Page 12 - Demo

Doing Business in Brazil
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in money, credits, rights or assets contributed by a quota holder for the formation of the company. There is no minimum required capital stock for most activities in Brazil, it should only be compatible with the activities of the company.
The capital stock established in
the Articles of Incorporation and subscribed by the partners may not be immediately paid. The terms of payment should be established in the Articles of Incorporation and are recommended not to exceed a 6-month payment period.
The liability of the quota holders is limited to their participation in the capital stock. However, the Brazilian Civil Code determines an exception that the quota holders must be jointly liable for the fully pay-in of the capital stock.
Management should be taken up by a Brazilian or a foreign individual with a permanent visa. If the quota holders are foreign, they must appoint an attorney-in-fact who must be an individual resident in the country with powers to receive service of process on behalf of such foreign quota holders.
Furthermore, the foreign quota holders are required to have a taxpayer registration number in Brazil, as well have a Brazilian citizen or foreign individual with permanent visa in Brazil as a representative, supported by power of attorney. The power of attorney must be notarized and apostilled, or consularized if the
country of origin of the quota holder is not a signatory of the Apostille Convention, and subsequently must be translated by an sworn translator in Brazil to be accepted.
The basic corporate document is
the Articles of Incorporation, which must state the company’s name, duration, purposes, headquarters’ address, manager, each partner’s name and identification, and the amount of the capital stock and how it is allocated among the partners, as well as the quorum of deliberations. Such Articles of Incorporation must be filed before the Board of Trade of the State where the company will be headquartered at with the supporting documents, meaning the power
of attorney, as applicable, and the documents of the quota holders.
1.2 EIRELI
EIRELI stands for Empresa Individual de Responsabilidade Limitada or Individual Limited Liability Company. EIRELI is a type of limited liability company composed of only one quota holder, being an individual or another company. EIRELI was created in 2011 but only became popular
in 2017 when regulation expressly stated that a foreign legal entity could be the sole quota holder of
an EIRELI. The requirements to be incorporated as an EIRELI other than a regular limited liability company are: (i) the capital stock cannot
be less than 100 times the highest minimum wage in force in Brazil
(i.e., R$ 99,800.00 currently) and capital stock must be fully paid in the