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3.1.4. CapitalThere is no minimum capital requirement, except in special cases (financial institutions, tradingcompanies, obtainment of permanent residence visa, etc.). S/As may be organized with authorizedcapital and with less subscribed capital than that authorized by the bylaws: in this case, the increaseof the subscribed capital, up to the authorized limit, will not depend on a bylaws reform.The capital stock may consist of cash assets or any kind of assets with a monetary worth. At least10% of the cash-subscribed capital (or 50% in the case of financial institutions) must be paid-up at thetime of the company’s incorporation and the remainder, within the term prescribed in the company’sBylaws.3.1.5. Liability of ShareholdersThe liability of shareholders is limited to the issue price of the subscribed or acquired shares, except incase of proven violation of the law or of the corporate bylaws. A corporation has a distinct existencefrom that of its shareholders, hence the capital autonomy in relation to the partners. It is the assets ofthe corporation that serve as security for creditors for debts incurred on its behalf. However, this rule isnot absolute. For the protection of third parties, Brazilian legislation sets forth some cases where theshareholders are exceptionally accountable for the debts of the corporation. Examples: liability of thecontrolling shareholder for abuse of power; in certain situations, the liability of the shareholders forlabor, tax and social security debts, liability for damages caused to consumers, liability for violationsagainst the economic order (Antitrust Law), all resulting from the application of the „piercing thecorporate veil‟ theory. These are exceptions established by law that cannot be quashed by acontractual or bylaw provision.3.1.6. SharesThe capital stock is divided into shares, which may have a face value or not. The minimum number ofshareholders is 2.The shares may be common, preferred or usufructuary, depending on the nature of the rights oradvantages that they grant to their holders.The common shares of closely held companies and preferred shares of publicly held or closely heldcompanies may be of one or more classes, according, among other particularities, to the policy-relatedadvantages that they confer for the election of administrators.12