Page 13 - Demo

Corporate Overview
constitution or in future increases; (ii) the company name should contain the expression “EIRELI”; and (iii) the natural person incorporating EIRELI may only be listed in one company
of that type. In addition, the rules provided in the Civil Code for limited companies, as per above, also apply to EIRELIs.
1.3 Corporations (Sociedades Anônimas)
The capital stock of the corporations is divided into shares, which represent fractions of the entity’s share capital.
A corporation may be formed by public or private subscription. In either case, all the shares must be subscribed by at least 2 shareholders, and a minimum of 10% of the
capital must be paid up in cash at
the moment of the incorporation.
The paid-up capital stock must be deposited with a commercial bank for the formation of the company and such deposit must be presented to the Board of Trade.
All documents relating to the
formation of the company must
also be filed in the Board of Trade, and subsequently published in the Official Gazette and in another widely circulated newspaper located where the company has its headquarters.
The company’s bylaws state
the amount of capital actually subscribed for by the shareholders. However, the transfer of the shares
is provided under a Transference Registration of Shares Book or by the custodian agent elected by the shareholders, meaning that due to the characteristics of the corporation, each transference does not need to be presented to the Board of Trade.
In addition, the corporation may have authorized capital, which is a “cap” of capital outlined in the bylaws, up to which the capital actually subscribed for by the shareholders may be increased without the obligation of amending the bylaws. The authorized capital limit may also consist of a number of shares, rather than an amount expressed in currency.
A corporation’s capital may be divided into 2 kinds of shares: common and preferred. The main difference between the common and preferred shares is the voting rights versus the preference on the distribution of dividends. They may be divided into different classes providing for different advantages, rights or restrictions.
Shares do not have a par value and may be paid up in cash or assets. Appraisal of the assets is mandatory,
13