LTDA: Brazil's Limited Liability Company Legal Structure
An LTDA limits a Brazilian company's liability to its capital; learn the Civil Code requirements and how it differs from an SLU or Empresario Individual.
An LTDA (Sociedade Limitada) is Brazil’s most common legal structure for companies with two or more partners: liability is limited to each partner’s share of the capital they committed in the articles of association, not their personal assets.
What the Civil Code requires
The LTDA is governed by articles 1,052 to 1,087 of the Brazilian Civil Code. It needs articles of association (contrato social) signed by all partners, filed with the Junta Comercial through REDESIM, naming at least one manager (administrador) authorized to represent the company. There is no minimum capital requirement for most activities, and capital does not need to be deposited before registration; partners simply declare it in the contract.
LTDA versus a one-person structure
A company with a single owner cannot register as a standard LTDA, since the structure by definition requires at least two partners. A solo founder who still wants limited liability instead registers as an SLU (Sociedade Limitada Unipessoal), which follows the same liability rules as an LTDA but needs only one partner and one contrato social.
Where LTDA sits among Brazil’s company types
MEI and Empresario Individual both expose personal assets to business debts; LTDA and SLU do not. Company size (MEI, ME, EPP) and legal structure (LTDA, SLU, S.A.) are separate classifications: an LTDA can be registered as an ME or EPP depending on annual revenue, and it can later be reclassified as revenue grows without changing the underlying legal structure. See Company Types in Brazil: MEI, LTDA and S.A. Explained for how these categories relate, and MEI, ME or LTDA: Which Company Type Should You Choose? for the practical decision between them.
Taxes follow revenue and CNAE, not the LTDA structure itself
An LTDA can be taxed under Simples Nacional, Lucro Presumido or Lucro Real; the legal structure does not determine the tax regime, the annual revenue and the CNAE do. Online accounting tracks both dimensions separately: the LTDA structure protects personal assets, while the CNAE and revenue bracket decide the actual tax bill each month.