Country
Closing a company in Brazil: routes, rules and your records
The state commercial board is where you file to close a company in Brazil. The two routes are General-meeting dissolution and Court dissolution. The National Data Protection Authority is the data-protection authority for the records. the general meeting resolves to dissolve the corporation, or the term in the bylaws ends.
The state commercial board files an extinction. These two routes are the Corporations Law routes for a corporation. A limited-liability company uses a different contract.
| Fact | Detail |
|---|---|
| Registry | The state commercial board. Ministry of Development, Industry, Trade and Services |
| Regulator | The National Data Protection Authority. Presidency of the Republic |
| Employee notice | Article 477-A of the Consolidation of Labor Laws. Presidency of the Republic |
| Records to keep | Article 4 of the decree on commercial bookkeeping. Presidency of the Republic |
| Data-protection law | The General Data Protection Law. Presidency of the Republic |
How to close a company in Brazil
General-meeting dissolution is used when the general meeting resolves to dissolve the corporation, or the term in the bylaws ends. If the bylaws are silent, that meeting sets how the liquidation will run and names the liquidator. The dissolved corporation keeps its legal personality until it is extinguished, and only for the liquidation. Court dissolution is used when a court dissolves the corporation, including where bankruptcy is declared. Shareholders holding 5 percent or more of the capital may also ask the court to dissolve it if they prove it cannot fulfill its purpose. A dissolved corporation keeps its legal personality until extinction, for the liquidation.
Dissolution and liquidation routes
| Route | When it is used | Source |
|---|---|---|
| General-meeting dissolution | the general meeting resolves to dissolve the corporation, or the term in the bylaws ends. If the bylaws are silent, that meeting sets how the liquidation will run and names the liquidator. The dissolved corporation keeps its legal personality until it is extinguished, and only for the liquidation. | Presidency of the Republic |
| Court dissolution | a court dissolves the corporation, including where bankruptcy is declared. Shareholders holding 5 percent or more of the capital may also ask the court to dissolve it if they prove it cannot fulfill its purpose. A dissolved corporation keeps its legal personality until extinction, for the liquidation. | Presidency of the Republic |
The registry
The state commercial board. Federal Instruction 81 says each state commercial board follows that instruction and its registration manuals when it files the constitution, amendment, or extinction of a business company. A company in liquidation adds the words in liquidation to its name after the note is made in the business register. Documents filed for an extinction are signed as the law requires, and the other pages are initialed. Filing the extinction does not depend on prior approval by a professional supervisory body.
Employees: consultation and notice
Article 477-A of the Consolidation of Labor Laws. On the end of the employment contract, the employer notes the work and social-security booklet, tells the competent bodies, and pays the termination sums in the time and manner that article 477 sets. Individual, plural, and collective dismissals without cause are equivalent for every purpose. They do not need prior authorization from a union, or a collective agreement, in order to take effect. A voluntary or incentivized dismissal plan in a collective agreement produces a full and irrevocable release of employment rights, unless the parties stipulate otherwise. The 2017 amendment put this rule in the Consolidation of Labor Laws.
For staff who worked in a US state, read final paycheck and WARN rules by state.
Data protection when the company closes
The General Data Protection Law. Personal data are information related to an identified or identifiable natural person. Anonymized data relate to a holder who cannot be identified, considering reasonable technical means available at the time of the processing. Anonymization is the use of those means so that a datum loses the possibility of direct or indirect association with an individual.
The National Data Protection Authority. The law creates it as a special autarchy linked to the Ministry of Justice and Public Security, with functional, technical, decision-making, administrative, and financial autonomy, its own assets, and its seat in the Federal District. Its board has five directors, including the director-president.
Anonymized data are not personal data under this law, unless the process is reversed using only the person's own means, or can be reversed with reasonable efforts. What is reasonable looks at objective factors, including the cost and time needed to reverse the process with the technology available, and the exclusive use of the person's own means.
Records to keep
Article 4 of the decree on commercial bookkeeping. A merchant keeps in order, until any related actions are prescribed, the bookkeeping, the correspondence, and the other papers of the activity, or that relate to acts or operations that change or may change the patrimonial position. The bookkeeping is complete, in the national language and currency, in chronological order of day, month, and year, with no blank intervals. A daily journal with consecutively numbered pages records the acts that change or may change the patrimonial position, and the commercial register authenticates it.
What this means for a data license
You give the data partner the right to use your records, with personal details removed, for AI research. Personal details are removed before anything leaves your company. Customer and staff details are never shared. You approve each system before anything is shared. To train and test AI that helps people do their jobs. Never for marketing, and never sold as contact lists. You keep ownership of your data, and full use of it in your business. You agree not to license the same records to anyone else. You sign an NDA and the licensing agreement, directly with the data partner, not with Vetrix. The partner is a US-based AI data company. We tell you the data partner's name before you sign. Read what is shared and what is removed, and read the license terms, before you decide.
You need at least 30 staff at peak, or 25 if most of your staff are in the US, and at least 2 years of records.
General information only. This is not legal, tax or financial advice.
The registries already read are listed in how to close a company in another country.
The order of work before the filing is how to wind down a company.
A different registry is how to close a company in Germany.
If liquidation is the comparison, read Ireland company liquidation.
Related
- Closing a company by country
Dissolution or liquidation route, registry, employee notice, and data-protection authority by country.
- Winding down
Order of operations to wind down a company, from approval through taxes and dissolution.
- Canada
Corporations Canada is the registry. One route is Dissolution after liquidation.
- France
The national business register is the registry. One route is Voluntary dissolution.
- Germany
The commercial register is the registry. One route is Shareholder resolution.
- What's shared
Which records can be licensed, which details never leave, and what you approve.
- Systems
What common business tools do to company data after you cancel, including each vendor deletion window.
Questions about closing a company in Brazil
How do you close a company in Brazil?
You close a company in Brazil through General-meeting dissolution or Court dissolution. General-meeting dissolution is used when the general meeting resolves to dissolve the corporation, or the term in the bylaws ends. Court dissolution is used when a court dissolves the corporation, including where bankruptcy is declared. The state commercial board is the office that takes the filing.
Where is the extinction of a Brazilian company filed?
Federal Instruction 81 says each state commercial board follows that instruction and its registration manuals when it files the constitution, amendment, or extinction of a business company. A company in liquidation adds the words in liquidation to its name after the note is made in the business register. The documents are signed as the law requires, and the other pages are initialed. The two dissolution routes on this record are the Corporations Law routes for a corporation.
Does Brazilian labor law require a union to authorize a collective dismissal?
Article 477-A says individual, plural, and collective dismissals without cause are equivalent for every purpose. They do not need prior authorization from a union, or a collective agreement, in order to take effect. On the end of the contract, the employer notes the work and social-security booklet, tells the competent bodies, and pays the termination sums in the time and manner article 477 sets. A voluntary dismissal plan in a collective agreement can release employment rights, unless the parties say otherwise.
When are anonymized data still personal data under Brazil's privacy law?
The General Data Protection Law says anonymized data are not personal data, unless the process is reversed using only the person's own means, or can be reversed with reasonable efforts. Reasonableness looks at the cost and time needed to reverse the process with the technology available. Anonymized data relate to a holder who cannot be identified by reasonable technical means available at the time. The National Data Protection Authority is the autarchy the law creates for this.
Sources
- Presidency of the Republic. Corporations Law, Law 6,404, article 206.
- Ministry of Development, Industry, Trade and Services. DREI Normative Instruction 81, articles 9 and 20.
- Presidency of the Republic. General Data Protection Law, Law 13,709, article 5.
- Presidency of the Republic. Law 13,467 of 2017, articles 477, 477-A, and 477-B.
- Presidency of the Republic. Decree-Law 486 of 1969, articles 2 and 4.