Page 128 - InvestmentGuideBrasilEng

Opening a bank REGISTRATION OF

SOCIEDADE LIMITADA - LTDA. SOCIEDADE ANONIMA - S.A. EIRELI (SINGLE HOLDER LIMITED account INDIVIDUALS (PARTNERS/
(LIMITED LIABILITY (CORPORATION) LIABILITY COMPANY) OFFICERS/GUARDIANS)
COMPANY – LLC)
A final important point related to this topic is
? Limited to the capital that has
? Limited to the capital that has ? No liability: shares subscribed been paid in; opening a bank account in Brazil. ? Personal (e.g. identity document,
been paid in; and paid in; ? Unlimited: in case the corpo- The Brazilian banking sector is considered one Social Security number);
? In case the corporate capital
OWNER has not been fully paid in, the ? Limited to the shares share- rate capital has not yet been paid of the most modern in the world. State-owned
LIABILITY holders have subscribed for and in or if there has been a failure banks, private banks, investment banks and oth- ? Address (provide proof of residence)
owners are deemed jointly liable, have not yet paid in. to pay in the required minimum
without limitation. er financial institutions, both domestic and inter- – Utility bill or rent or lease statement,
amount. national, compete in the retail banking industry issued fewer than 90 days earlier;
in Brazil.
? Control defined by sharehold- To open a business account, businesses need ? Professional details (e.g. pay stub
? Control defined by the number
of quotas; ers with voting rights. The con- to fill out certain forms and provide legal docu- provided by the company).
trolling shareholder owns a major
? Resolutions are passed during portion of the voting capital; ? Control exercised by the sole ments, such as:
meetings (up to 10 partners) or ? In compliance with company’s holder; AUTHORIZATION FOR
general meetings (more than 10
? An EIRELI may be managed
partners); bylaws, corporate management by its owner or by a non-owner, REGISTRATION OF LEGAL WAIVER OF REGISTRATION
will be performed by the Board of
? The company may be man-
CONTROL aged by a non-partner, if allowed Directors and the Executive Com- as indicated in the incorporation
AND under the articles of incorpora- mittee, or solely by the Executive document; ENTITIES INFORMATION – SCR
MANAGE- Committee; ? A foreigner may be appointed
MENT tion; ? The chair of the Executive Com- to be the manager, provided he/
? A foreigner may be appointed
to be the manager, provided he/ mittee, whether a shareholder or she has a permanent visa and ? Identification, proof of registration (CREDIT INFORMATION
26
is not otherwise prevented from
not, must reside in Brazil;
she has a permanent visa and ? The members of the Board of holding management positions. 27 and registration status with the National
is not otherwise prevented from Directors may reside abroad, Registry of Legal Entities of the Ministry SYSTEM)
holding management posi- of Finance/Internal Revenue Service
tions. 25 provided they appoint a represen-
tative resident in Brazil. issued no more than 30 days earlier;
Submit documents and information form for the AUTHORIZATION FOR
? Identification of Partners and Managers -
? The dissolution occurs in the
following cases: (i) at the end
of its term; (ii) unanimous res- registration of individuals who are shareholders WAIVER OF REGISTRATION
olution of all quota holders; (iii) or officers of the company/organization;
resolution of quota holders rep- ? The dissolution comes into
resenting an absolute majority, effect either by court order or ? Relationships (attach proof of identity INFORMATION – REFIS (TAX
in companies with an open-end- by the ruling of administrative and CPF) - Legal representative;
ed duration; (iv) insufficient authorities with jurisdiction. In- PAYMENT PROGRAM)
plurality of quota holders; (v) corporation, merger and spin-off
TERMI- expiration of company’s license are forms of dissolution; ? Chattel property, real estate and livestock
? Compliance with Sociedade
NATION / to operate; (vi) court decision; ? Judicial or extrajudicial Limitada’s rules, wherever (e.g. proof of property ownership, proof
DISSOLU- and (vii) bankruptcy (Article liquidation will take place after applicable. of payment of property tax or ITR for
TION 1,033; Article 1,034; and Article the company is terminated. the last year, Certificate of Ownership,
1,087 of the Brazilian Civil Code); The remaining assets will be Registration and Licensing of Vehicles)
? Judicial or extrajudicial distributed to the shareholders
liquidation will take place after proportionally to their respective
the company is terminated. shares. COMPANY INFORMATION
The remaining assets will be
distributed to the quota holders
proportionally to their respective
quotas. EARNINGS REPORT

25 For further information see the Appendix to Normative Ruling No. 76/1998, issued by the DNRC (in Portuguese only).
26 Individuals of foreign origin are entitled to hold management positions, provided they have a permanent visa. Individuals of foreign
origin are entitled to be members of a company’s Audit Committee if they reside in Brazil.
27 For further information see the Appendix to Normative Ruling No. 76/1998, issued by the DNRC (in Portuguese only).
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