Registering a company in the region: a local specialist files, we prepare and check

What is happening

A Russian company has chosen Brazil and the Ltda form, but does not know whom to appoint as the locally resident representative or what documents the state commercial registry will ask for.

A founder has received a document list in Spanish from a Mexican notary and cannot tell which documents are to be prepared in Russia and which locally.

An Argentine lawyer has sent draft articles and an invoice, and the owner wants someone to review the articles, the directors' powers and the governance rules independently before signing.

What the law says

• In Brazil, a company is registered with the state commercial registry (Junta Comercial) through the REDESIM system and obtains a CNPJ tax number from Receita Federal; the foreign shareholder also obtains a CNPJ or CPF.
• In Mexico, approval of the company name is first obtained from the Ministry of Economy, the deed of incorporation is executed before a notario público or corredor público, and the company is entered in the Registro Público de Comercio and receives an RFC from SAT. A company with foreign capital must register with the National Registry of Foreign Investment within 40 working days (Article 32 of the Mexican Foreign Investment Law).
• In Argentina, a foreign company holding an interest in a local company must itself register with the public registry (Article 123 of Companies Law No. 19,550); in Buenos Aires the registry is kept by the Inspección General de Justicia, and the provinces have their own. The tax number is the CUIT.
• In Chile, a company is formed either the traditional way, through a notary and the Registro de Comercio, or online in the Registro de Empresas y Sociedades under Law No. 20,659, with the RUT issued by SII. In Colombia, an S.A.S. is created by private document and registered with the chamber of commerce (RUES registry), with the NIT issued by DIAN. In Peru, incorporation is by notarial deed entered with SUNARP, with the RUC issued by SUNAT.
• The Russian party's representative acts under a power of attorney (Articles 182, 185 and 185.1 of the Russian Civil Code); a Russian notary certifies the accuracy of a translation or the authenticity of the translator's signature (Article 81 of the Fundamentals of Russian Legislation on Notaries No. 4462-1 of 11 February 1993).

What we do

• We write a brief for the local specialist: the form, shareholders, manager, business activities and the documents required from the Russian side.
• If you have no specialist in the country, we select and vet one together with you; if you already have one, we work with them.
• We prepare the Russian company's resolution to participate in the foreign company and powers of attorney for the local representative.
• We gather an extract from the Unified State Register of Legal Entities (EGRUL) and the constitutional documents, and arrange notarisation, apostille or consular legalisation and translation into Spanish; documents in Portuguese are translated with the help of a translator.
• We review the local company's draft constitutional documents: the manager's powers, decision-making rules and the Russian shareholder's rights.
• We check the result: the registry entry, the tax number, registration of the foreign investment where required, and the list of follow-up filings in the country.
• We pass on the information needed for Russian notifications; Russian currency control and tax compliance are separate services within this practice.

What we will need from you

• A decision on the country and company form; if there is none yet, we start with choosing a country and form, which is a separate service.
• The Russian company's constitutional documents and details of the person who will sign the resolutions.
• Details of the future manager and representative in the country.
• Contact details of the local specialist, if already chosen.