Answer seven questions and see which Brazilian company type fits your shareholders, financing and routine, with the reasons, the legal rules behind each point and what changes day to day.
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Ltda vs S.A. in seven points
| Ltda | S.A. | |
|---|---|---|
| Minimum shareholders | One (SLU) | Two, or one for a wholly owned subsidiary of a Brazilian company |
| Shareholder changes | Amendment registered at the Junta Comercial | Transfer in the share book, no Junta filing |
| Fundraising | Commercial notes and debt | Also debentures and a listing |
| Annual meeting | Approval of accounts within 4 months of year end | Annual meeting within 4 months, with publications |
| Legal publications | As a rule, none | Required; electronic and free if revenue up to R$ 78 million |
| JUCESP fee per filing in 2026 | R$ 273.55 (small companies: R$ 218.99) | R$ 583.98 |
| Corporate books | Minutes book, when meetings are held | Share register and transfer books, minutes of meetings and bodies |
JUCESP fees under Portaria Jucesp 146/2025, in force since 1 January 2026. Other Juntas have their own tables.
Can a foreign company be the sole shareholder of a Brazilian S.A.?
No. An S.A. needs at least two shareholders (Law 6,404/1976, art. 80). The only exception is the wholly owned subsidiary, whose sole shareholder must be a Brazilian company (art. 251). A foreign company can, however, be the sole partner of an Ltda.
Can an Ltda raise debt?
It can borrow and, since Law 14,195/2021, issue commercial notes (notas comerciais). Debentures and a listing remain exclusive to the S.A.
Can I convert an Ltda into an S.A. later?
Yes. The partners resolve on the conversion and approve bylaws, and the act is registered at the Junta Comercial. The CNPJ stays the same.
Information tool reviewed by Luiz Eduardo da Silva, director of LegalBR, on 28 October 2026. It does not replace advice on your specific case and is not legal or tax advice.
Picked the type? We set it up.
LegalBR drafts the constitutive act, files it at the Junta Comercial and handles the CNPJ and registrations. Once the documents arrive, the company is typically ready in 15 to 30 days, unless a specific licence is required.