[ESTABLISHING A BUSINESS ENTITY IN BRAZIL] 67
LIMITADA
S.A.
otherwise established in the Articles of Association.
Limitada may not issue debentures, warrants, other securities or convertible bonds, but may issue commercial notes. No minimum capital must be paid 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 bylaws, 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
Partners/Shareholders and Capital Stock LIMITADA
B.
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 or assemblies, the Brazilian resident must either be one of the other partners or a lawyer.
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 8 .
Partners/
Shareholders
8 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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