Sociedade Anônima (Brazil)
The Sociedade Anônima (abbreviation: SA , SA or S / A ) is a stock corporation under Brazilian company law . The legal basis for this legal form is Article 1.088 f. of the Brazilian Civil Code and Law No. 6.404 / 1976 “Lei de Sociedade Anônima”. A distinction is made between an open and a closed society. A minimum capital is not required except for credit institutions and companies that are active in the import and export business.
The nominal capital is raised by issuing shares. In the case of an open company, the shares are subscribed either by public notarization or in the context of a public general meeting. Open joint-stock companies are kept in a separate register of the Comissão de Valores Mobiliários (CVM) supervisory authority . In addition, each SA must be entered in the Brazilian commercial register Junta Comercial .
The highest body of the company is the board of directors, which must consist of at least two people who do not necessarily have to be shareholders, but who must be resident in Brazil. In addition, the establishment of a control council is required. In addition, a board of directors is required for open companies. This must include at least three shareholders who, unlike the board of directors, do not necessarily have to be resident in Brazil.
literature
- Germany Trade & Invest (Ed.): Quite compact Brazil . Bonn February 2017, p. 9 f .
- Fábio Ulhoa Coelho: Manual de Direito Comercial. Direito de Empresa . 23rd edition. Saraiva, São Paulo 2011, ISBN 978-85-02-11269-8 ( Online, PDF - also 30th edition 2018). Therein: Chapter 15 Sociedades por Ações , p. 211 f. (Brazilian Portuguese).
Individual evidence
- ↑ Lei N ° 6.404, de 15 dezembro de 1976. Dispõe sobre as Sociedades por Ações. Presidência da República, accessed August 30, 2018 (Brazilian Portuguese).