DREI authorizes legal entities to own more than 1 EIRELI

DREI authorizes legal entities to own more than 1 EIRELI

On August 3 of 2018, the Department of Commercial Registration and Integration (Departamento de Registro Empresarial e Integração) (“DREI”) has published the Normative Instruction nº 47/2018 (“IN 47/2018“), amending the Manual of Registration of Individual Limited Liability Company (Manual de Registro de Empresa Individual de Responsabilidade Limitada) (“Manual”) to, among other changes, acknowledge the possibility of having the same legal entity holding more than one Individual Limited Liability Company (Empresa Individual de Responsabilidade Limitada) (“EIRELI”).

The change promoted by IN 47/2018 aims to adapt the Manual to the provisions of Art. 980-A, paragraph 2, of the Brazilian Civil Code, according to which the limitation of ownership of EIRELIs to 1 (one) single entity only applies to natural persons.

Despite the flexibilization of such rule by DREI, the other provisions set forth by the Brazilian Civil Code regarding EIRELIS shall still be complied with, such as: (i) the obligation to pay up the capital, which shall correspond, at least, to 100 (one hundred) times the national minimum wage; and (ii) the subsidiary application of the rules governing the limited liabilities companies (sociedades limitadas).

DREI’s current position is expected to promote the increase of the amount of EIRELIs owned by legal entities, collaborating for the use of such vehicle as an alternative to other corporate types, among other reasons, by waiving the requirement of existence of plurality of quotaholders in limited liability companies.

Nevertheless, it is important to verify how the Commercial Registries, the Brazilian Central Bank, the Federal Revenue and the other public bodies will construe and enforce the new rule.

For further information about the contents of this newsletter, please contact:

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Tomás Neiva
tomas.neiva@nbfa.com.br
(11) 3707-8370

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Marcela Figueiró
marcela.figueiro@nbfa.com.br
(11) 3707-8370

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Brunno Morette
brunno.morette@nbfa.com.br
(11) 3707-8370

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This memorandum has been prepared solely for the clients of this firm and aims at informing major changes and news of interest in the legal field. In the event of doubts, the lawyers will be at your complete disposal for further clarification..

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The information included in this Newsletter is intended to provide the clients of our firm with general updates and does not constitute a legal opinion or professional advice in relation to any specific matter, present or future that our firm is or might be currently involved with. The English version of this Newsletter is a free translation from Portuguese.

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