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Dissolving and liquidating a Ltda. in Brazil

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

A Ltda. closes in three legal phases: dissolution, liquidation and extinction. When all partners agree and the company can be wound up at once, a single distrato social does all three and is exempt from the São Paulo registry fee. Otherwise a liquidator inventories assets within 15 days, pays creditors in order, reports every six months and presents final accounts; the company ends when the closing minutes are registered, and unpaid creditors can then pursue each partner only up to what it received.

USD figures use the Banco Central do Brasil PTAX selling rate of R$5.3346 per US dollar for 27 October 2026 (PTAX had moved from 5.0377 on 23 October to 5.5007 on 26 October). Conversions are for orientation only; the rate on the day of each FX contract will differ.

Key facts

Days for the Ltda. liquidator to prepare the inventory and balance sheet	15 daysCivil Code art. 1.103 III, as of 2026-10-27 · in force
Interval of liquidator reports to the partners	6 monthsCivil Code art. 1.103 VI, as of 2026-10-27 · in force
Quorum to dissolve a Ltda. by resolution	More than half of the capital Civil Code arts. 1.071 VI and 1.076 II, as of 2026-10-27 · in force
JUCESP fee for a Ltda. distrato social, 2026	0 BRLPortaria JUCESP nº 146/2025 item 2.2, as of 2026-10-27 · in force
Days for managers to start liquidation after losing an operating authorization	30 daysCivil Code art. 1.037, as of 2026-10-27 · in force

The rule

1. Causes of dissolution. A Ltda. is dissolved when its term expires (unless it carries on without objection, becoming indefinite), by unanimous consent of the partners, by resolution of an absolute majority in a company of indefinite term, or on extinction of an authorization to operate; it is also dissolved by bankruptcy. Being left with a single partner is no longer a cause: that rule was revoked in 2021 and single member Ltda. companies are allowed.Lei nº 10.406 of 10 January 2002 (Civil Code), art. 1.033 (item IV revoked by Lei nº 14.195 of 26 August 2021), arts. 1.044 and 1.087, Arts. 1.033, 1.044 and 1.087, 2021-08-26 official text · verified 2026-10-27

2. Quorum. Dissolution, and the appointment and removal of liquidators and judging their accounts, are decided by the partners: dissolution by votes representing more than half of the capital; liquidator appointment by a majority of those present unless the articles require more.Lei nº 10.406 (Civil Code), art. 1.071 items VI and VII and art. 1.076 items II and III as worded by Lei nº 14.451 of 21 September 2022, Arts. 1.071 VI and VII; 1.076 II and III, 2022-09-21 official text · verified 2026-10-27

3. After dissolution the managers must immediately install the liquidator and limit themselves to urgent business; new operations are forbidden and managers who carry them out answer jointly and without limit. A liquidator not named in the articles is elected by the partners and may be an outsider; a liquidator who is not a manager takes office once the appointment is registered.Lei nº 10.406 (Civil Code), Arts. 1.036, 1.038 and 1.102 sole paragraph, 2002-01-10 official text · verified 2026-10-27

4. Liquidator's duties: register and publish the dissolution act; collect assets, books and documents; within 15 days of taking office draw up an inventory and balance sheet; finish the company's business, sell assets, pay liabilities and share the rest among the partners; call on partners to pay unpaid quotas if assets fall short; report to the partners every six months; file for bankruptcy where required; present final accounts and register the closing minutes. In every act the company name must carry the words "em liquidação".Lei nº 10.406 (Civil Code), Art. 1.103 items I to IX and sole paragraph, 2002-01-10 official text · verified 2026-10-27

5. Powers and payment order. The liquidator represents the company and may sell assets, settle, receive and give discharge, but without authorization in the articles or by majority may not encumber assets, borrow (except for urgent obligations) or continue the business. Respecting preferred creditors, debts are paid pro rata without distinguishing due and future debts (future ones at a discount); if assets exceed liabilities, the liquidator may pay due debts in full at the liquidator's own risk. Once creditors are paid, the partners may by majority authorize advance distributions.Lei nº 10.406 (Civil Code), Arts. 1.105, 1.106 and 1.107, 2002-01-10 official text · verified 2026-10-27

6. Closing. After paying liabilities and sharing the remainder, the liquidator calls the partners to approve the final accounts. Once approved, the liquidation ends and the company is extinguished when the minutes are registered; a dissenting partner has 30 days from publication of the registered minutes to sue. An unpaid creditor can then claim only from each partner up to what that partner received in the distribution, and sue the liquidator for damages.
Cost to do it: JUCESP 2026: R$273.55 (about US$51) for each set of minutes when dissolution and liquidation are separate acts (Portaria JUCESP nº 146/2025, item 2).Lei nº 10.406 (Civil Code), Arts. 1.108, 1.109 and 1.110, 2002-01-10 official text · verified 2026-10-27

7. One step distrato. When all partners agree, dissolution, liquidation and its closing can be done in a single instrument (the distrato social), by public deed or private instrument, signed by all partners or their attorneys. It must state the amount shared among the partners, who takes on any remaining assets and liabilities (including those that appear later) and who keeps the books. Filing a Ltda.'s distrato also extinguishes its branches. When the phases are done in separate instruments, the liquidator's appointment and the approval of the liquidator's accounts are filed in separate processes.
Cost to do it: The distrato social is exempt from the JUCESP fee in 2026 (Portaria JUCESP nº 146/2025, item 2.2); an extinction act using the DREI standard instrument is registered automatically (Lei nº 8.934 art. 42 § 4).Instrução Normativa DREI nº 81 of 10 June 2020, Annex IV (Ltda. manual), as amended by Instrução Normativa DREI nº 1 of 24 January 2024, Annex IV, chapter Distrato / Dissolução / Liquidação, items 1 to 2.3, 2024-01-24 official text · verified 2026-10-27

8. Final tax return. On extinction by the end of liquidation, the income tax base and the tax due are computed on the date of that event. The partners with management powers answer for the company's taxes if it stops operating without a liquidation, or without filing the return at the end of the liquidation.Lei nº 9.430 of 27 December 1996, art. 1 § 2; Decreto-Lei nº 1.598 of 26 December 1977, art. 5 item V and § 1 c, Lei nº 9.430 art. 1 § 2; DL 1.598 art. 5 V and § 1 c, 1996-12-27 official text · verified 2026-10-27

9. Loss of an operating license. If dissolution follows the extinction of an authorization to operate and the managers do not start liquidation within 30 days, the public prosecutor, once notified, starts a court liquidation; if the prosecutor does not act within 15 days, the licensing authority appoints an intervenor.Lei nº 10.406 (Civil Code), Art. 1.037 and sole paragraph, 2002-01-10 official text · verified 2026-10-27

Route	When it fits	Filings	JUCESP fee 2026
Distrato social (single instrument)	All partners agree and the company can be wound up at once	One instrument signed by all partners stating amounts shared, who takes remaining assets and liabilities and who keeps the books	Exempt
Phased liquidation	Assets to sell, creditors to pay, or partners not unanimous	Dissolution and liquidator appointment minutes; liquidator reports; final accounts and closing minutes, each a separate filing	R$273.55 per filing (about US$51); R$218.99 for ME or EPP

Two ways to close a Ltda. at the Junta Comercial (DREI IN 81 Annex IV; JUCESP 2026 fees).

Worked example

Small, clean subsidiary: a Ltda. with two foreign partners (parent and an affiliate), no employees and R$400,000 of cash after paying all suppliers and taxes. The partners sign a distrato social stating that R$400,000 (about US$74,982) is shared in proportion to their quotas, that the parent takes on any later liabilities and keeps the books. JUCESP charges nothing for the distrato and registers it automatically when the DREI standard instrument is used (Lei nº 8.934 art. 42 § 4). The company then files its special situation ECF and ECD and requests CNPJ closure (see Closing the CNPJ and final tax filings).
Operating subsidiary: dissolution minutes and liquidator appointment (R$273.55), inventory within 15 days, six monthly reports, asset sales and payments pro rata after preferred creditors, final accounts minutes (R$273.55). Registry fees total about R$547 (about US$103); the real costs are the liquidator, accountants and lawyers, and time.

Step by step

1. Decide the route: distrato social if all partners sign and the company can be closed at once; phased liquidation otherwise.
2. Approve dissolution (more than half of the capital, Civil Code art. 1.076 II) and appoint the liquidator; stop new business (art. 1.036).
3. Register the dissolution and the liquidator's appointment and publish them (art. 1.103 I); from now on use the name with "em liquidação".
4. Within 15 days, inventory and balance sheet (art. 1.103 III). Terminate employees and contracts, sell assets, collect receivables.
5. Pay creditors respecting preferences, pro rata (art. 1.106); only then advance distributions to partners (art. 1.107).
6. Compute and pay the final income tax on the extinction date (Lei nº 9.430 art. 1 § 2); file the special situation ECF and ECD (IN RFB nº 2.004 art. 3 § 2; IN RFB nº 2.003 art. 5 § 3).
7. Approve the final accounts and register the closing minutes or the distrato (Civil Code arts. 1.108 and 1.109); then request CNPJ closure through Redesim (IN RFB nº 2.119 art. 24).
8. Distribute: capital back at book value without tax at company level (Lei nº 9.249 art. 22); the excess over capital that represents 2026 profits bears 10 percent when paid abroad (Lei nº 9.249 art. 10 § 4).
Realistic timeline: a dormant company with no debts can close in weeks through a distrato; an operating company usually takes several months, longer if assets or litigation remain.

Common traps

New business after dissolution. Managers who start new operations after dissolution answer jointly and without limit (Civil Code art. 1.036).
Paying partners before creditors. Advance distributions are allowed only after creditors are paid (art. 1.107); otherwise each partner can be pursued up to what it received (art. 1.110).
Stopping without liquidating. Managing partners become liable for the company's taxes if it stops operating without a liquidation or without the final return (DL 1.598 art. 5 V).
A distrato needs every partner. It must be signed by all partners (DREI IN 81 Annex IV); one absent partner pushes the company into a phased liquidation.
Forgetting who keeps the books. The distrato must name the person responsible for keeping the books; tax and labor audits after closure will ask for them.

Sources

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