How to Open a Company (CNPJ, Single, Individual)

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How to open a company?
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How to Open a Company

"I do not know how to start a business. Can you help me?". I have listened to this question thousands of times in recent years, and almost always the answer, at first simple for the beginning entrepreneur, turned into a conversation of more than an hour, and that he came out with many answers, but also with many questions to ask about your own business. The act of undertaking in Brazil, is still a not very clear path for the new entrepreneurs, and that often discourages the formalization of beginner businesses.

how to open a business

We will use this space to understand and demystify this stage of your business, and associate the legal and legal terms with your practical needs. This is a first barrier that we have to take down to proceed. Yes, the legal terms are sometimes boring, it may not even be yours praia, but are part of the business environment. There's no getting around that.

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The Steps for Starting a Business

Coming from the premise that you already have a good business idea and just want to legally open your business, let's now see the general steps that all businesses need to go through. Of course, it is always important and obligatory that this process be accompanied by your accountant:

  1. Creation of the Social Contract
  2. Registration at the Board of Trade
  3. Issuance of CNPJ and Choice of Activity
  4. Municipal and State Registration
  5. Operating Permits
  6. Download

For some types of companies and activities, some of these steps are exempt or not applicable, but in general, all companies go through almost all of these steps. Let's see one by one:

1) Creation of the Social Contract

The social contract is the most important document of a business, since it is where all the main definitions of the business will be, such as social capital, partners, functioning of society as a whole, developed activities, etc. Let's see below some important definitions that will be in your social contract.

1) Definition of Social Purpose

What is the company going to work with? This should be clearly described in your contract, as many future definitions were based on and limited by what is defined. It is not enough to explain your work process, or the facilities that will be presented to the client, but what your company will do to receive money in return. Let's look at a case to illustrate this confusion:

Once, a customer came to us telling us their site to assist with the organization of weddings. Notice that in that sentence, he said what the site was going to do, but not how it would generate revenue. In the end, the company had several activities, such as BUSINESS INTERMEDIATION (charged a service provider fee per closed deal), and ADVERTISING VEHICLE ON THE SITE (who wanted to pay to display their brand on the site). In other words, this is what actually describes the corporate purpose of the company.

It is important to know that you can have as many activities as you want in the social object of your company, such as website development, book trading and yoga teaching.

2) Definition of Social Rationale

Every company has a social name. The corporate name is the formal name of the company, and consists of 2 parts: i) a proper identification, for example GLOBEX; and ii) indication of its area of ​​activity COMERCIO S / A, then we have the corporate name GLOBEX COMERCIO S / A.

In parallel, the company may adopt a fancy name, such as COLD POINT which is the case of the example above. The fancy name is not mandatory, and may be included after the company's incorporation. In the case of a fancy name, it is recommended to register the name in the INPI (www.inpi.gov.br). We'll talk about this with more depth in the future.

3) Definition of Capital Stock

O capital represents how much (in cash), the entrepreneurs will put as collateral of the company before third parties. There is no legal formula or limitation (minimum or maximum) required by law. Even if there is no formula, some indicators are useful for determining it:

a) What is the investment capacity of each partner when the company is created?

b) How much does the market require capital to close business with your company? This issue is more relevant in commercial enterprises than in service firms.

c) What guarantee do the members intend to provide to third parties? Suppliers, banks, etc ... The higher the capital, the higher your credit limit, but also the greater the liability of the members.

Frequently, I see the services company constituting a share capital of less than R $ 5.000,00, which would be the minimum necessary to start the operation. I emphasize that this is not a rule, but an observation about what is practiced.

4) Definition of the Type of Company

The types of companies allowed are defined by the civil code. They are more of 10 types, the most usual being THE COMPANY LIMITED. This type of company consists of at least 2 partners. At the moment it is necessary to define who will be the participants and what the participation of each in the SOCIAL CAPITAL of the company. This represents the right and responsibility of each one on the assets of the same.

5) Definition of Business Administrators

It is through the contrato social which defines who can sign for the company. Who can buy, sign contracts, borrow, hire or fire employees, ultimately make the decisions of the day to day business. The company may have multiple administrators and each with different powers. You can even determine that more complex operations such as buying a vehicle can only be signed together by all managers.

In this case, the civil code is also broad, and allows for numerous combinations. The important thing is to understand that the choice can not make up the day-to-day business. Reflect well on the powers that will be given to each versus the agility that the company needs to run its business. This is also an extensive topic that we will address in the future.

7) Where Will the Company Headquarters

The place of operation is important for obtaining the operating authorizations. Many municipalities allow the company to be installed in the residence of one of the partners, when there is no movement of people or merchandise in these addresses. This practice is services and technology companies that do not have employees. This option minimizes the cost of leasing commercial rooms when the actual operational size of the company is not yet known.

Answered these questions, you have just written your social contract. This is the primary document for the formalization of the company. All actions of the company are based on this document and the information signed on it.

2) Registration with the Board of Trade

Following the drafting of the social contract, you must register it in the commercial or legal board of legal entities of your state. It is important that before you do so, you should research if your business name is available, as this may make your entry noticed. We always suggest that you consult the Board of your state before proceeding with the registration, as each one has its own particularities. In any case, you typically need to bring the following documents:

  • 3 Authenticated Social Contract Paths
  • Copies of the RG and CPF of all the authenticated members
  • Completed Board Enrollment Form
  • Proof of payment of registration fee

3) Issuance of CNPJ and Definition of Activity

When your company has been approved and enrolled in the Board, you will receive an NIRE (Company Registration Number). With it, you can go directly to the IRS and to enter your application process.

It is also in that moment that you will define the activities of your business. You must have a primary activity and up to 14 secondary. This will define the type of invoice you can issue and operations you may have.

4) State and Municipal Registration

Both the municipal or state registry may end up being made along with the issuance of the CNPJ or registration with the Board of Trade. However, this depends on state to state. In some cases, they must be made separately in the federal (state) revenue or in the city hall of your city (municipal)

5) Operating Permit

The charter is the document that will prove that your company can literally open its doors to the market. It should be issued to your city hall. At that point, it is important before renting any property, check if your location is according to the activity of your business!

6) Operating Licenses

Finally, depending on the type of activity of your business, also of your city and state, there are some licenses that must be taken for the business to operate. They are complements to the operating license. Although there is a wide variety, in general there are 3 types of licenses:

  • Environmental
  • Health
  • Safety

The good planning of this step eliminates costs and gives agility to the company, in addition to the tax and business planning appropriate for your business.

If symptoms persist, look for a counter.

If you have any questions about accounting or how to open a company, leave a comment on this post and we will reply to you as soon as possible!

If you need tools to help you resolve the question "how to start a business", be sure to check out our Package with Worksheets for Business Opening!

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19 COMMENTS

  1. Hi Eliana, at first I see the MEI always as a great option for those who are starting, because it is simple, easy to register and cheap. Now it is important that your activity is among the possibilities registered in the Entrepreneur Portal. Regarding the doubts regarding the registered activity, it is worth thinking about the functions that you will perform as a virtual assistant and look for the related possibilities there in the portal. A google search will also help.

  2. Good evening. I'm starting a virtual assistant job. Still it is only in the idea because I have doubts with respect to the values ​​to be charged, works to be offered and target public (these questions had great help in the article "I had an idea and now"), among others. I think the initial path would be MEI, am I right? I have a lot of questions about the activity specification to be registered. Thanks.

  3. Good morning I would like to know what I should do to open a small watch company. Thank you

  4. Hi Junior,

    It's OK? Actually, by its description it seems that intermediation and participation would be the most appropriate, but I think you can have a safer direct response with your accountant, okay?

    Hugs!

  5. Hi, I do intermediation and business participation in general, such as intermediation of purchase and sale of judicial records (precatórios, credit rights), intermediation of buying and selling of precious metals, intermediation of business between companies (I make the presentation of companies for effective business) Capturing business for companies in various segments, brokerage in the purchase and sale of precious stones, etc ...
    In fact what I do and capture business for network that I own and gain participation in these intermediations,
    I would like to know what type of company is constituted so that I can collect the taxes due and issue a receipt for the accessory provided for intermediation.
    In what category do I fit in? Accessory? Consulting? Intermediation and participation in business?

    Thanks in advance for your help.

  6. Claudio,

    The profession of realtor is a regulated activity. In the case presented the object of the social contract would have to be: "provision of real estate brokerage services and business intermediation in general".

    An addendum - if the company places the activity of brokerage or intermediation of real estate, it must have in its pictures at least one person registered in the CRECI (Regional Council of Realtors). This person (partner or not) will sign the technical documents that the profession requires.

    Good business for you.

  7. Can I simply put "business intermediation" as the object of a social contract? My operation covers real estate (brokerage) business and opening up business opportunities for Information Technology companies. In short I am a salesman.

  8. Hello Renata,

    I think your doubt must be between MEI (individual microentrepreneur) or open a microenterprise.

    About MEI.
    The MEI is a way to create all the formality of a company without having to have a partner.

    Advantages of MEI:
    1 - No cost to open;
    2 - You only pay R $ 36,10 per tax month;
    3 - Has CNPJ, Permit and Nota Fiscal in the same format of the companies;
    4 - You do not need to keep costs with counter

    Disadvantages of MEI:

    1- Maximum revenue from MEI is R $ 60.000,00 (accumulated for 12 months);
    2 - Can only have at most 2 employees.

    SEBRAE has developed a portal just to deal with it. It even indicates accounting offices in each neighborhood that can give you free assistance to legalize your MEI (PS - Support to legalize MEI has to be free, other services may be charged).

    My suggestion - Start with MEI. If the business succeeds, switch to Microenterprise at SIMPLES NACIONAL.

    Good luck and good deals.

  9. Please, I want to open a small shop for nail polish and nail products. Is there any difference between individual company and micro enterprise? I am very lost, I would like to know about the license, state registration, finally, everything about the micro entrepreneur. thanks!!

  10. Good Morning!
    I have the CRM and I am in the process of hiring a clinic, but they are demanding CNPJ to hire me, so I intend to open an individual company with limited liability, the question is: With regard to social capital, it in the contract, but in my case I will use the CNPJ just to receive my salary, how do I? What more or less value do I have to report? and in relation to the address, how can I not have a clinic, can I get the address of my residence?

    Wait…
    Thank you ...

  11. Good Morning!

    Very interesting question. A society of doctors must be classified as SIMPLE COMPANY and registered RCPJ (Civil Registry of Legal Entities) of the city where it will be the headquarters of the company.

    If all the partners are doctors, the recommendation is that it is a PURE SIMPLE COMPANY and so the company will pay fixed ISS, not per aliquot. This choice represents (on average) the reduction in 1 / 3 of the tax burden of the new company.

    The Rio RCPJ website (http://www.rcpj-rj.com.br/rcpj.web/#) provides some models of contract and an area of ​​doubts that will assist you in the bureaucratic part.

    Hope this helps. And send more interesting questions.

    Hugs.

  12. Good Morning!
    I need help, I want to know how to open a company for a CRM, which legal type would be better for this type of person, since the activities of doctor can not be framed in the National Simple? and where do I file a contract, at the JC or at the notary's office?
    I look forward to the answer.
    Thank you.

  13. I need help, I want to know how to open a company for a CRM, which legal type would be better for this type of person, since the activities of doctor can not be framed in the National Simple? and where do I file a contract, at the JC or at the notary's office?
    I look forward to the answer.
    Thank you.

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