Glossary · Brazil
Ltda. vs. S.A.
Definition
The two main corporate forms for Brazilian companies. Most startups begin as a limitada (Ltda.), where share transfers can require amending the articles of association and partner approval, and convert to a sociedade anônima (S.A.) as they raise institutional capital, making transfers cleaner but still subject to shareholder-agreement restrictions.
Why it matters for a secondary
A secondary buyer's first question in Brazil is which form the company holds — it determines how much friction, and whose sign-off, stands between a signed term sheet and a closed transfer.
Frequently asked questions
Does this term apply the same way everywhere in Latin America?
No. Each country in this glossary has its own regulator, corporate forms, and tax rules — this term is specific to the country tagged above. Check the linked country page for the fuller picture.
Is this legal or tax advice?
No. This is orientation for investors and allocators, not legal or tax advice. Confirm current rules with a licensed adviser in the relevant country before acting on anything here.