Brazilian Structure

Limited Liability Companies

Pursuant to the Brazilian Civil Code, a Limited Liability Company (in Portuguese: “Sociedade Limitada”) must have the following organizational structure:

  1. One or more Officers (in Portuguese: “Administrador”).


Pursuant to the Brazilian Civil Code and the Brazilian Corporations Law, a Corporation (in Portuguese: “Sociedade Anônima”) may have one of the following organizational structures:

  1. Board of Officers (in Portuguese: “Diretores”) and a Board of Directors (in Portuguese: “Conselho de Administração”).
  2. Board of Officers only.

These are the two most common corporate structures used for business operations in Brazil. Depending on certain business circumstances, other corporate structures may prove to be more attractive to some investors.

Please see, respectively, “Officers”, “Board of Officers” and “Board of Directors” in the left side menu for a more in-depth description of each structure, including how to change the respective board members.