Eireli- Individual Limited Liability Company

Eireli is a single member company with limited liability

Eireli was established in 2011, and aims at eliminating the requirement of a “fictitious member”, a very common practice in companies registered as Limited Liability Company in Brazil, which previously could only be incorporated with a minimum of two (2) members.  

An Eireli allows the separation of the assets of the Company from that of its members. In other words, except in cases of fraud, a member of an Eireli is not liable for the company’s liabilities.

This is guaranteed by a mandatory requirement of a paid-in Capital of 100 times the current minimum wage in force at the time of incorporation.

Characteristics

The following features depicts that Eireli may be the option for micro and small companies:

  • Limited Liability without compromising personal assets;
  • Dispenses with the requirement of a “fictitious” member, which is a common practice in limited liability companies;
  • The entrepreneur, even an individual, acquires a legal personality;
  • Less stringent, in the regulation of de facto individual entrepreneur who exercises their activity outside the law;
  • The entrepreneur has the liberty in choosing a taxation model that best suits their activity, to the size of the company;
  • The business activity which an Eireli is authorized to carry on, are broad and cover all commercial, industrial, rural and service activities;
  • The capital of the company must be expressed in currency, and may include any type of assets, which may be subject to pecuniary valuation;
  • The paid-in capital, shall not be less than 100 (one hundred) times the national minimum wage in force in the country, without any further need of increasing or decreasing the capital by a resolution of the quotaholder, where there is a change in the value established by the Federal Government;
  • For registration purposes, the minimum wage to be considered is the national minimum wage; and
  • The capital of an Eireli, must be fully paid-up at the time of incorporation, and when future increases occur.

Additional Information

  • Type of Entity: Individual Limited Liability Company (Eireli)
  • Legal System: Common Law, Law No. 12,441 / 2011
  • Available as a Shelf Company: No
  • Time Frame for incorporation: 5 to 10 days
  • Taxation on foreign income:
  • Are there any Double Tax Treaties in place: Yes, with 31 countries
  • Default Currency of Equity: Real – BRL
  • Are other capital currencies permitted - Yes
  • Minimum paid-in capital: 100 minimum wages (100,000.00)
  • Usual authorized capital: 100 minimum wages (100,000.00)
  • Minimum number of directors and managers: 1
  • Is it mandatory to appoint Directors / Managers - Yes, a minimum of 1 manager
  • Is there any requirement for the disclosure of the final beneficiary of the company - Yes
  • Is a Local Office required? Yes
  • Minimum number of shareholders: 1
  • Requirement of the members location: Yes
  • Requirement of the secretary's location: No
  • Accounts audit requirement: Yes - monthly accounting
  • Requirement of submitting accounts: Yes - monthly
  • Are Account Records publicly accessible: Yes
  • Requirement of submitting annual statement: Yes
  • Change of Address: Yes
  • Bearer stocks: No
  • Eligibility of Visa: Yes - for foreign shareholder(s) – minimum capital investment of 150,000.00 BRL

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