Brazil creates new LLC vehicle
12 July 2012, Brazil gazetted Law 12,441/2011, which amends Law 10,406/2002 to provide for a new limited liability sole proprietorship company that expressly allows entrepreneurs, athletes, artists and broadcasters to exploit copyrights or image rights, name, brand or voice connected to their professional activities. The new provisions will enter into force after 180 days.
An EIRELI (empresa individual de responsabilidade limitada) is a limited liability company that permits one individual — not a legal entity — to own 100% of the company’s capital stock and carry out business activities without personally liability for the company’s debts. The minimum capital stock is BRL 54,500 (about $34,600). Previously, LLCs legally required at least two shareholders.
As individuals, income from professional activities is subject to Brazilian income tax at rates of up to 27.5% and social security taxes of up to 11%. By transferring personal rights to an EIRELI, the maximum tax burden under the presumed tax calculation regime will not exceed 15% of gross income.