[ESTABLISHING A BUSINESS ENTITY IN BRAZIL] 64
LIMITADA
S.A.
Limitada may not issue debentures, warrants, other securities or convertible bonds, but may issue commercial notes. 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.
The S.A. may issue debentures, warrants and other convertible bonds (as may a closely held S.A., i.e., no need to be publicly held). 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 and 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 made published in electronic format on a digital platform maintained by the Federal Government.
Securities
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 and corporate acts in newspapers.
Management
Publication
ILN Corporate Group – Establishing a Business Entity Series
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