On August 3, 2018, the Brazilian Department of Business Registration and Integration – DREI published Normative Ruling No. 47 (“IN 47/18”), which modifies the Registration Manual of the EIRELI (“Manual”).
The great innovation brought by IN 47/18 is the possibility of a legal entity to be the Holder of more than one EIRELI. The EIRELI was introduced by Law No. 12,441/11, inserting Article 980-A in the Brazilian Civil Code.
The restriction laid down in Paragraph 2 of Article 980-A was not altered, but its interpretation clarified. Such paragraph states that the natural person who incorporates an EIRELI may only be the Holder of a single company of this corporate kind. This restriction had been extended to legal entities, which, according to the new wording of the Manual, shall from now on be allowed to hold more than one EIRELI. This way, IN 47/18 maintained in the mandatory provisions of an EIRELI’s act of incorporation the mandatory holder’s declaration of not holding another company of the same corporate kind, only for natural persons.
This innovation is very important and allows the corporate structure of group companies under common control to be simplified, allowing mother companies or holding companies to hold several EIRELIs, minimizing the bureaucracy and costs involved in keeping limited liability companies.
IN 47/18 also modified the Manual clarifying the interpretation of the capacity to be holder of an EIRELI, related to foreign legal entities and natural persons of age, of the emancipated minor and of the uncapable persons.
Lastly, IN 47/18 establishes that the EIRELI’s corporate capital may be increased at any time, provided it is already fully paid up and this condition is informed in corporate documents.
We remain at your disposal for assisting in any corporate restructuring of Brazilian companies aiming to simplify their structure.
Corporate Team (email@example.com)