Page 126 - InvestmentGuideBrasilEng

Types of

companies

SOCIEDADE LIMITADA - LTDA. SOCIEDADE ANONIMA - S.A. EIRELI (SINGLE HOLDER LIMITED SOCIEDADE LIMITADA - LTDA. SOCIEDADE ANONIMA - S.A. EIRELI (SINGLE HOLDER LIMITED
(LIMITED LIABILITY (CORPORATION) LIABILITY COMPANY) (LIMITED LIABILITY (CORPORATION) LIABILITY COMPANY)
COMPANY – LLC) COMPANY – LLC)
? Business corporation formed ? Divided into shares;
? Business company formed by by either public or private capital ? Individual company; ? No minimum capital is
CLASSIFICA- individuals or capital; (either publicly or closely-held ? For profit. required, but shareholders
TION ? For profit. companies); must pay in at least 10% of the
? For profit. issuance price of the shares ? Given that the company relies
? Divided into quotas; subscribed in cash;
? No minimum corporate capi- ? The bylaws will establish: on a sole holder, it is not required
? Name: fictitious business tal is legally required; - the number of shares; and that the corporate capital is
? Corporate Name: name of one divided into quotas;
? Corporate Name: holder’s
or more of company’s partners + name or shareholders’ civil name name + “EIRELI”; or ? An increase of the corporate - whether the shares will have a ? The minimum corporate capi-
+ company's core business + “So-
“Limitada” or “Ltda.”; or capital is allowed as soon as all par value or not; tal may not be less than 100 (one
LEGAL NAME ciedade Anonima” or “Compan- ? Name: corporate purpose + the subscribed quotas are paid ? The corporate capital may be
? Name: corporate purpose + hia” or “S.A.” or “Cia.” (the latter “EIRELI”. hundred) times the sum of the
“Limitada” or “Ltda.” in. Preemptive rights are granted increased in the following cases: highest monthly minimum wage
cannot be placed at the end of to maintain the original share - Issuance of shares provided
corporate name). CORPORATE of the existing partners in the for in the bylaws; in Brazil on the date of filing for
CAPITAL corporate capital; - Conversion of debentures and registration;
? Only 1 (one) holder – a one-per- ? The corporate capital may participation certificates into ? Once it has been paid in,
? At least 2 (two) shareholders son enterpise*; be subject to reduction in the shares; the corporate capital may be
? 2 (two) or more partners; for closely-held companies and 3 ? Individual (of Brazilian or following cases: (i) occurrence of - Resolution of the Annual increased at any time;
24
? Individuals or legal entities (of (three) for publicly-held ones; foreign origin). ? The corporate capital may be
OWNERS losses; or (ii) corporate capital General Meeting regarding
Brazilian or foreign origin ). ? Individuals or legal entities (of *Once an individual opts for an is excessive for to the company’s capitalization of profits or reduced, so long as the mini-
23
Brazilian or foreign origin). EIRELI, he/she can run only one corporate purpose. reserves or issuance of new mum value required by law is
company under that type. shares; maintained.
? The corporate capital may
be reduced in case of a loss or
? Articles of Incorporation/ ? Articles of Incorporation/ ? Incorporation document (pri-
bylaws; bylaws; vate instrument); capital that is excessive for the
ARTICLES OF ? Registration and filing at the ? Registration and filing at the ? Registration and filing at the company’s corporate purpose.
INCORPORA-
TION Board of Trade (Junta Comer- Board of Trade (Junta Comer- Board of Trade (Junta Comer-
cial) with jurisdiction. cial) with jurisdiction. cial) with jurisdiction. ? Statement, in the incor-
? The articles of incorporation ? The bylaws must establish the poration document, that the
must establish the deadline for deadline for payment; corporate capital has been fully
payment;
? Any assets can be used for
PAYING IN ? Any assets can be used for paying in, provided that they are paid in;
? Any assets can be used for
paying in, provided that they are susceptible to cash valuation. paying in, provided that they are
susceptible to cash valuation.
susceptible to cash valuation.
23 Foreign shareholding in business activities in Brazil is limited by the constitutional restrictions and constraints that govern foreign
shareholding in Brazilian companies. Normative Ruling No. 76/1998, issued by the National Trade Registry Department (DNRC), governs
the filing of acts of commercial companies or cooperatives with foreign shareholders who are resident and domiciled in Brazil; individuals,
of Brazilian or foreign origin, resident and domiciled abroad; and legal entities headquartered abroad. Its appendix includes a list with
business activities for which foreign shareholders are either restricted or prohibited.
24 As understood by the National Trade Registry Department (DNRC).
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