Countries › Brazil › Guide › 4. Entities and setup › Sociedade anônima (S.A.) in Brazil: closely held corporations, shares, governance, dividends and publications

Sociedade anônima (S.A.) in Brazil: closely held corporations, shares, governance, dividends and publications

Last verified: 2026-10-27 · Status: Stable

The sociedade anônima (S.A.) is Brazil's corporation: capital is divided into registered shares, it is always a business company, and it is the vehicle for outside investors, share classes, debentures and a future listing. Incorporating a closely held S.A. needs two subscribers, a 10 percent cash pay in deposited in a bank, and R$583.98 per registered act in São Paulo in 2026 (about US$106.17); only a Brazilian company may be the sole shareholder. Default rules are investor friendly but formal: a 5 percent legal reserve, a mandatory dividend (half of adjusted net profit if the bylaws are silent), an ordinary meeting within four months of year end, and newspaper publications unless revenue is up to R$78,000,000.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.5007 per US dollar for 26 October 2026, the latest rate published when this page was verified. Conversions are for orientation only; the rate on the day of each FX contract will differ.

Key facts

Deadline for the ordinary general meeting after year end	4 monthsLei nº 6.404 art. 132, as of 2026-10-27 · in force
Minimum notice for first call of a closely held S.A. meeting	8 daysLei nº 6.404 art. 124 § 1 item I, as of 2026-10-27 · in force
Votes needed to install a general meeting at first call	25 % of voting votesLei nº 6.404 art. 125, as of 2026-10-27 · in force
Votes needed at first call to install a meeting amending the bylaws	66.67 % of voting votesLei nº 6.404 art. 135, as of 2026-10-27 · in force
Maximum term of board members and officers	3 yearsLei nº 6.404 arts. 140 and 143, as of 2026-10-27 · in force
Share of net profit allocated to the legal reserve	5 %Lei nº 6.404 art. 193, as of 2026-10-27 · in force
Legal reserve cap	20 % of capitalLei nº 6.404 art. 193, as of 2026-10-27 · in force
Mandatory dividend when bylaws are silent	50 % of adjusted net profitLei nº 6.404 art. 202 item I, as of 2026-10-27 · in force
Minimum mandatory dividend when set by later bylaw amendment	25 % of adjusted net profitLei nº 6.404 art. 202 § 2, as of 2026-10-27 · in force
Default deadline to pay declared dividends	60 daysLei nº 6.404 art. 205 § 3, as of 2026-10-27 · in force
Cap on non voting or restricted voting preferred shares	50 % of shares issuedLei nº 6.404 art. 15 § 2, as of 2026-10-27 · in force
Voting shares needed to install a non permanent fiscal council	10 % of voting sharesLei nº 6.404 art. 161 § 2, as of 2026-10-27 · in force
Equity below which a closely held S.A. need not prepare a cash flow statement	2000000 BRLLei nº 6.404 art. 176 § 6, as of 2026-10-27 · in force
São Paulo registry fee for a debenture indenture, 2026	766.48 BRLPortaria JUCESP nº 74 of 28 July 2026, Annex I item 21.1, as of 2026-10-27 · in force

The rule

1. Nature: capital is divided into shares and each shareholder's liability is limited to the issue price of the shares it subscribed or acquired. Whatever its purpose, an S.A. is a business company governed by commercial law, and it may hold interests in other companies even if its bylaws do not say so. It is publicly held (aberta) or closely held (fechada) depending on whether its securities are admitted to trading on an exchange or over the counter market; only companies registered with the Securities Commission (CVM) may place securities publicly.Lei nº 6.404 (Corporations Law), art. 4 as worded by Lei nº 10.303 of 2001, Art. 1; art. 2 §§ 1 and 3; art. 4 caput and §§ 1 and 2, 1976-12-15 official text · verified 2026-10-27

2. Incorporation: all shares must be subscribed by at least two persons, at least 10 percent of the issue price of shares subscribed for cash must be paid in, and that cash must be deposited with Banco do Brasil or another bank authorized by the CVM. A privately subscribed S.A. may be formed at a subscribers' meeting or by public deed. Assets contributed in kind are appraised by three experts or a specialized firm, who answer with the contributor for fraud or negligence. The company may not operate until its incorporation documents are filed with the commercial registry and published.
Cost to do it: São Paulo registry fee for the incorporation act in 2026: 15.20 UFESP, R$583.98 (about US$106.16), item 3.1 of the JUCESP table.
Example: R$2,000,000 of capital subscribed for cash: at least R$200,000 is deposited in an authorized bank before filing and released to the company after registration. / Capital about US$363,590; minimum deposit about US$36,359.Lei nº 6.404 (Corporations Law), Art. 7; art. 8 caput and § 6; art. 80; art. 88; art. 94; art. 95, 1976-12-15 official text · verified 2026-10-27

3. Sole shareholder: an S.A. may be incorporated by public deed with a Brazilian company as its only shareholder (subsidiária integral), or become one when a Brazilian company acquires all its shares. A foreign company cannot be the sole shareholder. An S.A. left with a single shareholder is dissolved by law if this is verified at an ordinary general meeting and the minimum of two shareholders is not restored by the following year's ordinary meeting.Lei nº 6.404 (Corporations Law), Art. 206, item I, letter d; art. 251 caput and § 2, 1976-12-15 official text · verified 2026-10-27

4. Shares: all shares are registered (nominativas); bearer shares were abolished in 1990. The bylaws set the number of shares and whether they have par value; shares may not be issued below par, and any premium goes to a capital reserve. Non voting or restricted voting preferred shares may not exceed 50 percent of the shares issued. Ownership is shown by the share register, and transfers are entered in the transfer book signed by both parties.Lei nº 6.404 (Corporations Law), art. 15 § 2 as worded by Lei nº 10.303 of 2001 and art. 20 as worded by Lei nº 8.021 of 1990, Art. 11; art. 13; art. 15 § 2; art. 20; art. 31 § 1, 1976-12-15 official text · verified 2026-10-27

5. Shareholders' agreements and foreign shareholders: agreements on the purchase and sale of shares, pre emption, voting or control bind the company only once filed at its head office. A shareholder resident or domiciled abroad must keep a representative in Brazil with powers to receive service of process in lawsuits under the Corporations Law. Shareholders of closely held and listed companies may attend and vote remotely.Lei nº 6.404 (Corporations Law), art. 121 sole paragraph as worded by Lei nº 14.030 of 28 July 2020, Art. 118 caput; art. 119; art. 121 sole paragraph, 2020-07-28 official text · verified 2026-10-27

6. General meetings of a closely held S.A.: the ordinary meeting is held within four months after year end to approve the accounts and financial statements, allocate profit, pay dividends and elect managers; the documents must be made available at least one month before. Calls are published at least three times, at least eight days before the first call and five days before the second; a meeting attended by all shareholders is valid without formal call. The meeting is installed at first call with one quarter of the votes and at second call with any number; resolutions pass by absolute majority of votes. Amending the bylaws needs two thirds of the votes at first call; matters such as creating preferred shares, cutting the mandatory dividend, mergers, spin offs, change of purpose and dissolution need at least half of the voting shares, and dissenters on most of them may withdraw for reimbursement.
Cost to do it: Registering each set of minutes (ordinary or extraordinary meeting, board or executive board) in São Paulo costs R$583.98 (about US$106.16), item 3.1 of the 2026 table.Lei nº 6.404 (Corporations Law), art. 124 § 1 as worded by Lei nº 10.303 of 2001; arts. 125, 135 and 136 as worded by Lei nº 14.195 of 26 August 2021, Art. 124 caput and §§ 1 and 4; art. 125; art. 129; art. 132; art. 133; art. 135; art. 136; art. 137, 2021-08-26 official text · verified 2026-10-27 · changed: Lei nº 14.195 of 26 August 2021 counted the installation and qualified quorums on total voting votes instead of voting capital.

7. Management: the bylaws choose between a board of directors plus an executive board, or an executive board alone; a board is mandatory only for publicly held and authorized capital companies. The board has at least three members and the executive board at least one, each with terms of up to three years and re election allowed. Only natural persons may be managers, and those resident abroad take office only after appointing a Brazilian resident representative to receive service of process, with powers lasting at least three years after the term. Managers owe a duty of care and are personally liable for losses caused with fault or intent or in breach of the law or bylaws, but not for obligations taken on in regular acts of management.Lei nº 6.404 (Corporations Law), art. 143 as worded by Lei Complementar nº 182 of 1 June 2021 and art. 146 as worded by Lei nº 14.195 of 26 August 2021, Art. 138; art. 140; art. 143; art. 146 caput and § 2; art. 153; art. 158, 2021-08-26 official text · verified 2026-10-27 · changed: Lei Complementar nº 182 of 2021 cut the minimum executive board from two officers to one; Lei nº 14.195 of 2021 removed the residency requirement for officers.

8. Fiscal council: every S.A. has a fiscal council, permanent or installed only in the years shareholders ask for it. A non permanent council is installed at the request of holders of at least one tenth of the voting shares or 5 percent of the non voting shares. It has three to five members and alternates, who must be natural persons resident in Brazil holding a university degree or with at least three years as a manager or fiscal council member.Lei nº 6.404 (Corporations Law), Art. 161 caput and §§ 1 and 2; art. 162, 1976-12-15 official text · verified 2026-10-27

9. Financial statements and profit: at each year end the executive board prepares the balance sheet, statement of retained earnings, income statement and cash flow statement (a closely held company with equity below R$2,000,000 is exempt from the cash flow statement). Five percent of net profit goes to the legal reserve until it reaches 20 percent of capital. Shareholders are entitled to the mandatory dividend set in the bylaws; if the bylaws are silent it is half of net profit adjusted for reserves, and bylaws amended later to set it may not go below 25 percent. Dividends are paid within 60 days of declaration and within the fiscal year unless the meeting decides otherwise.
Example: Net profit of R$10,000,000 with silent bylaws: R$500,000 to the legal reserve, leaving R$9,500,000 adjusted net profit and a mandatory dividend of R$4,750,000. / Net profit about US$1.82 million; reserve about US$90,898; mandatory dividend about US$863,526.Lei nº 6.404 (Corporations Law), art. 176 § 6 as worded by Lei nº 11.638 of 2007 and art. 202 as worded by Lei nº 10.303 of 2001, Art. 176 caput and § 6; art. 193; art. 202 caput, item I and §§ 1 and 2; art. 205 § 3, 1976-12-15 official text · verified 2026-10-27

10. Retaining profit in a closely held S.A.: if no shareholder present objects, the general meeting of a closely held S.A. (other than one controlled by a publicly held company that raises funds beyond non convertible debentures) may pay less than the mandatory dividend or retain all net profit. A closely held S.A. with annual gross revenue up to R$78,000,000 whose bylaws are silent on dividends may set them freely at the meeting, without the mandatory dividend rule, provided preferred shareholders with fixed or minimum dividends keep their rights.Lei nº 6.404 (Corporations Law), art. 202 § 3 as worded by Lei nº 10.303 of 2001 and art. 294 § 4 included by Lei Complementar nº 182 of 1 June 2021, Art. 202 § 3, item II; art. 294 caput and § 4, 2021-06-01 official text · verified 2026-10-27

11. Publications and small company relief: publications go in summary form in a widely circulated newspaper in the city of the head office, with the full documents on the newspaper's digitally certified website. A closely held S.A. with annual gross revenue up to R$78,000,000 may publish electronically instead and replace its corporate books with electronic records; the relief does not apply to a group's parent or its members.
Cost to do it: Newspaper publication is market priced; a qualifying small closely held S.A. avoids it.
Example: A closely held S.A. with R$60,000,000 of revenue publishes electronically; at R$90,000,000 it must use a newspaper. / Threshold about US$14.18 million; R$60,000,000 is about US$10.91 million.Lei nº 6.404 (Corporations Law), art. 289 as worded by Lei nº 13.818 of 24 April 2019 and art. 294 as worded by Lei Complementar nº 182 of 1 June 2021, Art. 289 caput items I and II; art. 294 items III and IV and § 3, 2021-06-01 official text · verified 2026-10-27

12. Debentures: an S.A., including a closely held one, may issue debentures under an indenture registered with the commercial registry; the general meeting authorizes the issue, as the Corporations Law reserves it to the meeting subject to delegation to the board in the cases it allows.
Cost to do it: Registering a debenture indenture or an amendment in São Paulo costs R$766.48 (about US$139.34), item 21 of the JUCESP 2026 table.Lei nº 6.404 (Corporations Law), Art. 122, item IV, 1976-12-15 official text · verified 2026-10-27

Matter	Installation at first call	Approval	Rule
Ordinary matters (accounts, profit allocation, elections)	One quarter of voting votes	Absolute majority of votes cast, blanks excluded	Arts. 125 and 129
Amending the bylaws	Two thirds of voting votes	Absolute majority of votes cast	Arts. 135 and 129
Preferred shares, cutting the mandatory dividend, merger, spin off, change of purpose, dissolution	As above	At least half of the voting votes	Art. 136
Second call	Any number present	Same as first call	Arts. 125 and 135

Closely held S.A. general meeting quorums (Lei nº 6.404 as amended by Lei nº 14.195 of 2021). Closely held companies may raise them in the bylaws.

Point	Ltda.	Closely held S.A.
Legal reserve	None in the Civil Code	5 percent of net profit up to 20 percent of capital (art. 193)
Mandatory dividend	None	Bylaws, or half of adjusted net profit if silent (art. 202); free if revenue up to R$78,000,000 and bylaws silent (art. 294 § 4)
Publications	None for the Ltda. chapter	Newspaper plus website, or electronic if revenue up to R$78,000,000 (arts. 289 and 294)
Fiscal council	Optional, if the articles create it (art. 1.066)	Always provided for; installed on request of 10 percent of voting shares (art. 161)
Registry fee per act, São Paulo 2026	R$273.55	R$583.98

Ltda. versus closely held S.A.: recurring obligations

Worked example

A US fund and a Brazilian co founder incorporate a closely held S.A. in São Paulo with R$2,000,000 of capital (about US$363,590), 95 percent and 5 percent. They deposit at least R$200,000 (about US$36,359) in an authorized bank, register the incorporation act for R$583.98 (about US$106.16) and appoint a single officer resident abroad, who first gives a Brazilian resident representative powers lasting three years beyond the term (Lei nº 6.404 arts. 80, 143 and 146).
In year three net profit is R$10,000,000 (about US$1.82 million). R$500,000 goes to the legal reserve; with silent bylaws the mandatory dividend is R$4,750,000 (about US$863,526), payable within 60 days (arts. 193, 202 and 205). Because revenue is below R$78,000,000 and the bylaws are silent, the meeting could instead set dividends freely (art. 294 § 4); and because it is closely held, it could retain all profit if no shareholder present objects (art. 202 § 3).
Dividends paid to the foreign fund then follow the 2026 dividend tax rules and the FX rules (see Taxes and FX).

Step by step

1. Choose the S.A. only if you need its features: share classes, a board, debentures, many investors or a listing path. Otherwise a Ltda. is lighter.
2. Line up at least two subscribers; if the only investor is foreign, add a second shareholder or interpose a Brazilian holding company (Lei nº 6.404 arts. 80 and 251).
3. Obtain CNPJ numbers for foreign shareholders and appoint their Brazilian representatives with powers to receive service of process (art. 119).
4. Draft bylaws: management structure, number and terms of officers, share classes, dividend policy (set it expressly to avoid the 50 percent default), and any qualified quorums.
5. Deposit at least 10 percent of cash subscriptions in an authorized bank, hold the incorporation meeting or sign the public deed, and file with the commercial registry within 30 days.
6. Set up the share register and transfer book (or electronic records if revenue is up to R$78,000,000) and file shareholders' agreements at the head office.
7. Calendar the ordinary meeting within four months of year end, document availability one month before, and the publications.

Common traps

Foreign sole shareholder. A wholly owned S.A. may only have a Brazilian company as shareholder (art. 251); with one shareholder verified at an ordinary meeting, the company must restore two by the next year's ordinary meeting or be dissolved (art. 206 I d).
Silent bylaws mean a 50 percent mandatory dividend (art. 202 I) for companies above the R$78,000,000 revenue relief; adding a dividend clause later cannot go below 25 percent (art. 202 § 2).
Unfiled shareholders' agreements do not bind the company (art. 118); file them at the head office.
Non resident officers without a Brazilian representative cannot take office (art. 146 § 2), which can block bank account opening and signatures.
Small company relief is lost by group parents and group members (art. 294 § 3), so a subsidiary of a formal corporate group may still need newspaper publications.
Fiscal council members must be resident in Brazil and qualified (art. 162); plan candidates before minorities request installation.

Sources

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