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Single-shareholder Ltda in Brazil: what foreign companies should know
Since 2019 a Brazilian limited company can have one shareholder. What that means for a foreign parent, and what you still need locally.
A foreign parent no longer needs a Brazilian partner to own a limited company in Brazil. Since the 2019 reform known as the Economic Freedom Act (Lei 13.874/2019), a Brazilian limited company can have a single quotaholder. It is called a Sociedade Limitada Unipessoal.
What this changes
Before, a Ltda needed at least two partners, so foreign groups often put a symbolic minority share in the hands of a local person or a sister company. A single-shareholder structure removes that workaround and keeps the subsidiary wholly owned.
What you still need in Brazil
- A resident administrator. The company needs at least one administrator resident in Brazil.
- A Brazilian attorney-in-fact. Foreign shareholders appoint one to sign and receive notifications on their behalf.
- A registered address accepted by the Junta Comercial and the tax authorities.
Capital
There is no general statutory minimum capital for a Ltda. The amount that makes sense depends on your activity, on your bank and on the licences you need, so it is sized case by case.
A bill to monitor
A proposal for a new Civil Code, under discussion in 2026, would limit the single-shareholder limited company to individuals, according to commentary published in January 2026. If it were approved in that form, it could affect foreign legal entities that plan to use this structure. It is a bill, not current law, but it is a reason to check the status before filing.
Questions to settle before filing
- What will the company sell: services, goods, software?
- Who signs locally, and who is the administrator?
- Which tax regime fits the expected margins? See our article on Lucro Presumido vs Lucro Real.
General information, not legal advice for your case.