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Sao Paulo, 2012

EIRELI: Individual (Single-Member) Limited Liability
Company
EMPRESA INDIVIDUAL DE RESPONSABILIDADE LIMITADA – EIRELI
- EIRELI vs. LTDA LTDA
Owner



EIRELI
Min. 2 Quotaholders



(at least two partners)



Liability

Name

Quotaholders can be
individuals or legal
entities
 Quotaholders can
own/participate in as
many LTDA as he want
limited to the amount of
participation on corporate
capital



Capital




One Quotaholders
(Individual to own 100% of
company)




Quotaholders can be
only Individuals
Quotaholders can only
own one single EIRELI

limited to the amount of the
corporate capital

It should contain the
abbreviation “LTDA”
Contain Company
Purpose



No minimum capitali
No obligation for paying
the capital up-front







Establish Brazil | R. Peixoto Gomide, 445 - Jardim Paulista, São Paulo, CEP 01409-001- Brazil

it should contain the
abbreviation “EIRELI”
Contain Company
Purpose
100 time highest
minimum salary ii
Capital should be fully
paid up-front

Page 1 of 2
Conversion

Can be converted to S.A, or
EIRELIiii

Can be converted to LTDA, or
S.A

Management

Brazilian or foreigner with
permanent residency

Brazilian or foreigner with
permanent residency

Including new Quotaholders

75% approval of the existing
Quotaholders

Not possible, company shall be
converted to LTDA

Amendment to AOI
mandatory for:







Change of company
address
Change/add company
activity
Increase/Decrease of
Registered Capital
Change/add of company
officer/administrator
Including / excluding
Quotaholders






Change of company
address
Change/add company
activity
Increase/Decrease of
Registered Capital
Change/add of company
officer/administrator

Note:
i

Normally no minimum capital requirement however :
100 (one hundred) times the sum of the highest minimum salary applied in Brazil on the date of filing for
registration. Now days it is R$622, and company EIRELI capital should be more than R$62.2k (BRL)
ii

iii

Establish Brazil | R. Peixoto Gomide, 445 - Jardim Paulista, São Paulo, CEP 01409-001- Brazil

Page 2 of 2

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EIRELI vs. LTDA simple

  • 1. Sao Paulo, 2012 EIRELI: Individual (Single-Member) Limited Liability Company EMPRESA INDIVIDUAL DE RESPONSABILIDADE LIMITADA – EIRELI - EIRELI vs. LTDA LTDA Owner  EIRELI Min. 2 Quotaholders  (at least two partners)  Liability Name Quotaholders can be individuals or legal entities  Quotaholders can own/participate in as many LTDA as he want limited to the amount of participation on corporate capital   Capital   One Quotaholders (Individual to own 100% of company)   Quotaholders can be only Individuals Quotaholders can only own one single EIRELI limited to the amount of the corporate capital It should contain the abbreviation “LTDA” Contain Company Purpose  No minimum capitali No obligation for paying the capital up-front    Establish Brazil | R. Peixoto Gomide, 445 - Jardim Paulista, São Paulo, CEP 01409-001- Brazil it should contain the abbreviation “EIRELI” Contain Company Purpose 100 time highest minimum salary ii Capital should be fully paid up-front Page 1 of 2
  • 2. Conversion Can be converted to S.A, or EIRELIiii Can be converted to LTDA, or S.A Management Brazilian or foreigner with permanent residency Brazilian or foreigner with permanent residency Including new Quotaholders 75% approval of the existing Quotaholders Not possible, company shall be converted to LTDA Amendment to AOI mandatory for:      Change of company address Change/add company activity Increase/Decrease of Registered Capital Change/add of company officer/administrator Including / excluding Quotaholders     Change of company address Change/add company activity Increase/Decrease of Registered Capital Change/add of company officer/administrator Note: i Normally no minimum capital requirement however : 100 (one hundred) times the sum of the highest minimum salary applied in Brazil on the date of filing for registration. Now days it is R$622, and company EIRELI capital should be more than R$62.2k (BRL) ii iii Establish Brazil | R. Peixoto Gomide, 445 - Jardim Paulista, São Paulo, CEP 01409-001- Brazil Page 2 of 2