The individually-owned limited-liability company (“EIRELI”) is constituted by a single individual or entity, which holds its entire corporate capital (which must be of at least 100 minimum-wages, fully paid-up), pursuant to art. 980-A of the Brazilian Civil Code, according to innovations carried out in 2011. However, said article did not qualify the “entity” which may be the holder of an EIRELI, and for a certain period there have been doubts on whether EIRELIs may be owned by legal entities, or only by individuals.

The Annex V of the Normative Ruling No. 38 of the Office for Corporate Registration and Integration (“DREI”) of 2017 (“IN 38”), established guidelines for the registration of corporate acts concerning EIRELIs before the Brazilian Boards of Trade, and has expressly provided for the possibility of incorporation of EIRELIs by a legal entity, national or foreign. The same text originally limited the incorporation of EIRELIs by legal entities to only one per owner, exceeding the prohibition set forth in paragraph 2 of art. 980-A  – applying to legal entities a restrictive rule of the Brazilian Civil Code, which is expressly applicable to individuals.

In August 3^rd, 2018, the Normative Ruling No. 47 (“IN 47”) of the DREI (link) was issued: it modified the IN 38, in order to expressly acknowledge the possibility of incorporation of more than one EIRELI per legal entity, revoking the previous illegal rule.

The IN 47 maintained the restriction to one EIRELI per individual – as set forth in the Brazilian Civil Code – requiring a statement in the incorporation act that the person incorporating it does not hold any other EIRELI, but at last, expressly provided for the possibility of legal entities to hold more than one EIRELI, repealing that abusive prohibition.