all the applicable requirements and incentives.
What is the best time to consult the firm in the process of Opening a Business?
The client should contact the firm as soon as they have the business idea and are in agreement with the partners about starting a business.
The firm will then make a plan addressing all the aspects identified in the previous items, raising costs, deadlines and savings opportunities, so that the partners can make the final decision to go ahead with the project.
How else does TCT contribute to the process of Starting a Business in Brazil?
Opening the company late or not in accordance with the requirements, in addition to breaking the law, will prevent the entrepreneur from enjoying various benefits offered by the government.
After Opening a Company, it is important that the business starts on the "right foot", that is, with good models of private contracts between the Company and its suppliers, service agreements, sales, confidentiality agreements, human resources processes and effective documents, support for the company's fiscal area, among others. This way, the entrepreneur will have the security that the business will grow without legal intercurrences, depending only on the good administrative decisions of the partners.
Trevisan, Carvalho & Trevisan has extensive experience in Opening Businesses and in all the planning for their successful completion. We have specialized lawyers who will attend to the client in a personalized manner, understanding how your business works and your needs. Contact us.
