In Brazil there are different forms of personal associations and capital companies.

The “sociedade simples”, regulated in Art. 997 following of the Brazilian Civil Code („Código Civil – CC“), can be compared to a German civil law association.

Furthermore, as in German law, there is the possibility to establish general partnerships as well as limited partnerships. The last mentioned is regulated in Art. 1.045 following of the CC. The limited partnership consists of personally liable associates, the general partners, and limited partners, whose liability is limited to the contractual liability limit. Unless the social contract establishes something else, the limited associates are bared from the administration, according to Art. 1.047 CC.

The most popular legal form in Brazil is by far the so called “Limitada – Ltda”, which is similar to the German “GmbH”. It is regulated in Art. 1.052 following. Differently as in German law, the Limitada requires at least two associates, but recently the legal form of a one man Limitada has been introduced to the Brazilian law.

In a Limitada the liability of a partner is limited to the contractually established liability limit. Different from the German GmbH, the Limitada doesn’t require a primary founding deposit and the social capital requires no minimum value.

Since the beginning of 2012 a new legal form of Limitada, the so called “Empresa Individual de Responsabilidade Limitada – EIRELI” (“One-Man-Limitada”), has been introduced to the Brazilian law, which can be founded by a single associate. On the contrary to the traditional Limitada, a primary deposit of at least 100 minimum wages, in other words, R$ 95.400,-, is required.

For the establishment of a Limitada the administrating partner or the employed administrator has to be either a Brazilian citizen or a foreigner with a permanent visa. The simple associates, on the other hand, can be foreigners without any permanent visa and there is no need to be present during the foundation or afterwords. The foreign associates can be represented through a power of attorney.

The company legally exists after the registration of the social contract at the trade register („Junta Comercial“), after the expedition of the operating license by the municipality and the taxnumber for legal persons („C.N.P.J.“) by the tax authorities. As soon as the company is registered at the trade register and had its tax number issued, it can participate as a legal person in the Brazilian market.

Currently it is still possible to get a permanent visa with a direct investment in a Brazilian company (establishment of a company or participation in an existing company) of at least R$ 500.000,-. The requirements, however, are getting more and more severe, as in the last years there has been a great request.

The Brazilian law stipulates the legal form of public corporations, which essentially corresponds to the German “AG”. Due to the legal disclosure requirements, this legal form usually isn’t interesting for small and medium investors. The main purpose of an establishment of a stock company is that of obtaining capital on the financial markets.

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Establishment of companies, especially the elaboration of social contracts, obtaining of operating licenses, achieving a Brazilian tax number for legal persons („C.N.P.J“), registration at the trade register, capital transfers, Insolvency law, dissolution of companies.

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