Acquire 10 Certificates of Registries and Disputes (Certidão dos Cartórios de Protestos) from the Distributor of Disputes Registry
Agency: Disputes Registry (Cartórios de protesto)
The buyer can request the certificates on the existence of debts on the website: https://www.protesto.net.br/index.php?act=certidao. Although this certificate is not required by law, it is common practice to request it particularly in transactions between companies that tend to be more conservative and are usually assisted by lawyers. The seller will usually request 5-year certificates. 10-year certificates are also available for higher fees. There are 10 Protest Notaries in São Paulo, and it is necessary to research them all.
Time and cost: 2 days, BRL 133 (BRL 13.30 each (the total is BRL 133.30))
Acquire a Civil Distributor’s Certificate (Certidão dos Distribuidores Cívies), a Fiscal Executive Certificate (Certidão de Executivos Fiscais) and a Bankruptcy Certificate (Certidão de Falencias e Concordatas) from the City Court Office
Agency: Distributor of the State Courts (Tribunal de Justiça de São Paulo)
These three certificates guarantee that the seller does not owe any payment as a result of a civil, fiscal, and commercial legal dispute. Additionally, it states that no pending sentences or legal proceedings are linked to the seller.
These certificates can be retrieved online at no cost since August 2016 (https://esaj.tjsp.jus.br/sco/abrirCadastro.do). It takes around 1 day for the certificate to be issued if it is negative (that is, that the seller does not have any pending payment nor legal proceedings)
Certificates are issued immediately when requested in person at the Fórum do Tribunal de Justiça.
Time and cost: 1 day, no charge
Obtain a Labor Justice Certificate (Certidão da Justiça do Trabalho) from the Regional Labor Court
Agency: Regional Labor Court (Tribunal Regional de Trabalho No. 2)
This document is not required by law. Technically, the buyer and seller can agree to trust that all these checks are represented and warranted by the seller without needing to submit the certificate to the public notary. In practice, however, for transactions between companies, the seller will provide these documents.
Since January 2016, the Labor Justice certificate can be retrieved online immediately according to Act GP/CR No. 1/2016. This certificate identifies all the ongoing procedures at the Regional Labor Court in which the company (buyer) is a defendant. The certificate is valid for 90 days, and its authenticity can be verified online as well.
Time and cost: Less than one day (online), no charge
Obtain a Certificate of Good Standing on Labor Debts (Certidão Negativa de Débitos Trabalhistas)
Agency: High Labor Court (Tribunal Superior do Trabalho)
The Certificate of Good Standing on Labor Debts is not required by law and therefore does not prevent the registration of real estate transactions. It is, however, common practice and highly recommended to check the standing on labor debts of the seller.
Time and cost: Less than one day (online), no charge
Obtain a 20-year certificate (Certidão de matrícula) from the Real Estate Property Registry (Cartório de Registro de Imóveis)
Agency: Real Estate Property Registry (Cartório de Registro de Imóveis)
The 20-year certificate (Matricula) needs to be obtained in order to (i) certify the successive chain of owners (and ownership titles) of the plot in the past 20 years; (ii) check if the seller is really the owner of the property; and (iii) check about any encumbrances over the land.
The certificate might be requested online at https://www.registradores.org.br/Servicos/frmTabelaCustas.aspx. The digital certificate has the same legal validity as the one issued on paper format.
Time and cost: Less than one day (online), BRL 52.85
Request a Land-Tax Certificate and a Cadastral Certificate (Certidão de Dados Cadastrais do Imovel) from City Hall
Agency: Municipal Prefecture of Sao Paulo (Prefeitura Municipal de São Paulo)
These certificates can be obtained in the website: www.prefeitura.sp.gov.br
They will establish if there is any pending tax debt affecting the property.
The certificate is free if obtained online.
The buyer can waive this certificate if he assumes the obligation to pay all pending land tax debt related to the real state according to § 2 of Art. 1 of Decree 93.240/86.
Time and cost: Less than one day (online), no cost if obtained online
Acquire a Clearance Certificate from Tax Agency and a Federal Tax Clearance Certificate (Certidão de Débitos Relativos a Créditos Tributários Federais e à Dívida Ativa da União)
Agency: Federal Tax agency (Ministério da Fazenda, Procuradoria Geral da Fazenda Nacional, Secretaria da Receita Federal do Brasil – RFB)
The joint certificate (Certidão de Débitos Relativos a Créditos Tributários Federais e à Dívida Ativa da União) can be obtained online at www.receita.fazenda.gov.br since November 2014. The joint certificate includes:
- Clearance Certificate (Certidão Conjunta Negativa de Débitos relativos aos Tributos Federais e à Dívida Ativa da União emitida pelo Ministério da Fazenda – Procuradoria Geral da Fazenda Nacional – Secretaria da Receita Federal do Brasil) from the Tax Agency: this certificate includes the debts related to taxes administered by the Internal Revenue Service of Brazil (RFB) and the inscriptions on Union Debts with the General Attorney of National Treasury (PGFN). This certificate, which is issued in the name of the headquarters and applies to all its subsidiaries, refers only to the information of the taxpayer within the RFB and PGFN, and does not include social security contributions and the contributions due, by law, to third parties, including those debts enrolled in the National Social Security Institute (INSS), that are object of the second certificate.
- The Federal Tax Clearance Certificate (Certidão Negativa de Débitos relativos às Contribuições Previdenciárias e às de Terceiros emitida pelo Ministério da Fazenda, Secretaria da Receita Federal do Brasil) refers exclusively to social security contributions and the contributions owed by law, to third parties, including those enrolled in Union Debts (Dívida Ativa da União – DAU) and does not include other taxes administered by RFB and the remaining debts in the DAU, administered by the General Attorney of National Treasury (PGFN) object PGFN Joint Certificate / RFB.
If one is a certified representative of the company with a passcode, one can obtain this certificate online at www.receita.fazenda.gov.br/previdencia/CND free of charge. The certificate was formerly provided by the National Social Security Institute (INSS), but is now provided by the Internal Revenue Service, after both agencies were partially unified according to Law N° 11.457/07.
Time and cost: Less than one day (online), no charge
Acquire a Worker’s Fund Certificate (Certidão de Regularidade de Situação do FGTS) at the federal bank- Caixa Economica Federal
Agency: Federal bank (Caixa Economica Federal)
The Worker’s Fund Certificate assures that the company has kept its pension fund plan up to date with payments. This certificate is obtained online at the site Caixa Economica (https://webp.caixa.gov.br/cidadao/Crf/FgeCfSCriteriosPesquisa.asp) free of charge. It is not required by law, but in practice it is usually requested by the buyer in transactions between companies.
Time and cost: Less than one day (online), no charge
Acquire a Federal Justice Certificate (Certidão da Justiça Federal) from the Receita Federal – (Certidão de Distribuição de Ações e Execuções Cíveis, Fiscais, Criminais e dos Juizados Especiais Federais Criminais Adjuntos junto ao Poder Judiciário – Justiça Federal de Primeiro Grau em São Paulo)
Agency: Justiça Federal
This certificate is obtained online at (http://www.jfsp.jus.br/certidoes-emissaoonline/). The certificate will show if there are any pending cases at civil, tax, criminal and special federal criminal courts. If the company has any pending claims, the certificate will have to be picked up in person by a representative at the Justiça Federal.
Time and cost: Less than one day (online), no charge
Verify the company’s information at the Company Registry (Junta Comercial de Estado de São Paulo)
Agency: Company Registry (Junta Comercial de Estado de São Paulo)
The company’s information is verified on the website of the Company Registry (Junta Comercial) to make sure that (i) the articles of association presented by the parties and (ii) the legal representatives mentioned in the articles of association correspond with the most recent ones registered.
Time and cost: Less than one day (online), no charge
Pay transfer tax (ITB I) and other fees at a commercial Bank
Agency: Municipal Prefecture of Sao Paulo (Prefeitura Municipal de São Paulo)
The buyer must pay the transfer tax before the parties can sign the transfer deed. Most notaries prefer to receive the tax payment themselves and then take care of transferring it to the Municipality because they are responsible for checking that the tax payment is correct. Notaries also must file a declaration of all the transactions that they were part of, given that they are jointly liable, to the tax authorities. For the ITBI, it is common practice for the notary to provide the payment form obtained online (http://www.prefeitura.sp.gov.br/cidade/secretarias/financas/servicos/itbi/) to the buyer.
Time and cost: Less than one day (online), BRL 48,130 (3% of the property value registered with the cadastre of the Prefecture for ITBI)
Drafting of Public Deed of Purchase and Sale (Escritura Pública de Venda e Compra) by a Public Notary (Tabelião de Notas)
Agency: Public Notary (Tabelião de Notas do Estado de São Paulo)
The notary will review all the documents obtained in the previous Procedures and proceed to notarize the sale deed. Notary fees are incurred for the notarization of the sale and purchase agreement.
Time and cost: 3 days, BRL 5,099.02 (BRL 5,099.02 (according to the fee schedule published on the official notary website))
Register the escritura (transfer deed) at the appropriate Real Estate Registry with jurisdiction over the property to finalize registration and name change
Agency: Real Estate Registry (Cartório de Registro de Imóveis)
There are 18 Real Estate Registries in São Paulo. The registration of the deed at the corresponding Real Estate Registry is required for the transfer of ownership of the property. It can be arranged directly by the parties or by the notary if the notary offers this supplementary service. By law, the Real Estate Registry has 30 days to analyze the documents and register the transfer deed.
Time and cost: 15 days, BRL 3,712.31 (BRL 3,712.31 (according to the schedule in https://www.registradores.org.br/Servicos/frmTabelaCustas.aspx))
Update the land taxation records (IPTU – Imposto Predial e Territorial Urbano) to the new owner’s name at City Hall
Agency: Municipal Prefecture of Sao Paulo (Prefeitura Municipal de São Paulo)
Theoretically, the Real Estate Registry should inform the Municipality about the transfer of the real estate and the Municipality should automatically update its land taxation records. In practice, however, this automatic system does not really work. The Municipality updates the records a few times a year, sometimes even only once a year. Therefore, in practice, the parties need to go to the Municipality and request the update.
Time and cost: 5 days, no charge
