Brazil Sociedade Limitada (SRL)
The Brazilian Sociedade Limitada is like a Limited Liability Company in the UK or a GmbH in Austria and Germany in that it is a legal entity that is separate and distinct from the individuals who run it. For sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organization but shareholders in an SL are liable to lose only the value of the share capital to which they subscribe.
Company names are registered at state level, rather than country level. It is the responsibility of the state authorities to approve company names. We are able to conduct a company name check for you.
Companies registered in Brazil require a registered office, which we can provide. This is where official company correspondence may be served and where financial and reporting documents, company registers and other company documents must be kept.
A minimum of two directors is required, with no restriction on either director’s nationality. Company management must be carried out by an individual resident in Brazil, who may be a foreign national with a permanent visa or work permit.
Two shareholders are required for a SRL in Brazil, there is no restriction on nationality and shareholders may be individuals or corporate entities. Shareholder anonymity may be gained through appointing nominee shareholders. An annual general meeting must be held within four months following the end of the financial year.
Generally, there is no minimum share capital. When applying for a visa for a non-resident to manage the company, certain capital requirements may be imposed by the authorities.
Brazilian companies must prepare and file an annual return and annual financial statements. Companies considered Small or Medium Sized Enterprises (SMEs) benefit from simplified financial reporting requirements
It takes approximately four weeks to incorporate a SRL in Brazil.
Proof of Identity
As part of our due diligence we require proof of identity in the form of a passport copy for all directors and shareholders of the company.
There is no requirement to visit Brazil to incorporate your SL, although all incorporation documents must be in Portuguese and approved at a Brazilian embassy.