When all the partners are not individually specified, the business name must contain the name of at least one partner followed by the term "e companhia" in full or in its abbreviated form, or by any other term indicating the existence of other partners.
The company must have at least two partners. No nationality requirements exist.
No partner may perform any business activity, on their own account or on account of a third party, that competes with the company´s business nor be a partner with unlimited liability in another company, unless all the other partners expressly consent.
Liability of shareholders
Liability is unlimited. Subsidiary liability for the company´s obligations and jointly and severally liable with other partners.
Partners are not liable for obligations assumed by the company on a date subsequent to the date they exited the partnership, but shall be liable for obligations assumed prior to the date they joined the partnership.
Partners providing capital contributions in services are not liable, within the company, for losses except as otherwise stated in the company´s memorandum of association.
Capital and equity interests
No securities representing equity interests can be issued. Member's capital contributions can be in services, cash or other assets.
The value of a partner´s capital contributions in services is not included in the capital.
The main corporate body of the company, comprising all of the company’s members, which is governed by the rules of limited companies, except to the extent the law or articles of associations provide otherwise.
The following matters compulsorily require resolution of the partners, besides those others established in legislation or in the articles of association:
- Discussion and approval of the management report and financial statements;
- Appropriation of the earnings for the financial year;
- Resolutions on instituting, transacting or discontinuing the company´s legal proceedings against partners or managers;
- The appointment of business managers;
- Consent to a partner to undertake a business activity competing with that of the company.
The managers are responsible for representing and managing the company, within the boundaries of its object.
All partners are managers, unless otherwise established in the articles of association.
Partners can appoint non-partners to the post, by unanimous decision.
Unless otherwise established, in the case of more than one manager, all managers have identical and independent powers to manage and represent the company, but any manager may oppose the action that another intends to take, in which case the majority of managers are responsible for deciding on the merit of said opposition.