The Legal Entity As Owner Of An Individual Limited Liability Company (Empresa Individual de Responsabilidade Limitada)

With the enactment of Law no. 12,441, of July 11, 2011, which inserted article 980-A into the Brazilian Civil Code (Law no. 10,406, of January 10, 2002), a new type of legal entity was introduced: the individual limited liability company (Empresa Individual de Responsabilidade Limitada, "EIRELI"), composed of only one individual, holder of the entire capital. The wording of said article, however, brought an interpretative controversy regarding the possibility of forming an EIRELI by legal entities.

In order to clarify this controversy, the Business Registration and Integration Department (Departamento de Registro Empresarial e Integração, "DREI") has originally published DREI Normative Ruling no. 10, dated December 5, 2013, which restricted EIRELIs' ownership to individuals only.

This understanding was recently modified by DREI through the publication of the new Manual of Registration of Individual Limited Liability Company - EIRELI, approved by DREI Normative Ruling no. 38, dated March 2, 2017, which expressly provides that either individuals or legal entities are equally capable of...