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Types of Companies

 

There are several different types of companies in Brazil, namely: Non-profit company (Sociedade simples), General partnership (Sociedade em nome coletivo), Limited partnership (Sociedade em comandita simples), Limited partnership by shares (Sociedade em comandita por ações), Overt/covert partnership (Sociedade em conta de participação), Limited liability company (Sociedade limitada / Ltda.), Corporation (Sociedade anônima / S.A.)

The "Sociedade limitada" (Ltda) is for the large majority the best choice, it's the most widely used company form in Brazil and serves businesses of all sizes, from small design firms to large multinational companies.

Using EnterHow incorporation services to incorporate your business can save you both time and money with service that is fast, reliable, and affordable.

Comparison of the most commone legal entity types in Brazil

 

 

Limited Liability Company

(Limitada - Ltda.)

Joint stock company/ Corporation

(Sociedade Anônima – SA​)

Eireli

(Individual Company of Limited Liability)

Minimum authorized capital

No minimum corporate capital is required.

No minimum capital is required, but shareholders must integrate at least 10% of the issuance price of the shares subscribed in cash.

Given that the company relies on a sole holder, it is not required that the corporate capital is divided into quotas.

 

The minimum corporate capital may not be less than one hundred times the sum of the highest minimum salary applied in Brazil on the date of filing of registration.

Founders/shareholders

  • At least 2(two) shareholders
  • Individuals or legal entities (of Brazilian or foreign origin).
  • At least two shareholders for closely-held companies and three for publicly-held ones.
  • Individuals or legal entities (of Brazilian or foreign origin).
  • Only one holder – a one-man undertaking
  • Individual (of Brazilian or foreign origin).

Status

Legal entity

Legal entity

Legal entity

Liability

Partner’s liability is limited to the capital that has been paid in.

 

No liability: share subscribed and paid.

 

Limited to the shares shareholders subscribed and have not yet paid for.

Limited to the capital that has been paid in.

 

Unlimited: in case the corporate capital has not yet been paid in, unobserving the required minimum value.

Registered office

The main office of the Company needs to be located in the same state, in which company is registered.

Management bodies

Under Brazilian law, the officer of a limited liability company must be a natural person resident in Brazil.

 

The company may be managed by a non-partner, should that be provisioned in the articles of association.

 

A foreigner may be appointed to be the manager provided that he/she has permanent visa and is not otherwise prevented from occupying management positions.

Control is defined by the shareholders with voting rights. The controlling shareholder owns a major portion of the voting capital.

 

In compliance with company´s bylaws, corporate management will be performed by the Board of Directors and the executive office, or solely by the executive office.

Control exercised by the sole holder.

 

An Eireli may be managed by its owner or by a non-owner, as indicated on the incorporation document.

 

A foreigner may be appointed to be the manager, provided that he/ she has a permanent visa and is not otherwise prevented from occupying management positions.