10.07.2015 Views

1E9Ct5D

1E9Ct5D

1E9Ct5D

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

(IFRS – International Financial Reporting Standards) and (ii) the requirement of an independent audit.For the purposes of the new law, a large-sized company shall be construed as any company that hadtotal assets, in the previous year, in excess of R$ 240 million (US$ 120 million) or an annual grossturnover of more than R$ 300 million (US$ 150 million).3.2. Limited Company (LTDA)The lives of LTDAs, which were previously regulated in a somewhat flexible and relatively simplemanner by the provisions of Decree 3,708/19, are now disciplined in detail by the new Brazilian CivilCode, approved by Law 10,406/02, which came into force on 11 January 2003.3.2.1. CostIn accordance with the new Civil Code, the organization and operation of LTDAs are less flexible andmore burdensome than before, also requiring publications in certain cases. Nevertheless, the cost ofLTDAs continues to be lower than that of S/As (see item 3.2.12 below).3.2.2. Articles of associationThe bylaws of LTDAs are called “articles of association” in Brazil. The articles of association allow fora series of provisions established between the partners and can be very flexible.3.2.3. NameA LTDA may adopt a firm (name of partners) or name (fictitious name), but must always beaccompanied, at the end, by the expression “limitada” or its abbreviation (“Ltda”). The company nameshall inform the purpose of the company in a summarized manner.3.2.4. Capital and quotasThe minimum number of partners is likewise 2 in this type of company. Similarly to the S/A, the capitalof a LTDA may consist of cash assets or assets with monetary worth. However, there is no need forthe initial payment of any minimum capital subscribed in cash.The capital of LTDAs is divided into ideal parts (quotas), which are divided among the partners inpercentages and are not physically represented by certificates. As the number of quotas held by eachpartner is established by the articles of association, any transfer or assignment of ownership over thequotas depends on an amendment to the articles of association.18

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!