By Amanda Lima and Luis Eiras

The Normative Instruction (“IN”) No. 55 of the National Department of Business Registration and Integration (“DREI”) linked to the Ministry of Economy, which amends the Manual for Registration of Individual Limited Liability Companies (“EIRELI”), was published in the Official Gazette of the Union on March 12, 2019. In summary, the text provides for the possibility of an incapacitated person to establish an EIRELI, by express provision of § 6 of art. 980-A of the Civil Code; the rules provided for limited liability companies apply to EIRELI.

According to the new rule, it is legally permitted for an incapacitated person to be a partner in a limited company, provided that he or she does not exercise powers of administration, the share capital is already paid up and, depending on the degree of incapacity, the incapacitated person is assisted or represented.

It is important to highlight that the Individual Limited Liability Company – EIRELI should not be confused with the figure of the individual entrepreneur, since in the EIRELI it is possible to separate what it means to be a “holder” from what it means to be an “administrator”, and the liability of such a company will be limited to its capital, as is already the case with limited companies.