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.


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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