Officers

A Brazilian Limited Liability Company (“LLC”) is legally represented by its Officers. The Officers are entitled to represent the Company vis-à-vis third parties for all matters within the Company’s purposes, with due compliance with the limits established in the Bylaws. Internally, they are in charge of the management of the Company. There is no provision in the Brazilian Law regarding the creation of a Board of Directors (“BoD”) in LLCs. Recent resolutions from the Board of Commerce of the State of São Paulo, however, allows LLCs to install a BoD, in a way analogous to the BoD in a Corporation.

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Considering the Board of Commerce is a State agency, the conditions and permission for BoDs in LLCs may vary from State to State, depending on the resolutions of each Board of Commerce. Please see “Board of Directors” under “Corporation” for a more in-depth description of such structure, including how to change the its board members.

Division of Duties: A LLC might have more than one Officer. In any such case, the Bylaws may require their joint signature or not for the performance of all or certain acts. The Bylaws may also establish different levels of control and may determine which matters require the Partners' prior authorization, and may even establish different quorums depending on the matter. The Company may also be represented by an attorney-in-fact (in Portuguese: “Procurador”), by means of the granting of a Power-of-Attorney. Internally, each Officer may be assigned a specific area of responsibility (e.g. every day business, finances etc.). The assignment of a specific area of responsibility in the Bylaws, however, does not limit the liability of the Officers, meaning that each of the Officers appointed in the corporate documents is liable for the whole management of the Company, and shall comply with their fiduciary duties, regardless of their specific attribution in the Bylaws.

Composition: A LLC must be represented by at least one Officer (with no applicable maximum unless otherwise determined in the Bylaws). The Officers do not need to be Partners of the Company nor Brazilian citizens. In the event that the Partners appoint a foreign Officer, this person must hold a valid Brazilian permanent visa, issued by the Brazilian Labor Ministry with authorization to act as Officer of the Company.

Appointment/Dismissal Competence: Officers may be appointed in the Bylaws or by way of a resolution of the Partners at a Partners’ Meeting (“PM”).  In the event Officers are appointed in the Bylaws, their dismissal shall be made by means of an amendment to the Bylaws. Dismissal of Officers appointed at a PM may be validly implemented through a Partners’ resolution. Generally, no maximum or minimum term applies to the Officers unless otherwise stated in the Bylaws or in the Minutes of the PM that appointed the Officer.

Alternates: Only applicable if a BoD has been created. Election of alternates must follow same formalities as the election of BoD members.

Appointment (if in the Bylaws)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of PM.

Convening notice.

Yes, by the Officer (unless otherwise stated in the Bylaws).

At least 8 calendar days prior to the PM (in first call) and 5 calendar days (in second call) (unless the Bylaws requires a longer notice period).

Yes.

No.

Yes, if all Partners’ attend the PM.

Convening notice to be published in the Official Gazette of the State where the Company is located and in another newspaper of wide circulation (or sent to all Shareholders in the manner allowed by the Bylaws).
2

PM.

Minutes of the PM.

Yes, to be signed by all Partners’ and kept in the Book of Registry of Minutes of PMs. Copy of the Minutes to be signed by the Chairman and Secretary of the PM.

On the date stipulated in the convening notice (unless waived, cf. Step 1). 

Yes.

No.

Yes, if all Partners sign the Bylaws.
3

Appointment of Officer.

Bylaws.

Yes, by the appointed Officer and the totality of the Partners (if no PM was held) or by the Partners who attended the PM and approved the appointment.

On the date of the PM (unless waived, cf. Step 2).

Yes.

No.

No.

The appointed Officer signs the Bylaws in agreement with its Clearance Statement. The Clearance Statement, signed by the Officer, might be prepared as a separate document in which case the Officer does not sign the Bylaws.

The date of the appointment shall be the date on which the Officer starts working at the Company to avoid Labor liability.
4

Filing of appointment with the Board of Commerce (of the State where the Company is located).

(i) Application in written form;

(ii)  Convening notice (if any);

(iii) Copy of the Minutes of the PM (if any);

(iii) Bylaws;

(iv) Clearance Statement (if in a separate document);

(v) Copy of personal documents of the Officer.

Yes, application form to be signed by the Officer or the Partners (or an authorized representative).

Within 30 calendar days as from the date of the Bylaws. 

Yes.

No, although certain Boards of Commerce (depending on the State the Company is located) require certified signatures in the documents to be filed.

No.

Corporate documents to be filed must be in Portuguese language or translated by a sworn translator and registered in the Registry Office of Deeds and Documents.

Communication to additional agencies might be required depending on the licenses the Company carries on.
1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
0 days
4
Step 4
0-30 days

0-38 days**

*However, less than 8 days is possible if Step 1 is waived.

**Translations (if needed) may take additional time.
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Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of PM.

Convening notice.

Yes, by the Officer (unless otherwise stated in the Bylaws).

At least 8 calendar days prior to the PM (in first call) and 5 calendar days (in second call) (unless the Bylaws requires a longer notice period).

Yes.

No.

Yes, if all Partners’ attend the PM.

Convening notice to be published in the Official Gazette of the State where the Company is located and in another newspaper of wide circulation (or sent to all Shareholders in the manner allowed by the Bylaws).
2

PM.

Minutes of the PM.

Yes, to be signed by all Partners’ and kept in the Book of Registry of Minutes of PMs. Copy of the Minutes to be signed by the Chairman and Secretary of the PM.

On the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

Yes, if all Partners sign a written resolution.
3

Investiture of the Officer.

(i) Clearance Statement;

(ii) Term of Investiture.

Yes, by the appointed Officer.

On the date of the PM (unless waived, cf. Step 2).

Yes, the signed Term of Investiture must be kept in the Book of Registry of Minutes of the Management Meeting.

No.

No.

The date of the appointment shall be the date on which the Officer starts working at the Company to avoid Labor liability.
4

Filing of appointment with the Board of Commerce (of the State where the Company is located).

(i) Application in written form;

(ii)  Convening notice (if any);

(iii) Minutes of the PM;

(iii) Clearance Statement;

(iv) copy of personal documents of the Officer.

Yes, application form to be signed by the Officer or the Partners (or an authorized representative).

Within 20 calendar days as from the date of the PM.

Yes.

No, although certain Boards of Commerce (depending on the State the Company is located) require certified signatures in the documents to be filed.

No.

Corporate documents to be filed must be in Portuguese language or translated by a sworn translator and registered in the Registry Office of Deeds and Documents.

Communication to additional agencies might be required depending on the licenses the Company carries on.
1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
0 days
4
Step 4
0-20 days

0-28 days**

*However, less than 8 days is possible if Step 1 is waived.

**Translations (if needed) may take additional time.
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Dismissal (if in the Bylaws)
Download/print Checklist
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of PM.

Convening notice.

Yes, by the Officer (unless otherwise stated in the Bylaws).

At least 8 calendar days prior to the PM (in first call) and 5 calendar days (in second call) (unless the Bylaws requires a longer notice period).

Yes.

No.

Yes, if all Partners attend the PM.

Convening notice to be published in the Official Gazette of the State where the Company is located and in another newspaper of wide circulation (or sent to all Shareholders in the manner allowed by the Bylaws).
2

PM.

Minutes of the PM.

Yes, to be signed by all Partners who attended the meeting and kept in the Book of Registry of Minutes of PMs. Copy of the Minutes to be signed by the Chairman and Secretary of the PM.

On the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

Yes, if all Partners sign the Bylaws.
3

Dismissal of Officer.

Bylaws.

Yes, by the totality of the Partners (if no PM was held) or by the Partners who attended the PM and approved the dismissal of the Officer.

On the date of the PM (unless waived, cf. Step 2). 

Yes.

No.

No.

The date of the dismissal shall be the date on which the Officer stops working at the Company to avoid Labor liability.

In the event the Officer resigns from his position, he might present a Resignation Letter (optional) to the Company.
4

Filing of dismissal with the Board of Commerce (of the State where the Company is located).

(i) Application in written form;

(ii)  Convening notice (if any);

(iii) Copy of the Minutes of the PM (if any);

(iii) Bylaws;

(iv) Resignation Letter (if any).

Yes, application form to be signed by the Officer or the Partners (or an authorized representative).

Within 30 calendar days as from the date of the Bylaws.

Yes.

No, although certain Boards of Commerce (depending on the State the Company is located) require certified signatures in the documents to be filed.

No.

Corporate documents to be filed must be in Portuguese language or translated by a sworn translator and registered in the Registry Office of Deeds and Documents.

Communication to additional agencies might be required depending on the licenses the Company carries on.
1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
0 days
4
Step 4
0-30 days

0-38 days**

*However, less than 8 days is possible if Step 1 is waived.

**Translations (if needed) may take additional time.
Download/print Checklist
Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of PM.

Convening notice.

Yes, by the Officer (unless otherwise stated in the Bylaws).

At least 8 calendar days prior to the PM (in first call) and 5 calendar days (in second call) (unless the Bylaws requires a longer notice period).

Yes.

No.

Yes, if all Partners’ attend the PM.

Convening notice to be published in the Official Gazette of the State where the Company is located and in another newspaper of wide circulation (or sent to all Shareholders in the manner allowed by the Bylaws).
2

PM.

Minutes of the PM.

Yes, to be signed by all Partners’ and kept in the Book of Registry of Minutes of PMs. Copy of the Minutes to be signed by the Chairman and Secretary of the PM.

On the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

Yes, if all Partners sign a written resolution.

The date of the dismissal shall be the date on which the Officer stops working at the Company to avoid Labor liability. 

In the event the Officer resigns from his position, he might present a Resignation Letter (optional) to the Company.
3

Filing of dismissal with the Board of Commerce (of the State where the Company is located).

(i) Application in written form;

(ii)  Convening notice (if any);

(iii) Minutes of the PM;

(iv) Resignation Letter (if any).

Yes, application form to be signed by the Officer or the Partners (or an authorized representative).

Within 20 calendar days as from the date of the Meeting.

Yes.

No, although certain Boards of Commerce (depending on the State the Company is located) require certified signatures in the documents to be filed.

No.

Corporate documents to be filed must be in Portuguese language or translated by a sworn translator and registered in the Registry Office of Deeds and Documents.

Communication to additional agencies might be required depending on the licenses the Company carries on.
1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
0-20 days

0-28 days**

*However, less than 8 days is possible if Step 1 is waived.

**Translations (if needed) may take additional time.
Download/print Checklist