Company Formation in Brazil: An Overview of the Sociedad Limitada (SRL)

brazil company incorporation

Brazilian companies require a minimum of two company directors.

Akin to the Limited Liability Company in the U.S. or the UK, the Sociedade Limitada in Brazil has many similar features. It is a legally separate entity from its sole proprietor or partners, however, the personal assets of the partners are at risk if a claim is made against the company.

Continue reading to get your SRL questions answered! Below, you will find a list of 10 requirements and characteristics of a Sociedade Limitada for a company in Brazil.

1. Company Formation in Brazil – Unique Company Name in Brazil

Company names in Brazil are registered and approved at the state level instead of at the federal or country level. It is important to go through the proper state authorities in order to authenticate your company’s name

2. Director Minimum for a Sociedade Limitada

There is a required minimum of two company directors, of whom can be of any nationality. There must also be a company manager who resides in Brazil either by citizenship, permanent visa, or work permit.

3. Share Capital Requirements

Typically there is no minimum share capital required to start a business in Brazil. Although, Brazilian authorities may impose a minimum capital requirement on non-residents applying for a visa.

4. Time Frame

It takes approximately 8-12 weeks to create an SRL company in Brazil.

5. Proof of Identity of Shareholders and Directors

All directors and shareholders in the company must provide a copy of their passports as proof of identity to the Brazilian and foreign authorities.

6. Registered Office in Brazil

There must be a registered office located in Brazil in which official company correspondence and holding of legal documents take place.

7. Shareholder Minimum Amount

There must be a minimum of two shareholders in the company, who may be individuals or corporate entities. Shareholders may be of any nationality and shareholder anonymity is possible by appointing nominee shareholders.

8. Financial Filing Requirements in Brazil

Business startups and already existing companies in Brazil must file and report annual financial statements and an annual tax return. Small or Medium Sized Enterprise (SME) companies may have simpler and less extensive financial reporting requirements.

9. Starting Costs

The one-time fees to form a company in Brazil are $5,213 to establish the company and another $4,679 to register the company administration and acquire a registered office.

10. Travel Requirements

In order to incorporate your company, there is no requirement to travel to Brazil.

Is a Sociedade Limitada the Company Type for You?

Finding and researching the best company type for you when thinking about Brazilian company formation starts with your company’s activities, size, amount of shareholders, and the time you have available to wait for your company to be established.

It is a great first step to become clear about the expectations you have for your company and for yourself before the process begins.

If you would like more information or personalized advice, Biz Latin Hub has a group of experts that can offer you guidance to set up your business in Brazil. In addition to company formation and incorporation, we can offer professional accounting, legal, and financial services tailored to you and your company’s needs. Contact Bruno here for help on getting your business set up in Brazil.

Interested in setting up a business in Brazil? Not sure where to start? Watch the video below to learn how quality market-entry services can assist your Brazilian business venture.

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