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 Name

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.

Registered Office

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.

Directors

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.

Shareholders

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.

Share Capital

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.

Filing Requirements

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.

Timescale

It takes approximately four weeks to incorporate a SRL in Brazil.

Brazil Company Formation Fees

We offer an all inclusive Brazil Company Incorporation Service

Sociedade Limitada – 3 to 6 months

  • Reserving Company Name
  • Preparation of Company Registration Forms
  • Drafting and signing the Memorandum and Articles of Association
  • Filing documents with the Registro Mercantil
  • The articles of incorporation of the Limitada are filed with the Registry of Commerce
  • Certificate of Incorporation
  • Appointment of Directors
  • Including Government filing fee
  • Share Certificates
  • We provide a duplicate copy of every filed document, stamped by the Minister of Foreign Affairs as Registrar of Corporations
  • All documents and certificates supplied in a professional folder
£3900
Additional Services
Company Administration & Registered Office (required)£3500
Company Secretary (if required)£1500
Annual Renewal Fees
Company Administration

  • Provision of the Registered Office and Registered Agent in Brazil
  • Compliance with local domicile requirements
  • Payment of Government Fees
  • Maintaining statutory records
  • Statutory Due-Diligence
  • 12 months basic consultation
  • Ensuring that your company is kept in good standing through payment of the annual government fee and filing of annual documents
£3500
Maintenance of Director Register£175

 

Your company will be incorporated using your chosen name and we will ensure that the procedure is as simple as possible.

The whole incorporation process can be completed online and we will administer the preparation and filing of all registration forms on your behalf.

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.

Travel

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.

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