Adccont

Starting a business in Brazil is a task seen as a challenge, as it is quite complex and with procedures that may surprise those who are not adequately prepared for this process. Therefore, among the first measures to be taken by investors and foreign business managers should be the search for local partners to support the fulfillment of all the necessary steps. When opening a business in Brazil, the investor is faced with a large volume of requirements. This year, with Provisional Measure No. 1,040/2021, the government plans to increase 20 positions in the Doing Business ranking. The set of legal changes arrives to facilitate the opening and installation of companies, among other actions to modernize the process. This MP facilitates the opening and installation of businesses and attracting foreign investments. The initiative eliminates some procedures: · elimination of prior location feasibility research; · elimination of pre-search for business name; · unification of tax registrations; · exclusion of the ban on archiving similar business names; · Prohibition for the request for notarization of signature; · Revocation of the provision of inactivation due to lack of registration. Opening a branch of a foreign company OR opening a Brazilian company with foreign capital First of all, it is essential to assess whether the best path is to open a branch or a foreign company with foreign capital. It is necessary to take into account the objectives and analyze each case in its particularities, but it is known that legalizing a branch of a foreign company is a procedure that involves more formalities. This process is more bureaucratic and brings a series of extra requirements from the process of obtaining the authorization to operate. Opening a company with foreign capital is usually quicker, as this type of resource can enter Brazil freely, with only a few exceptions and restrictions. There is a ban on foreign participation in: activities related to nuclear energy, postal and telegraph services, the aerospace sector, among others.

• Definition of a representative domiciled in Brazil It is mandatory to appoint a proxy for the foreign investor, who may also be designated as the administrator, director and/or legal representative of the company being incorporated. This attorney or legal representative must: be domiciled in Brazil, be a native Brazilian, naturalized or foreigner with a permanent visa in Brazil and fixed residence in the country and be empowered to manage the entity’s assets and rights in the country and represent it before the Revenue. This is because the legal and fiscal responsibility of the business will fall on him. • Organization of documents issued abroad for use in Brazil It is necessary to consider whether the foreign investor is from a country that has ratified the Hague Convention or not. If so, the validation of documents is carried out by means of the “Apostille of The Hague” or “Apostille”, which certifies the public documents between the signatory countries of the convention. Otherwise, before submission to Brazilian public bodies, and for it to have legal value, the documentation must be consularized in the issuing country, in addition to undergoing a sworn translation. Documents written in a foreign language must be translated into Portuguese by a sworn translator in order to have legal effects in the country. • CNPJ registration Legal entities domiciled abroad are required to register with the National Register of Legal Entities (CNPJ) when making investments (corporate holdings in Brazilian legal entities). In this case, it is necessary to register with the Declaratory Registry of Non-Residents (CDNR), a system that came into effect in 2019, replacing the old Register of Companies (Cademp) of the Central Bank of Brazil (Bacen). • Preparation of the Articles of Incorporation In order to prepare the articles of incorporation, the company must have legal support to ensure compliance with Brazilian laws. This document will list a series of information about the company, such as corporate name, corporate purpose, share capital, head office, address, constitution, among others. • Inflow of investments It will be necessary to register the operation with the Central Bank. This is done through the Electronic Declaratory Registration – Foreign Direct Investment (RDE-IED). The entry of foreign capital into Brazil must be formally done through the traditional banking system.

Companies can now join the new edition of the Federal Government’s Emergency Employment and Income Maintenance Program, starting today (28). The new rules of the program, which allows the suspension of employment contracts and the reduction of employees’ wages and salaries, were published in the Official Gazette with MP No. 1,045. Rules of the BEM program in 2021 • Employer and worker must negotiate an agreement; • Hours may be cut by 25%, 50% or 70%, with a proportional reduction in salary; • Employment contract may be suspended; • Measures must be valid for up to 120 days, that is, four months; • In this period, a worker receives compensation for the loss of income; • Calculation of the benefit depends on the percentage of the workday cut and the amount that the worker is currently entitled to with unemployment insurance. HOW WORKER COMPENSATION WORKS The Government will pay compensation for the loss of income of the worker. It must be calculated based on the value of unemployment insurance and the percentage of the workday cut in the worker, in an agreement for reduction of 50%, the employee receives 50% of the salary of the company and 50% of the unemployment insurance portion. The aid ceiling, therefore, would be paid in case of contract suspension and would be in the amount of unemployment insurance, which currently can reach R $ 1,911.84. The government brings another Provisional Measure, MP 1,046 with more temporary changes in labor rules, including: • Anticipation of vacations individually (with payment postponed for the third of vacations as a relief measure to the companies’ cash); • Granting collective vacations; • Anticipate holidays; • Flexibility of rules to change work regime for home office; • Constitute a special hour bank regime (with the possibility of compensation in up to 18 months); • Postponement of employees’ FGTS payment for up to four months. FGTS Another MP, No. 1,046, allows companies to postpone FGTS payments from employees for up to 4 months – wages from May to August. In the case of the FGTS postponement, the suspension will be temporary and will have to be compensated later by the boss, and may be in up to four installments started in September. One of the provisional measures provides for the authorization to anticipate holidays and more flexible rules for collective vacations.   VACATION AND HOUR BANK The employer may also anticipate the employee’s vacation, and must inform him / her at least 48 hours in advance, in writing or by electronic means. Vacations may not be taken in periods of less than five calendar days and may be granted by an employer act, even if the acquisition period has not been completed, during the 120-day period from the publication, the employer may change the regime of face-to-face work for teleworking, remote work or other distance work and determining the return to the face-to-face work regime, regardless of the existence of individual or collective agreements The government also created a special hour bank compensation regime because of the measures, extending the period for adjusting hours worked. The focus is on the employee who has not completed the entire workday provided for in the contract due to measures to restrict the operation of certain economic activities, the worker has up to 18 months to compensate for the “negative hours”. Currently, the period varies between 6 and 12 months.