[ESTABLISHING A BUSINESS ENTITY IN BRAZIL] 67
LIMITADA
S.A.
to have this type of board. If provided for in the Articles of Association, such a board may have a “consulting” function without management powers.
functions assigned by law such as general supervision, planning and powers to elect the members of the Board of Officers. Only one third of the members of the Board of Directors may simultaneously be members of the Board of Officers. Certain reserved matters (such as spin-offs, mergers, liquidation, etc.) must be submitted for consideration of and decision by the Board of Directors (if one exists) and the Shareholders Meeting. Additional limitations to management’s authority may be adopted and incorporated into the By-laws. The members of the Board of Officers are elected by the Board of Directors (if one exists), or directly by the shareholders. The members of the Board of Directors are always elected by the shareholders. Mandatory, but the shareholders may decide at each Annual Shareholders Meeting whether it will be convened or not. When convened, the Supervisory Board must comprise 3 to 5 members, who may or not be shareholders, cannot be an officer nor a director, and must be Brazilian residents (no nationality requirement).
Certain reserved matters (such as spin-offs, mergers, liquidation, etc.) depend on the approval of the partners. Additional limitations to management’s authority may be adopted and incorporated into the Articles of Association.
Reserved Matters
Election
Managers are always elected by the partners.
Not mandatory. It may be provided for in the Articles of Association, in which case must comprise 3 or more members and their substitutes. Members may be partners or non- partners and must be Brazilian residents (no nationality requirement).
Supervisory Board
Other Characteristics
D.
LIMITADA
S.A.
Partners’/ Shareholder s’ Meetings Quorum
Decisions taken by majority vote.
Decisions taken by majority vote.
The articles of association and partners agreement may require super majority decisions. The Articles of Association may establish its own procedure to convene the partners’ meetings, except if the company has more than 10 partners, in which case the call notices must be published 3 times 8 days in advance for the first call, and 5 days in the event of a second call. The requirement for a
The By-laws and shareholders agreement may require super majority decisions.
Call notices for shareholder meetings must be published 3 times 8 days in advance for the first call, and 5 days in the event of a second call. The requirement for a meeting’s call may be waived if all shareholders attend the meeting.
Meetings’ Calls
ILN Corporate Group – Establishing a Business Entity Series
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