Countries › Brazil › Guide › 4. Entities and setup › Sociedade limitada (Ltda.) in Brazil: quotas, managers, quorums, annual meeting and exit

Sociedade limitada (Ltda.) in Brazil: quotas, managers, quorums, annual meeting and exit

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

The sociedade limitada (Ltda.) is the default vehicle for a foreign owned operating subsidiary in Brazil: one quotaholder is enough, liability is limited to the quotas and there is no general legal minimum capital. Holders of more than half of the capital decide almost everything, including amending the articles, appointing professional managers and mergers, while a few rights (a 30 day withdrawal right, 30 day pre emption on capital increases, a fiscal council seat for one fifth of the capital) protect minorities. Each registered act costs R$273.55 in São Paulo in 2026 (about US$49.73), and the main yearly duty is a quotaholders' meeting within four months of year end with its minutes filed within 20 days.

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

Quorum for amending the articles, mergers and dissolution of a Ltda.	More than 50 % of capitalLei nº 10.406 art. 1.076 item II, wording of Lei nº 14.451, as of 2026-10-27 · in force
Quorum to appoint a non quotaholder manager once capital is fully paid in	More than 50 % of capitalLei nº 10.406 art. 1.061, as of 2026-10-27 · in force
Capital needed to install a quotaholders' assembly at first call	75 % of capitalLei nº 10.406 art. 1.074, as of 2026-10-27 · in force
Number of quotaholders above which a formal assembly is mandatory	10 personsLei nº 10.406 art. 1.072 § 1, as of 2026-10-27 · in force
Deadline to file meeting minutes with the commercial registry	20 daysLei nº 10.406 art. 1.075 § 2, as of 2026-10-27 · in force
Pre emptive right window on a capital increase	30 daysLei nº 10.406 art. 1.081 § 1, as of 2026-10-27 · in force
Window for a dissenting quotaholder to withdraw	30 daysLei nº 10.406 art. 1.077, as of 2026-10-27 · in force
Default deadline to pay out a departing quotaholder's quotas	90 daysLei nº 10.406 art. 1.031 § 2, as of 2026-10-27 · in force
Creditor opposition window on a capital reduction for excess capital	90 daysLei nº 10.406 art. 1.084 § 1, as of 2026-10-27 · in force
Capital share that may elect a fiscal council member separately	20 % of capitalLei nº 10.406 art. 1.066 § 2, as of 2026-10-27 · in force
Joint liability period for valuation of assets contributed in kind	5 yearsLei nº 10.406 art. 1.055 § 1, as of 2026-10-27 · in force
São Paulo registry fee per Ltda. act for micro or small enterprises, 2026	218.99 BRLPortaria JUCESP nº 74 of 28 July 2026, Annex I item 2.2, as of 2026-10-27 · in force
Annual gross revenue ceiling for a small enterprise (EPP)	4800000 BRLLei Complementar nº 123 art. 3 item II, as of 2026-10-27 · in force

The rule

1. Liability and owners: each quotaholder answers only up to the value of its quotas, but all quotaholders are jointly liable until the whole capital is paid in. A Ltda. may be formed by one or more persons, so a foreign parent may hold 100 percent; for a single member Ltda. the rules on the articles of association apply to its incorporation document.
Cost to do it: No minimum capital is set by the Civil Code. Registering the articles in São Paulo costs R$273.55 (about US$49.73), or R$218.99 (about US$39.81) for a micro or small enterprise (JUCESP 2026 table, items 2.1 and 2.2).
Example: A foreign parent subscribes R$500,000 of quotas and pays in R$200,000 at signing: until the remaining R$300,000 is paid, every quotaholder can be pursued for the unpaid balance. / R$500,000 is about US$90,898; the unpaid R$300,000 is about US$54,539.Lei nº 10.406 (Civil Code), §§ 1 and 2 included by Lei nº 13.874 of 20 September 2019, Art. 1.052, caput and §§ 1 and 2, 2019-09-20 official text · verified 2026-10-27

2. Governing rules and contents of the articles: where the Ltda. chapter is silent, the rules on the simple partnership (sociedade simples) apply, unless the articles elect the Corporations Law as the supplementary regime. The articles must contain the items required by art. 997 (names and details of the quotaholders, name, purpose, seat and term, capital, each quotaholder's quotas and how they are paid, managers and their powers, profit and loss sharing) and, where applicable, the business name.
Cost to do it: Drafting choice only; electing the Corporations Law as supplementary regime is a clause in the articles.Lei nº 10.406 (Civil Code), Art. 1.053 and sole paragraph; art. 1.054, 2002-01-10 official text · verified 2026-10-27

3. Capital contributions: capital is divided into equal or unequal quotas. Contributions in services are forbidden, and all quotaholders answer jointly for five years from registration for the exact valuation of assets contributed in kind. If a quotaholder defaults, the others may take its quotas for themselves or sell them to third parties, refunding what it paid less interest, agreed charges and expenses. Quotaholders must give back any profits or withdrawals distributed to the detriment of capital, even if the articles allow them.Lei nº 10.406 (Civil Code), Art. 1.055 §§ 1 and 2; art. 1.058; art. 1.059, 2002-01-10 official text · verified 2026-10-27

4. Quota transfers: unless the articles say otherwise, a quotaholder may transfer quotas freely to another quotaholder, and to an outsider unless holders of more than one quarter of the capital object. The transfer binds the company and third parties only once the amendment signed by the consenting quotaholders is registered.
Cost to do it: The amendment registering the transfer costs R$273.55 in São Paulo (about US$49.73).Lei nº 10.406 (Civil Code), Art. 1.057 and sole paragraph, 2002-01-10 official text · verified 2026-10-27

5. Managers: the Ltda. is run by one or more managers named in the articles or in a separate act. Appointing a manager who is not a quotaholder needs at least two thirds of the quotaholders while capital is not fully paid in, and holders of more than half of the capital once it is. A manager named in a separate act must sign the term of office within 30 days or the appointment lapses, and must file it for registration within 10 days of taking office; removal of a quotaholder manager named in the articles needs more than half of the capital unless the articles say otherwise, and the end of a term must be registered within 10 days.
Cost to do it: Registering the act appointing or removing a manager in São Paulo costs R$164.05 (about US$29.82) as a document of mandatory filing (JUCESP 2026 table, item 8.1), or R$273.55 if done by amending the articles.Lei nº 10.406 (Civil Code), art. 1.061 as worded by Lei nº 14.451 of 21 September 2022 and art. 1.063 § 1 as worded by Lei nº 13.792 of 3 January 2019, Art. 1.060; art. 1.061; art. 1.062 §§ 1 and 2; art. 1.063 §§ 1 to 3, 2022-09-21 official text · verified 2026-10-27 · changed: Lei nº 14.451 of 21 September 2022 cut the quorum to appoint non quotaholder managers from unanimity (capital not paid in) and two thirds (capital paid in) to two thirds and more than half respectively.

6. Quorums: holders of more than half of the capital approve the appointment of managers by separate act, their removal, their pay where the articles are silent, amendments to the articles, mergers and dissolution, and the end of liquidation. Other matters pass by majority of votes present unless the articles require more. A formal assembly is mandatory only above ten quotaholders; it is installed at first call with holders of three quarters of the capital and at second call with any number. A meeting is unnecessary when all quotaholders decide in writing, and quotaholders may attend and vote remotely or meet digitally.Lei nº 10.406 (Civil Code), art. 1.076 as worded by Lei nº 14.451 of 21 September 2022; art. 1.080-A included by Lei nº 14.030 of 28 July 2020, Art. 1.071; art. 1.072 §§ 1 and 3; art. 1.074; art. 1.076 items II and III; art. 1.080-A, 2022-09-21 official text · verified 2026-10-27 · changed: Lei nº 14.451 replaced the former three quarters quorum for amending the articles, mergers and dissolution with more than half of the capital, in force 30 days after its publication.

7. Annual meeting and minutes: the quotaholders meet at least once a year within four months after the fiscal year ends to approve the managers' accounts, the balance sheet and income statement, and to appoint managers where needed. The documents go to non managing quotaholders in writing at least 30 days before. Unqualified approval releases managers and fiscal council members save for error, fraud or simulation, and the right to challenge it lapses in two years. A certified copy of the minutes must be filed with the commercial registry within 20 days of the meeting.
Cost to do it: R$273.55 per set of minutes in São Paulo (about US$49.73), item 2.1 of the 2026 table.Lei nº 10.406 (Civil Code), Art. 1.075 § 2; art. 1.078 caput and §§ 1 to 4, 2002-01-10 official text · verified 2026-10-27

8. Optional fiscal council: the articles may create a fiscal council of three or more members and alternates, quotaholders or not, resident in Brazil, elected at the annual meeting. Quotaholders holding at least one fifth of the capital may elect one member and one alternate separately. The council reviews books and cash at least quarterly and gives an opinion to the annual meeting.
Cost to do it: Registering fiscal council minutes in São Paulo costs R$164.05 (about US$29.82), item 8.1 of the 2026 table.Lei nº 10.406 (Civil Code), Art. 1.066 §§ 1 and 2; art. 1.069, 2002-01-10 official text · verified 2026-10-27

9. Capital changes: once quotas are fully paid in, capital may be increased by amending the articles, and quotaholders have a pre emptive right in proportion to their quotas for up to 30 days after the decision. Capital may be reduced after full payment if there are irreparable losses, or if it is excessive for the company's purpose; in the second case unsecured creditors with earlier claims may oppose within 90 days of publication of the minutes, and the reduction takes effect only if no one opposes or the debt is paid or deposited in court.
Cost to do it: Each amendment costs R$273.55 in São Paulo (about US$49.73); a capital increase funded from abroad must also be reported to the Central Bank (see FX).
Example: Capital is raised from R$500,000 to R$1,500,000: a 10 percent quotaholder may subscribe R$100,000 of the new quotas within 30 days of the decision to keep its stake. / The R$1,000,000 increase is about US$181,795; the minority's R$100,000 share is about US$18,180.Lei nº 10.406 (Civil Code), Art. 1.081 §§ 1 to 3; art. 1.082; art. 1.084 §§ 1 to 3, 2002-01-10 official text · verified 2026-10-27

10. Exit rights: a quotaholder who dissents from an amendment to the articles, a merger or an absorption may withdraw within 30 days after the meeting. When a quotaholder leaves, its quotas are valued, unless the articles provide otherwise, on the company's actual net worth at that date in a specially prepared balance sheet, and paid in cash within 90 days of liquidation of the quota, unless agreed otherwise.Lei nº 10.406 (Civil Code), Art. 1.031 caput and §§ 1 and 2; art. 1.077, 2002-01-10 official text · verified 2026-10-27

11. Expelling a minority quotaholder: holders of more than half of the capital may exclude one or more quotaholders who endanger the business by acts of undeniable gravity, by amending the articles, but only if the articles allow exclusion for just cause. Except where there are only two quotaholders, the decision must be taken at a meeting called specifically for it, with the accused given time to attend and defend itself.Lei nº 10.406 (Civil Code), sole paragraph as worded by Lei nº 13.792 of 3 January 2019, Art. 1.085 and sole paragraph, 2019-01-03 official text · verified 2026-10-27

12. No Simples Nacional for a foreign owned Ltda.: the simplified small business tax regime is closed to a company in which another legal entity holds capital and to a branch, subsidiary, agency or representative office in Brazil of a company headquartered abroad, whatever its revenue. The micro and small enterprise bands themselves are gross revenue up to R$360,000 and up to R$4,800,000 a year.
Example: A Ltda. owned 99 percent by a US parent and 1 percent by a Brazilian individual, with R$2,000,000 of revenue, cannot opt for Simples Nacional because a legal entity holds its capital. / R$2,000,000 is about US$363,590; the R$4,800,000 band ceiling is about US$872,616.Lei Complementar nº 123 of 14 December 2006, art. 3 item II as worded by Lei Complementar nº 155 of 27 October 2016, Art. 3, items I and II; art. 3 § 4, items I and II, 2016-10-27 official text · verified 2026-10-27

Decision	Quorum	Rule
Amend the articles, merger, absorption, dissolution, end of liquidation	More than half of the capital	Art. 1.076 II with art. 1.071 V, VI
Appoint managers by separate act, remove them, set their pay	More than half of the capital	Art. 1.076 II with art. 1.071 II to IV
Appoint a non quotaholder manager, capital not fully paid in	At least two thirds of the quotaholders	Art. 1.061
Remove a quotaholder manager named in the articles	More than half of the capital, unless the articles differ	Art. 1.063 § 1
Approve accounts and other matters	Majority of votes present	Art. 1.076 III
Exclude a minority quotaholder for just cause	More than half of the capital, and the articles must allow it	Art. 1.085
Elect a fiscal council member separately	Holders of at least one fifth of the capital	Art. 1.066 § 2

Who decides what in a Ltda. (Civil Code, as amended by Lei nº 14.451 of 2022). Articles may set higher quorums.

Worked example

A German group sets up a São Paulo Ltda. with R$500,000 of capital (about US$90,898), holding 90 percent through its parent and 10 percent through a second group company. Registration costs R$273.55 (about US$49.73). Because a legal entity holds the capital, the Ltda. is outside Simples Nacional (Lei Complementar nº 123 art. 3 § 4) and pays tax under the general regimes (see Taxes).
Once capital is fully paid in, the parent alone (90 percent) can appoint a Brazilian professional manager, amend the articles and approve a merger (Civil Code arts. 1.061 and 1.076). If it later sells 25 percent to a local partner, that partner gets a 30 day pre emptive right on future increases (art. 1.081) and, holding at least one fifth, can elect a fiscal council member if the articles create one (art. 1.066).
Each year the quotaholders approve the accounts by 30 April (for a calendar fiscal year) and file the minutes within 20 days, paying R$273.55 (about US$49.73) in São Paulo (arts. 1.075 and 1.078).

Step by step

1. Decide the quotaholders: a single foreign parent is enough; add a second quotaholder only if you want it (for example to ease later conversion to an S.A., which needs two shareholders).
2. Draft the articles with the art. 997 contents, the supplementary regime (simple partnership or Corporations Law), the managers and their powers, transfer restrictions, exclusion for just cause if wanted, and any higher quorums.
3. Obtain CNPJ numbers for foreign quotaholders and appoint their Brazilian representatives before signing (see the incorporation checklist).
4. Sign and file with the state commercial registry within 30 days; pay the state fee (R$273.55 in São Paulo).
5. Pay in the capital through an FX contract and report the investment to the Central Bank where required (see FX).
6. File the beneficial owner form (e-BEF) within 30 days of the CNPJ if required: a Ltda. with two or more quotaholders including a legal entity must do so already in 2026, while a single member Ltda. is exempt at its own level and its foreign parent reports instead (see beneficial ownership).
7. Diarize the annual meeting (by the end of the fourth month after year end), the 20 day filing of minutes, and the 10 day filings for manager changes.

Common traps

Joint liability for unpaid capital. Until the capital is fully paid in, every quotaholder answers for the whole unpaid amount (Civil Code art. 1.052), so subscribe only what you will pay in.
Overvalued contributions in kind expose all quotaholders jointly for five years (art. 1.055 § 1); get an independent valuation when contributing intellectual property or equipment.
Missing the 30 day window for a separately appointed manager to sign the term of office voids the appointment (art. 1.062 § 1).
Exclusion of a misbehaving minority quotaholder is only possible if the articles provide for exclusion for just cause (art. 1.085); add the clause at incorporation, as adding it later needs a majority amendment and invites dispute.
Profits paid out of capital must be returned by the quotaholders even if the articles allowed the payment (art. 1.059).
Assuming the Simples Nacional regime: a Ltda. with a corporate quotaholder or that is the Brazilian subsidiary of a foreign company cannot use it, whatever its size (Lei Complementar nº 123 art. 3 § 4).

Sources

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