A legal entity may finally incorporate more than one Individual Company of Limited Liability – ICLL.

The Brazilian ICLL is the company type incorporated with a single individual or legal entity domiciled in Brazil or abroad.

Normative Instruction No. 47, of the Department of Corporate Registries and Integration (Departamento de Registro Empresarial e Integração – DREI), promoted the adjustment to the ICLL Filing Manual, to consolidate this position. Such instruction was published in August 6, 2018 and has already entered into force. Prior to this adjustment, the boards of trade of the Brazilian states did not accept the filing of the incorporation of more than one ICLL by the same legal entity.

In our view, this is another correction to the regulation of the ICLLs. The Brazilian Civil Code – the law that regulates the ICLLs – has never limited the legal entities to incorporate more than one ICLL. In view there is no statutory limitation, the regulation of the statutes could not impose such limitation. The limitation to incorporate one ICLL applies, however, to individuals, pursuant to the Brazilian Civil Code. In this sense, the limitation for individuals to incorporate only one ICLL is consistent with the applicable law.

Consolidation of this type of company is expected and the growth of the number of ICLLs incorporated.