The rules pertaining to Limited Liability
Companies are prescribed by the new Brazilian Civil Code, in
force since 11 January 2003. Some of the most important aspects in the
• The liability of each partner is limited to the corresponding equity
interest, but all partners are jointly and severally liable for the
corporate capital until it’s fully paid up.
• The capital is divided into quotas of equal or unequal par value.
• Unless otherwise stated in the articles of association, partners may
assign any amount of their quotas to other partners without needing
consent from them, and to third parties in the absence of opposition
from partners holding 1/5 of the capital.
• Management is restricted to individuals, partners or not, though these
individuals must be domiciled in Brazil. The appointment of non-partners
for the company administration requires unanimity of votes until the
capital is fully paid up, or a quorum of 2/3 of the capital thereafter.
• The articles of association may establish a Finance Committee composed
of three or more standing and alternate members, partners or not,
elected annually, but these members must be domiciled in Brazil.
• Corporate decisions are required:
a) By those holding 3⁄4 of the capital:
to amend/modify the articles of association.
to perform mergers, consolidations, dissolutions etc.
b) By those holding the majority of the capital:
to appoint and dismiss company managers.
to decide on managers/administrators remuneration.
to petition for company reorganization.
c) By a majority of those in attendance unless a higher quorum is
to approve company accounts.
to appoint and dismiss liquidators and evaluate the
• Corporate bookkeeping is required.
• General and other partner meetings must be held as prescribed by the