Business
Código Civil company forms plus the 2019 Economic Freedom Law
Brazilian company law sits in the 2002 Código Civil for limited liability companies (sociedade limitada) and in Lei 6.404/1976 for corporations (sociedade anônima). The sociedade limitada is the default vehicle for closely held business and, since Lei 13.874/2019, may be formed and run by a single quotaholder, which removed the need for a nominal second partner. Registration is at the state Junta Comercial, and the CNPJ tax number is issued by the Receita Federal.
Key rules
- Jurisdiction — Federal substantive law, registered through state Juntas Comerciais
- Deadline — Register the company at the Junta Comercial before beginning to trade
- Deadline — Judicial recovery: creditors have 15 days from publication of the list to object
- Deadline — Annual accounts: approved by quotaholders within four months of the financial year end
Governing law
- Lei 10.406/2002 - Código Civil (arts. 1.052 to 1.087)
- Lei 6.404/1976corporations
- Lei 13.874/2019Declaração de Direitos de Liberdade Econômica
- Lei 11.101/2005insolvency and judicial recovery
In practice
The practical distinction between the limitada and the sociedade anônima is disclosure and access to capital: the anônima can issue tradeable shares and, if publicly held, answers to the CVM, while the limitada is governed by its contrato social and stays private. Lei 13.874/2019 also narrowed the grounds for piercing the corporate veil, requiring proof of abuse through either diversion of purpose or commingling of assets rather than mere inability to pay.