Setup Introduction to the Firm

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FOREIGN BUSINESS CONSULTANTS

[email protected] www.setupglobal.com skype: hector garcia lopez

What we do practical Solutions and measurable Results

Setup Global Foreign Business Consultants Al. Rio Negro 1084 • Alphaville, Barueri • Sao Paulo, Brazil phone: ++ 55-11-41918515 • fax: ++ 55-11-41918516 [email protected] • www.setupglobal.com

We are a Sao Paulo, Brazil based integrated Business Consul6ng firm, providing integrated strategies, prac6cal solu6ons and measurable results to clients in a variety of areas and fields.

Our range of services include:

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•  Corporate Services •  Feasibility Studies •  FDI Foreign Direct Investment •  SeDng-‐Up and Incorpora6on in Latam •  Licensing Technology Contracts •  Franchising in Brazil & Latam •  M&A Mergers & Acquisi6ons •  Physical Loca6on Search •  Business Reorganiza6on •  Taxa6on & Tax Equaliza6on Services •  Outsourcing

Corporate services for Start-‐Ups and established Businesses

We perform a complete range of services for “start-‐ups” (with special aUen6on to the needs of the foreign investor coming to Brazil and / or La6n America) and for “established businesses”.

These services enable the client to keep focused onits core business while all the other issues, not related to the main ac6vity of the company, can be contracted to our firm.

Our concept is to provide, on a one stop – 360 degrees basis, trust, speed, efficiency and cost saving services on the support and background related to the administra6ve, financial, logis6c, technological, legal and fiscal tasks associated with a “new venture”.

Our main services in this area include:

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Market Search

Acquiring Incorpora6on

Legal representa6on Capital registra6on

Accoun6ng Tax compliance Financial advise Human Resources

Corporate services 4

Market Research on exis6ng or new / poten6al businesses;

benchmarking to compe6tors;

Providing assistance on the acquisi6on or merging into a

business

Registra6on and all the processes required for the new company to start opera6ons

Registra6on before the Central Bank, capital structure, repatria6on planning, etc

Legal representa6on of the shareholder during the start-‐up

phase of the business

Policies, standards, IFRS, repor6ng, currency transla6on,

etc

Market Research

Acquisitions

Incorporation

Capital Registration

Legal Representation

Accounting


Federal, state & municipal taxes, tax saving planning, tax

equaliza6on, etc

Tax Compliance

Opening of bank accounts, credit lines, project finance, short &

long term finance, etc

Labor & employment prac6ces, contract HR management,

staffing services, etc

Financial Advise Human Resources

Feasibility studies most new Projects / new Companies start with ….

A “feasibility study” can be defined as a controlled process for iden6fying problems and opportuni6es, determining objec6ves, describing situa6ons, defining successful outcomes and assessing the range of costs / benefits associated with a project.

It is conducted during the delibera6on phase of the business development cycle prior to commencement of a formal Business Plan. It is an analy6cal tool that includes recommenda6ons and limita6ons, which are u6lized in the decision making process.

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The “Business Feasibility Study, BFS” is mainly used to support the decision making process based on a cost-‐benefit analysis of the actual business of project viability.

It is es6mated that few ideas are actually commercially viable.

Then a BFS is an effec6ve way to safeguard against wastage of further investment or resources.

If a project is then feasible, the next step should be moving to a Business Plan.


Foreign direct investment we can assist Clients on Inbound and Outbound FDI Projects


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FDI plays a growing role in global business. It can provide a firm with new markets and marke6ng channels, cheaper produc6on facili6es, access to new technology, products, skills and financing.

For a host country or the foreign firm which receives the investment, it can provide a source of new technologies, capital, processes, products, organiza6onal technologies and management skills.

Foreign direct investment is defined as a company from one country making a physical investment into building a factory in another country. The direct investment in buildings, machinery and equipment is in contrast with making a porbolio investment, which is considered an indirect investment.

It may take many forms, such as a direct acquisi6on of a foreign firm, construc6on of a facility, or investment in a joint venture or strategic alliance with a local firm with aUendant input of technology, licensing of intellectual property, etc.

Incorporation setting up in Brazil and Latin America


Our services in this field are oriented to seUling-‐in subsidiaries in La6n America for established mul6na6onal companies (MNC’s) and / or companies in process of interna6onaliza6on (new MNC’s) seeking to expand their presence, sales and opera6ons into new, uncharted territories.

Our consultants speak the language (Portuguese and Spanish in addi6on to English) and master the culture of all La6n American countries.

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We have helped and assisted clients, incorpora6ng companies and developing business structures in Brazil, Argen6na, Peru, Colombia and elsewhere in La6n America thru our network of associate partners located in every country.

Above services are comlemented with some of our guidelines and e-‐books in the series “e-‐Basics: How to Do Business in ....” the respec6ve countries.

Licensing contracts dra>ing and registra@on of Technology Agreements

We offer services covering IP (Intellectual Property) genera6on, protec6on and management.

Our services are offered by trained and experienced personnel whose specializa6on and training suit the requirements of the client.

Our services are provided with a blend of technology, management and law.

Our technology and legal measures enable us to maintain confiden6ality of client informa6on at all 6mes.

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Trademarks & Patents

Royal6es Industrial Designs Technology Transfer Licensing Contracts

Franchising Soeware

Technology Protec6on Unfair Compe66on

Franchising Latin America we can assist Franchisor and Franchisee to get things done …


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So whether you are a Franchisor, wish to own a Franchise or launch a new franchise concept, we have the experience, resources and foresight for the journey ahead. We work together with people and businesses to establish and market franchises regionally, na6onally and cross-‐border as well. Our services span concept development, franchise set-‐up, legal and finance requirements, construc6on, administra6on, opera6ons, marke6ng and sales. We are well connected with the Brazilian business environment and the ABF (Brazilian Franchising Associa6on).

Mergers & acquisitions Programs to meet every Client’s need


We can assist our local, regional and interna6onal clients or would-‐be clients in the arena of M&A (merger, consolida6on, spin-‐off, acquisi6on and incorpora6on) with a program designed to meet every client’s need and adjusted to a single or mul6ple menu of alterna6ves, depending on the specific case or situa6on.

Mergers and Acquisi6ons are regular opera6ons in a number of countries. A law or several laws regulate the procedures for mergers, consolida6ons, spin-‐offs, acquisi6ons and incorpora6ons, among other issues.

The “due diligence” is the process of research and analysis that takes place in advance of an investment, takeover or business partnership. The poten6al investor needs to check the background and principals of the target company.

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Mergers & acquisitions


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Location search the search of the physical Location for Business

We provide to our clients and / or poten6al clients several services associated with the search of a loca6on for doing business.

We will work out a solu6on, either for Commercial property (offices, plant, logis6cs site) or Residen6al real estate (homes, apartments, loes, flats, gated communi6es, etc).

Above services are complemented with some of our guidelines and e-‐books in the series “e-‐Basics: How to Select your Facility in ...” series.

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Location search the search of the physical Location for the Business

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Business reorganization restructuring of a Business

In the legal context, a corpora6on with serious financial difficul6es may be given 6me to reorganize while being protected from creditors by the bankruptcy court of law. The court aims to help a company with a viable plan to make money an opportunity to aUempt repayment to creditors, who might otherwise be lee with no assets to collect from.

The laws of the Bankruptcy Code provide a process for rehabilita6ng the company’s faltering business. Some6mes the company successfully works out a plan to return to profitability; some6mes, in the end, it liquidates.

Under a legal reorganiza6on, a company usually keeps doing business.

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Taxation services Tax savings, regulations & compliance

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•  Federal, State, Municipal taxes

•  Tax on remunera6on packages

•  Expatriates taxa6on

•  Social Security advice

•  Transfer pricing and tax effects

•  Tax trea6es & cross border

•  Tax due diligence procedures

•  Taxes on intellectual property

Tax Services •  We understand and work with –

virtually-‐ all worldwide jurisdic6ons.

•  Taxa6on of US / Canada / European / Asian / Latam expatriates.

•  Assis6ng companies in the implementa6on of tax equaliza6on global policies.

•  Developing tax protec6on programs

Tax Equalization


Outsourcing single Point of Management


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Our team is ready to undertake tasks that are not directly related to the client’s main ac6vity. The works outsourced thru Setup Global as a general contractor (“single point of management”), incorpora6ng a full service proposal and coordina6ng all relevant project phases, bring a direct and immediate benefit to the client’s organiza6on not only by the high qualifica6on of the technical team but also by the transparency and personaliza6on of the services. Outsourcing does not mean losing control or facing difficulty on having access to data or informa6on base, since our methodology enables full transparency of execu6on and a close and frequent contact between our team and the client.

Business consultancy several Areas of expertise

Setup Global is devoted to helping small and medium sized businesses succeed. Our experience uniquely qualifies us to help people who already own an exis6ng business or want to start a new one.

We offer professional help and implementa6on advise in areas such as:

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Portfolio cases sample Cases of our Work for local and global Companies

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FDI Outbound (Brazil-‐Peru)

FDI Inbound (USA-‐Brazil)

Co. Reorganiza@on Argen@na

FDI Inbound (USA-‐Brazil) Business Sector: ENGINEERING Business Sector: CHEMICALS

Business Sector: MINING Business Sector: AUTOMOTIVE PARTS


Portfolio cases sample Cases of our Work for local and global Companies

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Local Content O&G Brazil

Feasibility Study Franchising Business Sector: COSMETICS

Business Sector : OIL & GAS


Tax Equaliza@on Germany-‐Brazil Business Sector: HYDRO ENERGY

Trademarks Licensing Business Sector: COSMETICS

About us Setup Global was founded in 2001

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Andrea Massoud Partner

Setup Global Mobile ++(5511) 77137542 | ++(5511) 99765535

Office ++(5511) 41918515 | Fax ++(5511) 41918516 [email protected]

www.setupglobal.com

Hector Garcia Lopez Partner

Setup Global Mobile ++(5511) 77137539 | Nextel ID 55*5*28972

Office ++(5511) 41918515 | Fax ++(5511) 41918516 [email protected]

www.setupglobal.com

We enjoy very much working with start-‐ups and small companies. Our consultants have a thorough understanding of this environment, having chosen to work in it themselves. We are able to assist start-‐up business in many and crea6ve ways. It is becoming now a regular feature, that most organiza6ons we serve do business in more than one country. And when global companies need consul6ng, they need these services to be global, too. Founded in 2001, Setup Global services have evolved to meet the needs of our clients, including using technology in new and beUer ways.

Where we are we are Available to talk Business …

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Plaza Building

Plaza Building

Alphaville, Sao Paulo

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FOREIGN BUSINESS CONSULTANTS

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