EIRELI - Individual Limited Liability Company

Find out about the Empresa Individual de Responsabilidade Limitada business structure for sole proprietors with limited liability in Brazil...

Law No. 12441 dd. July 11 2011 (in force since January 2, 2012) amended the Civil Code, creating the Empresa Individual de Responsabilidade Limitada (EIRELI, Individual Limited Liability Company), which created a new possibility for entrepreneurs to incorporate a legal entity without the involvement of a second partner/shareholder.

The EIRELI is not to be confused with the individual entrepreneur (Emprendedor Individual), which is not a legal entity. The EIRELI is a legal entity distinct from the person (or entity) of its holder.

Foreign Investors

Before the creation of the EIRELI, foreign investors who did not have a Brazilian business partner usually appointed their lawyer or accountant as their second shareholder and director of the new venture. With the EIRELI company model, a foreign investor can act as the sole shareholder of his company, with the power to appoint or dismiss a director until he obtains his permanent residence, and can take up the role of director or administrator himself.

Characteristics of the EIRELI

  • The EIRELI has only one shareholder, who owns the entire share capital
  • The shareholder can only be held liable up to the limit of his capital in the company
  • It is mandatory to use the expression EIRELI at the end of the firm or corporate name
  • An individual person can only be shareholder of one EIRELI at any given time
  • The capital must be at least 100 times the minimum wage, and be paid in full at the time of incorporation of the company. For foreign investors, the minimum investment is 150,000 R$
  • The rules for limited partnerships also apply to the EIRELI
  • A EIRELI can opt for the Simples Nacional tax regime (Complementary Law No. 123/2006)
Information prepared by Aristides Bichara, business consultant and founding partner of Dunker Consult Rua Primeiro de Março 21 (3rd floor), Centro, Rio de Janeiro (RJ), Brazil Telephone: (21) 3553 3333 ¦ email