A LTDA is formed by filing its Articles of Association with the Board of Commerce of the State where the company’s headquarters will be based. After the Articles of Association are filed, the LTDA will be considered as operational. There is no need to publish the Articles of Association.

An SA is formed by filing, with the Board of Commerce of the State where the company will have its headquarters, the Minutes of Shareholders Meeting approving the formation of the SA and its by-laws. After registration, the Minutes must be published in the Official State Gazette and another newspaper in the city where the company’s headquarters are located.

The constitutional documents of Brazilian entities must contain the following information:

Partners/Shareholders. Name and identification of the partners/shareholders. Each foreign partner/shareholder must obtain a taxpayer registration number in Brazil for controlling purposes;
Name of the company. Although the current commercial regulations (DREI’s Normative Instruction No. 81, issued on 10 June 2020) no longer require that the company’s main activity be included in its name, in practice the application of this requirement is subject to the interpretation of the respective Boards of Commerce in each State;
Purposes of the company. The business activities of the company must be specifically stated in a separate clause of the articles of association/by-laws and, as these will determine the tax registrations of the company, it is recommendable to describe the activities in a manner consistent with the CNAE 2009 industry classifications;
Full address. The full address of the head office company and branches (if any) must be provided;
Term of Duration. May be either determinate or indeterminate;
Capital Stock. The amount of the share capital in Brazilian currency must be stated with additional details, in the case of an SA, on the number and types of shares and their respective nominal value (if available), and, in the case of a LTDA, the holding of each partner in the corporate capital;
Quotas/Shares. Number of quotas (LTDA) or shares (S.A.) to be held by each partner/shareholder and how these quotas/shares will be paid in. Usually, the quotas or shares have the par value of BRL 1.00. In the case of an SA, it is possible to stipulate that the shares have no par value. The shares of an SA may be either ordinary or preferred shares, and the differentiated rights may be related to priority in the dividends, capital redemption or both. Preferred shares may or may not have voting rights, provided that the number of non-voting shares is limited to 50% of the total shares issued by the SA. Pursuant to DREI’s Normative Ruling No. 81, a LTDA may also issue preferred quotas, even with no voting rights, although this is a subject of ongoing academic debate and still surrounded by controversy;
Management. Appointment of the individuals who will act as (i) managers of the LTDA; or (ii) officers of the S.A.; and if applicable (iii) members of the board of directors (at least three). Since 2021 for SAs and 2022 for LTDAs, individuals residing abroad may be appointed as officers/directors and members of boards of Brazilian companies. The foreign Officers/Directors must be represented by a Brazilian resident for purposes of accepting service of process and the relevant power of attorney must be valid for at least 3 years following the date on which the Officer/Director ceases to be an Officer/Director of the SA or LTDA; and
Dividends. Provisions on allocation of dividends and losses among the partners/shareholders.

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