We draft, collect signatures and register the acts of corporate life, from a simple amendment to complete reorganisations. The same team that drafts the act answers the Commercial Registry’s requirements until registration.
What is included.
Deliverables organised by authority and by stage, always with a named owner at LegalBR.
Formation and amendments
- Articles of association
- Amendment and consolidation of the articles
- Bylaws and bylaw amendments
- Dissolution and winding up
Resolutions
- Annual and extraordinary general meeting minutes
- Board, executive and fiscal council meetings
- Quotaholder meetings and assemblies
- Calls for meetings and subscription forms
Reorganisations
- Mergers, amalgamations and spin-offs
- Conversion of company type
- Capital increases and reductions
- Merger protocols and justifications
Ownership changes
- Transfer of quotas
- Share transfers and share books
- Admission and withdrawal of shareholders
- Change of directors and officers
When it makes sense.
Situations where LegalBR usually steps in.
Annual calendar
AGM, approval of accounts and renewal of mandates on time.
Group reorganisation
Spin-offs, mergers and conversions coordinated across companies.
New investor
Capital increase, new shareholders and bilingual documents.
Registry requirement
Review of the act, response to the requirement and refiling.
How it works.
Scope, timeline and owner agreed before the first filing.
- 01
Review
We read the current articles or bylaws and prior filings.
- 02
Draft
Technical drafting of the act and supporting documents.
- 03
Signatures
Digital collection, including signatories abroad.
- 04
Registration
Filing, requirements and registered copy delivered.
Documents signed abroad may require an apostille in the country of origin. We assess each case before signatures are collected.
Frequently asked
questions.
What is the difference between articles of association and bylaws?
Articles of association (contrato social) govern limited liability companies (Ltda). Bylaws (estatuto social) govern corporations (S.A.), which also resolve through minutes of shareholders’, board and executive meetings.
Can shareholders abroad sign digitally?
In most cases, yes, with a digital certificate or an electronic signature accepted by the Commercial Registry. In some situations, such as foreigners acquiring a shelf company, documents need an apostille in the country of origin.
Do you prepare bilingual documents?
Yes. We prepare acts in Portuguese and English side by side, which makes approval easier for foreign shareholders and parent companies.
What if the Commercial Registry raises requirements?
The same team that drafted the act reviews the requirement, adjusts the documents and refiles until registration.
Request a
proposal.
Tell us what you need. You receive a scope, a timeline and fees per filing, with no obligation.
Need more than one front? Build the full scope.
We have received your request.
Our team will review it and reply with a proposal to the e-mail provided.
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