Last updated: 1 September 2015
There are a number of steps required to open an online store fully compliant to Brazilian regulations. In this article we will detail the process of legally registering an e-commerce adventure in Brazil.
Background and Initial Steps
For some years, the e-commerce sector in Brazil operated with a relative lack of regulations, even though it expanded considerably and turned into a major part of the country’s retail industry. Since 2010, online stores had to comply to a law that introduced a set of requirements for their operation and since then have been subject to increased rigour for legal compliance.
One important aspect of this regulation is that it is only applied to national e-commerce websites, that is, only companies that are headquartered or have distribution centers in the country. For foreign online stores that sell and ship directly to Brazilian customers, the company registration process is not required. However, there are some product categories that are not allowed to be imported by customers, such as food, used goods, drugs and weapons.
Store owners are highly advised to register the e-commerce domain prior to starting the legal registration of its operating company. Domain registration in Brazil is offered by Registro.br and can be summed up as the emission of general information about the website’s owner and the payment of initial and annual fees. If the domain registrant does not yet have a CNPJ, or the company’s registration number, the process can be carried out using a personal identification number, the CPF, or a foreign company registration number, and later be transferred to a CPNJ.
The entire domain registration process can be carried out on the Registro.br website. Foreign companies are required to submit additional documents, like a power of attorney, and the presence of a local representative. More details on this process can be found in our article Brazilian Domain Name Registration.
Registering the E-commerce Business Operations
E-commerces in Brazil need to be legally registered as a commercial company at Juntas Comerciais, the country’s boards of trade. This registration needs to be done for each state where they operate a physical infrastructure. In addition to the registration with the state’s board of trade, the company also have to register with the municipality offices.
As a first procedure required for both these registrations, the e-commerce must constitute their Articles of Association and have it registered with the Junta Comercial. The Articles of Association will be necessary for the company to be granted a CNPJ, or the registration number with Receita Federal, the Brazilian Federal Revenue Service.
Registration with Junta Comercial
The company that operates the e-commerce website must be registered with Junta Comercial following similar procedures to the ones applied for retailers, in which a set of documents must be submitted and companies must issue a verification that no other business is registered with the same name. An important aspect to be noted is that the company’s brand name will normally be different than the registered name, since the later one is required to be included in the company’s commercial activities.
Considering the e-commerce will function similarly to a physical store, and be subject to the collection of ICMS, the Brazilian state tax on circulation of goods, it will be required to obtain an IE, or state registration. Since an agreement between Receita Federal and Juntas Comerciais, it is possible to obtain this registration in the same process required to obtain a CNPJ, and can be accomplished on the Junta Comercial website.
Registration with the Municipality Offices
Additionally, the company that represents the e-commerce website must be registered with its municipality office and be granted an Alvará, or a permit to operate inside the municipality’s borders. The procedure varies between each city and generally involves the emission of the CNPJ, IE and a report of the good conditions of two facilities: the company’s office and their warehouse. This last document is granted by Corpo de Bombeiros, the Brazilian Fire Department.
Nota Fiscal Registration
Trading companies in Brazil are required to issue a Nota Fiscal, or the documents that legally register the occurrence of commercial transactions. Since the introduction of Nota Fiscal Eletrônica, or NF-e, the process to issue these documents has been simplified, and currently involves being registered with the State Treasury Office, known as SEFAZ, and acquire a digital certificate from an authorized certification organization. More details on how to issue a Nota Fiscal can be found in our article How to Issue a Nota Fiscal Eletrônica.
Enabling Payment Platforms
Another important step in the process to start an e-commerce in Brazil is to enable an efficient payment platform. To this end, online stores must first open a bank account where the payment for purchases will be deposited to and choose the payment solution that best fits their needs. There are many models for e-commerce payment platforms in Brazil, and the choice for the most suitable one involves factors such as the number of monthly transactions, the risk of chargebacks and the environments where payment is taken place.
After setting up a payment platform and registering its business operations, e-commerce companies have the option to register its trademark as a way to prevent issues related to brand appropriation. Unlike the other registration processes, this one is not necessary for the company to operate legally, and might only be appealing to certain types of businesses.
The registration of a trademark can also be done online, through the web portal of INPI, the National Institute of Industrial Property. For this process, companies are required to send the information about their operations in the country and documentation of each owner, and also pay a BRL 355 fee. More details on this process can be found in the article Register a Trademark in Brazil.