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Provisional Measure of Economic Liberty allows Unipersonal Limited Liability Company to be established

September / 2019

On 30th April 2019 it was published the Provisional Measure nº881, well known as PM of Economic Liberty (“PM”). According to the Ministry of Economics of Brazil, the PM was created to solve some issues related to the excess of bureaucracy, which reflects, in a critical way, in Brazil’s Cost. With the purpose of improving some dynamics already inherent in the Brazilian economics, specifically on the corporate domain, it opened the possibility to establish the Unipersonal Limited Liability Company.

With the modification of Article 1.052 of the Civil Code, now its possible to form a Limited Liability Company by only one person, as described below:

“Art. 1.052. On Limited Liability Company, the responsibility of each partner is restricted to the value of its quotes, besides, all of them are jointly and severally liable for the pay up of Quota Capital.

Sole Paragraph. The Limited Liability Company can be formed by one or more partners, hypothesis that will be applied on the document of constitution of the single quota holder, on its variations, which is disposed on the Articles of Association.”

The Unipersonal Limited Liability Company is an alternative to those which intend to develop their business activity in an individual way and the same time, can’t be on other corporate structures. It’s important to say that before the PM, the only way of having the limitation of the titular’s responsibility was the Limited Liability Individual Company (“EIRELI”).

EIRELI is different of the Unipersonal Limited Liability Company in two mainly aspects, concerning to the Quota Capital.

LIMITED LIABILITY COMPANYLIMITED LIABILITY INDIVIDUAL COMPANY
The Quota Capital can be payed up in a fortunate moment.The quota capital has to be totally payed up at the constitution of the Company.
The quota capital does not have a minimal value.The quota capital needs to be at least 100 (a hundred) times the minimal wage.

According to Article 1.033, of Civil Code, a Limited Liability Company could have its corporate structure reduced to one quota holder for a maximum period of 180 (one hundred and eighty) days. If the plurality of partners is not recomposed in that period, the company has to be dissolved, liquidated and terminated, a process that sometimes is complex to deal with, because of the necessity to keep with the company activities. In addition, in the attempt of maintain with legal requirements, new partners entrance in the Company, turned out to be purely figurative.

In order to regulate the personal limited liability companies registration,  DREI, on the Normative Instruction 63 of 11th July of 2019, amend the  Registration of Limited Liability Company Manual and included orientations and proceedings concerning to deliberations, quota holder meetings, constitution and the winding up of limited liability companies and unipersonal limited companies, which must be followed by the entrepreneurs when registering the corporate acts on the Trade of Board.

The Unipersonal Limited Liability Company brought a new opportunity to business maintenance, in a legal and organized way, meaning a relevant advance to improve national economy.

vlma|a is at the disposal of its clients for more information on the subject.