Capitalizing a Brazilian Company

Capitalizing a company in Brazil isn’t all that complicated, but each entity type has its own peculiarities. And there are also some differences when comparing the process with capitalizing US entities.

A Brazilian company’s share capital is referred to as capital social. In short, it’s the money or property contributed to the entity by its shareholders.

Authorized share capital is similar to capital subscrito while paid-up share capital is similar to capital integralizado. It’s up to the shareholders if they want to pay the capital up front or whether they want to choose a future date by which it must be paid up.

Depending on the type of entity, there may be a required minimum capital amount. For example, an EIRELI can’t be formed without an upfront contribution equivalent to 100 minimum wages (approximately US$20,400).

With an S/A or Sociedade por Ações, the shareholders must deposit at least 10% of the authorized capital in an account with a specific financial institution. Otherwise, the registration with the Trade Board can’t happen.

Limitadas are relatively easy because they can be formed with any amount of capital. However, the share capital must be fully paid up to guarantee the limited liability protection offered by law. Otherwise all shareholders are jointly responsible for the unpaid portion of the authorized capital.

Certain regulated industries also have specific requirements for share capital amounts. But in general, the amount of capital of a Brazilian company isn’t all that relevant. What’s important is ensuring that all capital contributions from abroad get registered within 30 days with the Brazilian Central Bank.