Rio de Janeiro Board of Trade: Structure, Functions and Operations
THE MAIN TYPES OF ENTERPRISES
ESTABLISHED IN BRAZIL
•
•
Mr. Rubens Branco da Silva
Member of Rio de Janeiro Board of Trade
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THE MAIN TYPES OF ENTERPRISES IN BRAZIL
 This presentation aims to briefly expose the essential
characteristics and procedures regarding the main types of
enterprises established in the Brazilian territory, as it follows:
i.
Empresa Individual de Responsabilidade Limitada - EIRELI (ILL);
ii.
Sociedade Limitada (LLC);
iii. Sociedade Anônima (Corporation/Company);
iv. Sociedade em Nome Coletivo (General Partnership);
v.
Sociedade em Comandita Simples (Limited Partnership);
vi. Sociedade em Comandita por Ações (Limited Partnership by Shares).
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EIRELI (LLC)
 The Federal Law # 12.441/2011 introduced the
“Individual Businessperson with Limited Liability”
(EIRELI) to the Brazilian legal system, having added new
provisions to the Civil Code (Federal Law # 10.406/02)
and considering it a private legal entity.
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EIRELI (LLC)
MAIN CHARACTERISTICS
 “EIRELI” means “Individual Businessperson with Limited
Liability” and corresponds to the Limited Liability Company
(LLC);
 Consists of a single holder who owns the totality of the capital
share, fully paid, which shall not be less than 100 (one
hundred) times the highest minimum wage in force in Brazil;
 The holder shall not respond for company’s debts with his
personal wealth and assets;
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EIRELI (LLC)
MAIN CHARACTERISTICS
 The individual can appear registered in only one EIRELI;
 The trade name shall consist of
accompanied by the acronym “EIRELI“;
the
company
name
 May also result from a merge of quotas from another
association type into a single corporate associate;
 Can be structured as Microenterprise or Small Business,
pursuant the requirements of the Complementary Law #
123/2006.
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Sociedade Limitada (LLP)
 The “Limited Liability Company” (Sociedade Limitada) is
contemplated in the articles 1.052 to 1.087 of the
Brazilian Civil Code (Federal Law # 10.406/02).
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Sociedade Limitada (LLP)
II – MAIN CHARACTERISTICS

The Brazilian “Sociedade Limitada” corresponds to the Limited Liability
Company(LLC);

Consists of a two or more shareholders that contribute with money or
assets valued in money for the generation of capital share;

The liability of the shareholders is limited to the amount of capital
share, but are jointly liable for paying the entire capital share  that
means the stockholder individually has an obligation related to quotas
he/she owns in the total capital, however may be required to pay up
the quotas of members who have left to pay them;

It is possible to register a LLC before the respective State Board of
Trade as Microenterprise or Small Business once duly respected the
requirements established by the Complementary Law # 123/2006.
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Sociedade Anônima (Corp.)
 Legal entities constituted under the type of a “Sociedade
Anônima”(Corporate/Company)must
observe
the
requirements contemplated in the Brazilian Federal Law
# 6.404/76 (“Corporate’s Law”).
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Sociedade Anônima (Corp.)

MAIN CHARACTERISTICS
 The Brazilian
“Company”;
“Sociedade
Anônima”
is
also
denominated
 Consists of two or more shareholders of prominent business
nature regardless of economic activity developed;
 Its capital is divided into shares of equal nominal value, which
have free negotiability, limiting the shareholders’ liability at the
issuance of price of shares;
 The trade name shall consist of the company name
accompanied by “Companhia" or “Sociedade Anônima" in full
or in its abbreviated form.
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Sociedade Anônima (Corp.)

MAIN CHARACTERISTICS
 The company may be classified as open or closed, as
distinguishes the article 4 of the Corporation’s Law :
"For the purposes of this law, the company is open
or closed as the securities issued by it are or are
not admitted to trading on the securities market.“

The open corporation is the one in which the
(shares, debentures, participation certificates,
admitted to trading on the stock market or the
Counter (OTC) market, and should therefore be
and have their securities registered within the
and Exchange Commission (“CVM”);
securities
etc.) are
Over-Theregistered
Securities

The closed corporation does not issue securities admitted to
trading in these markets.
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Sociedade em Nome Coletivo
(General Partnership)
MAIN CHARACTERISTICS


The Brazilian “Sociedade em Nome Coletivo” corresponds to the
“General Partnership”;

The legal status of the General Partnership is ruled in articles 1.039 to
1.044 of the Brazilian Civil Code;

The totality of members must necessarily be individuals and respond
jointly and limitlessly for corporate obligations. However, the
shareholders may estipulate liability limits for corporate obligations
among themselves, but it will not have any enforcement against
creditors;

The management of the company rests solely with the shareholders,
being forbidden to appoint a third party to that function.

A General Partnership should adopt a social name, not being allowed
to use corporate name.
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Sociedade em Comandita Simples
(Limited Partnership)
MAIN CHARACTERISTICS


The Brazilian “Sociedade em Comandita Simples” corresponds to the
“Limited Partnership”;

The legal status of the Limited Partnership is ruled in articles 1.045 to
1.051 of the Brazilian Civil Code;

Consists of the shareholders who have unlimited liability for its social
obligations (general partners) and of shareholders that respond only for
the payment of their respective shares (limited shareholders);

The company shall be managed by a general partner  In the absence
of a shareholder who possesses the quality of general partner, limited
shareholders must appoint an administrator, who will assume the
condition of membership, to perform management during 180 days;

The limited shareholder that practices management and/or makes use of
the company name will be subject to social responsibilities as a general
partner, meaning unlimited liability.
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Sociedade em Comandita por Ações
(Limited Partnership by Shares)
MAIN CHARACTERISTICS


The Brazilian “Sociedade em Comandita por Ações” corresponds to the
“Limited Partnership by Shares”;

The legal status of the Limited Partnership by Shares is ruled in articles
280 to 284 of the Corporation’s Law and 1.090 to 1.092 of the Brazilian
Civil Code;

The capital is divided into shares:


Shareholders: respond solely for the subscribed or purchased
amount by them;

Managers (directors): have unlimited liability due to social
obligations;
The director, who must be a shareholder, is appointed for an indefinite
period in the Bylaws and has unlimited liability towards the partnership
obligations
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THE MAIN PROCEDURES FOR ESTABLISHING
AN ENTERPRISE IN BRAZIL
GENERAL STEPS

i.
Registration before the Board of Trade;
ii. Tax Registration before the Brazilian Federal Revenue Office
(RFB);
iii. Depending on the nature of the business activities that will be
developed, it is also required to register within other agencies
such as:
 the
State Treasury Office: for granting state and ICMS
registrations;
 the Municipality: for granting Business Permit and licenses
from specific agencies responsible for health, public safety,
environment, among others sectors;
 the Securities and Exchange Commission (“CVM”).
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THE MAIN PROCEDURES FOR ESTABLISHING
AN ENTERPRISE IN BRAZIL

THE CONSTITUTION: STEP-BY-STEP
1)
State Board of Trade and Governmental Agencies:
Consultation of trade name and address in order to check if
the intended business name had already been claimed (what
avoids a change of business’ name after the registering
process have been started) and also whether the chosen place
has any debts with the Municipality and/or other involved
agencies  business’ acts subject to prior approval of
governmental agencies, for registration in the Boards of Trade,
are listed in Annex of Normative Instruction DREI # 14/2013;

Those type of companies allowed to be registered as a
Microenterprise or Small Company, pursuant the requirements
of the Complementary Law # 123/2006, should in the
occasion of filing the Entrepreneur’s Application at the
respective State Board of Trade choose the company structure
desired.
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THE MAIN PROCEDURES FOR ESTABLISHING
AN ENTERPRISE IN BRAZIL

2)
THE CONSTITUTION: STEP-BY-STEP
Brazilian Federal Revenue Office (RFB): Tax Registration
in the National Business Register System in order to grant a
Corporate Register Number (CNPJ)  this registration can be
performed with the filing for the Entrepreneur’s Application in
almost all Boards of Trade, what reinforces the practice
provisioned by the Brazilian REDESIM  if the local
Registration System is not yet connected to national level,
this registration should be performed directly before the
Brazilian Federal Revenue Office after the filing at the Board
of Trade;
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THE MAIN PROCEDURES FOR ESTABLISHING
AN ENTERPRISE IN BRAZIL

THE CONSTITUTION: STEP-BY-STEP
3)
Secretary of State Treasury: If the company performs
industrial or commercial activities then register in the
Secretary of State Treasury as taxpayer of the ICMS is
mandatory  this registration must be done after filing for
the Entrepreneur’s Application in the Board of Trade and the
registration on the Brazilian Federal Revenue Office;
4)
Municipality: If the company performs service-related
activities, the registration at the Municipal’s Taxpayer Registry
must be provided (in several cities, according to the Brazilian
REDESIM, this registration takes place simultaneously with
the Business License)  when meeting all License’s issuance
requirements and fulfilling tax registration, the Business
License shall be requested and issued before the Municipality.
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