Contrato Social Sociedade Limitada Unipessoal Junta Comercial Template for Brasil

When you decide to establish a single-member limited liability company in Brasil, you need a Contrato Social Sociedade Limitada Unipessoal registered with the Junta Comercial. This legal document serves as the foundational charter for your company, establishing its legal existence and defining its operational framework under Brazilian corporate law.

When do you need this document?

You require this contract when starting a business as the sole owner while seeking limited liability protection. This structure is ideal for entrepreneurs who want to separate their personal assets from business liabilities without needing additional partners. You'll need this document if you're converting from an existing EIRELI structure, establishing a new business venture, or restructuring an existing partnership into a single-member entity. The document is also necessary when foreign investors want to establish a Brazilian subsidiary with simplified governance structures.

Key legal considerations

Your contract must include complete qualification details of the sole member, including full name, nationality, marital status, profession, RG, CPF, and complete address. The company name must include "LTDA" designation to indicate limited liability status. You need to specify the registered office address and legal jurisdiction where disputes will be resolved. The corporate purpose section requires detailed description of all business activities the company may engage in, as this defines the scope of permitted operations. Capital contribution provisions must specify the total capital amount and integration method, whether in cash, assets, or services. Administration clauses should define management structure, powers, and limitations of the sole administrator.

Legal requirements in Brasil

Under Lei nº 13.874/2019 and the Código Civil, your society must have minimum capital sufficient for the business nature, with no specific minimum amount required by law. The contract must comply with Instrução Normativa DREI nº 81/2020 formatting and content requirements for Commercial Registry filing. You must register with the appropriate state Junta Comercial within your business location jurisdiction. The document requires authentication through public notary or digital certification when filed electronically. Your company name must be unique within the state registry and cannot conflict with existing trademarks or company names. You'll need to specify whether the company qualifies for Simples Nacional tax regime under Lei Complementar nº 123/2006, which affects taxation and compliance obligations. The contract becomes effective only after approval and registration by the Junta Comercial, which issues the NIRE (Company Registration Number) confirming legal entity status.