[ESTABLISHING A BUSINESS ENTITY IN BRAZIL] 65
LIMITADA
S.A.
No minimum capital must be paid in at the time of formation of the Limitada. No minimum dividend payment required. Payment of dividends may be in proportion to the partners’ equity interest or not.
10% of the subscribed capital must be paid in at the time of incorporation of the S.A. A minimum dividend should be stipulated in the By-laws, except for closely held companies with total annual revenue of up to BRL 78,000,000.00 in which such minimum dividend may be established at any time. Payment of dividends must be in proportion to the shareholders’ equity interest. At least 1 individual, without restrictions applicable to foreigners and/or non-residents. Non-residents of Brazil must be represented by a Brazilian resident for purposes of receiving service of process. Publication of financial statements in newspapers is required, except for closely held companies with total annual revenue of up to BRL 78,000,000.00, in which case the relevant documentation may be published in electronic format on a digital platform maintained by the Federal Government. Publication of the same corporate acts in newspapers is required, except for closely held companies with total annual revenue of up to BRL 78,000,000.00, in which case the relevant documentation may be published in electronic format on a digital platform maintained by the Federal Government.
Minimum Capital
Dividends
At least 1 individual, without restrictions applicable to foreigners and/or non- residents. Non-residents of Brazil must be represented by a Brazilian resident for purposes of receiving service of process. No need to publish financial statements in newspapers.
Management
Publication Financial Statements
Certain corporate acts must be published, such as mergers, consolidations, and spin- offs, conversion into another corporate type, as well as a reduction of the capital stock when it involves distributing the reduced amount to the partners.
Publication
of
Corporate Acts
Partners/Shareholders and Capital Stock
B.
LIMITADA
S.A.
May be incorporated by 1 or more partners, individuals or legal entities, whether Brazilian or foreign. The foreign partners must be represented by a Brazilian resident and are required to obtain a taxpayer registration number. For the representation in meetings
Minimum of 2 shareholders required, whether individuals or legal entities, Brazilian or foreign. As for representation, foreign shareholders may be represented by another shareholder, an officer or a lawyer, all of whom to be residents in Brazil 9 .
Partners/ Shareholders
9 Exceptionally, a S.A. may also have only one shareholder, in which case, however, must comply with certain requirements, such as being incorporated by public deed and having a Brazilian company as its sole shareholder, or being converted into a wholly-owned subsidiary through the acquisition of all its shares by a Brazilian company.
ILN Corporate Group – Establishing a Business Entity Series
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