Do you know what are the fundamental requirements for the constitution of an S.A.?

In the last articles of the Blog, we discussed the different types of companies provided for in the Law, the main differences and the pros and cons between limited companies and joint-stock companies, as well as the requirements for setting up a business company. In this post, we will discuss the main requirements for the constitution of another commonly used corporate type:

The privately held joint-stock company

Unlike the limited company, which is provided for in the Brazilian Civil Code, a joint-stock company is provided for in Law 6,404/76, and the basic requirements for the constitution are established in article 80 of that Law, namely:

• subscription, by at least 2 (two) people, of all the shares into which the share capital fixed in the statute is divided;
• realisation, as a down payment, of at least 10% (ten percent) of the issue price of shares subscribed in cash;
• deposit, at Banco do Brasil S/A., or at another banking establishment authorized by the Securities and Exchange Commission, of the part of the capital carried out in cash.

Criteria for the composition and effectiveness of bodies related to the management of the company

Also, without prejudice to the legal formalities for the effective constitution that require viability with the Commercial Registry, obtaining a CNPJ, as well as authorizations, licenses and permits, when setting up a limited company, the criteria for the composition and effectiveness of the bodies related to the management of the company must also be observed:

• General Assembly
• Board of directors, if applicable
• Board of Directors
• Fiscal Council, if applicable

Other important requirements

Finally, and not least important than the above requirements, for the establishment of a privately-held company, on a regular basis, legal publications must be observed, as well as mandatory Corporate Books, in particular, but not limited to the Register of Registered Shares, Book of Transfer of Registered Shares, Book of Minutes of General Meetings, Book of Attendance of Shareholders, Book of Minutes of Board of Directors Meetings, Book of Minutes of Board Meetings and Book of Minutes and Opinions of Fiscal Council.

Contact Unionpar

UnionPar has a team specialized in advising on the incorporation of companies and the opening and regulation of Corporate Books.Learn about the services by clicking here.