Anonymous Society- Company (SA)
The public limited company (S.A.) is a legal form of incorporated entity, where the capital is divided into shares that are easily transferable. As it is constituted as a capital-oriented company, the corporation generates the profits that are distributed to the shareholders.
An S.A. is majorly classified into two (2), (public or closed corporation). The corporation consists of equity interest that are divisible amongst its Partners. In the case of publicly traded shares, the company's shares are traded on the stock exchange, which is registered with the Securities and Exchange Commission (CVM). The subscribers to the shares of this type of company are called shareholders and their degree of responsibility is proportionate to the number of shares held in the company. The joint-stock company may be either a publicly traded corporation with shares being traded on the stock exchange, or privately traded (“closed”), that is, it does not trade on the stock exchange. Some companies do not have the minimum capital to conduct business in the stock market, but others simply do not want to.
- It must have a minimum of five subscribers, designated as shareholders, who may be natural or legal persons;
- It does not support industry contributions;
- It may be incorporated by a single member, if such member is a corporate entity;
- The liability of the partners is limited to the number of shares subscribed to by them;
- The share capital cannot be less than € 50,000.00, and is divided into shares of equal par value;
- The liability for debt is limited to the assets of the company;
- The name of the company must contain the expression "Sociedade anónima" or "SA".
The company is generally classified into two: Public, or Closed corporation.
Closed corporation: it is a type of company in which the shares are generally not available to the public. The shares are issued via private subscriptions, and not in markets such as the stock exchange.
Public corporation: raises capital by attracting new members to the company, by way of offering its shares on a stock exchange or over-the-counter market. The over-the-counter market is characterized by operations of a financial institution with investors or between financial institutions. This type of transaction can only be performed upon authorization and registration with the CVM (Comissão de Valores Mobiliários)
The authorized capital applies to both closed and public corporations respectively. No minimum capital is generally required, however, a minimum of ten percent (10%) of the capital must be paid-in for the establishment of the corporation. Capital increases may be performed at any time, as approved in a shareholders meeting, pursuant to the applicable regulation and provisions of the byelaws. Capital increase by subscriptions and payment of new shares may be effected only after at least seventy-five percent (75%) of the entire capital is paid-in.
- Type of Entity: anonymous society- S/A
- Applicable Law: Federal law
- Available as a Shelf Company: No
- Time Frame for Incorporation: 20 to 30 days
- Taxation on foreign income:
- Are there any Double tax treaties in place: Yes, with 31 countries
- Default currency of capital: BRL
- Are other capital currencies permitted: Yes
- Minimum registered capital: 150,000.00
- Authorized capital: 150,000.00
- Minimum number of directors and managers: 5 - However, it is possible to incorporate a limited company with only one partner, if the proposed shareholder is a corporate entity.
- Is it mandatory to appoint Directors / Managers: Yes
- 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: five (5)
- Meeting place for members: Yes
- Local Secretary Requirement: Yes
- Audit Requirement for Accounts: Yes - Monthly
- Requirement of submitting accounts: Yes
- Are account records publicly accessible: Yes
- Requirement of submitting annual declaration: Yes
- Is a change of domicile permissible: Yes
- Bearer shares: No
- Visa Eligibility: Yes - Foreigner must invest a minimum capital of 150,000.00 BRL