2023-11-01 04:09:26
Opening a business requires knowledge regarding the different types of business companies that exist in Brazil. Among the available options, the Public Limited Company (SA) stands out, which represents around 0.9% of the country’s business scenario. In this article, we will explore the concept of a limited liability company, how it works and what types exist. Furthermore, we will discuss the process of establishing this business type. In the end, you will have a clearer understanding of whether a Public Limited Company is the ideal choice for your business and what is needed to start operations.
What is a Public Limited Company?
The Public Limited Company is a company model characterized by the division of share capital into shares. In this format, the company must have at least two shareholders, who are the owners of this organization. The main characteristic of this model is that the participation and responsibility of partners or shareholders are defined by the number of shares they own. This structure is regulated by Law No. 6,404/76, known as the Corporation Law. In the Public Limited Company, the personal assets of each shareholder are not linked to the company’s assets. In the event of financial problems or bankruptcy, the shareholder is only responsible for the value of the shares they own, limiting their losses.
The Public Limited Company is most commonly adopted by companies that require a substantial initial investment and have ambitious growth plans. This type of business structure facilitates the raising of financial resources from banks and investors.
Types of Public Limited Company
There are two main types of Public Limited Companies: publicly traded and privately held. Each of them has specific characteristics in relation to capital management. Let’s explore these types in more detail:
Public Limited Companies
Open Capital Companies are those whose shares are traded on the securities market, such as the stock exchange. However, before a company can offer its shares for trading on this market, it is necessary to obtain authorization from the government. The Securities and Exchange Commission (CVM), a body linked to the Ministry of Economy, is responsible for granting this authorization. One of the striking characteristics of Public Limited Companies is the possibility of raising funds through the issuance of securities, such as shares and debentures. However, companies with this type of structure are subject to supervision and must comply with a series of obligations to protect the stock market.
Private Limited Companies
Private Limited Companies are those in which shares are not traded on the capital market, such as the stock exchange. In this case, the shareholders are already defined and the shares are not available for public trading. If the company wants to attract new shareholders, it needs to seek out private investors and offer them the opportunity to acquire equity in the company.
Structure of a Public Limited Company
Public limited companies are made up of several bodies, each with specific functions. This structure helps ensure proper management of the company and protect the interests of shareholders. The main bodies of a Public Limited Company are:
general meeting
The General Assembly is the highest body of the Public Limited Company. It is made up of all shareholders and is responsible for making important decisions for the company. At this meeting, matters such as the election of board members, approval of balance sheets and distribution of dividends are discussed.
Board
The Board of Directors is the body responsible for managing the company and representing its interests. Generally, the Board of Directors is made up of at least two members, who may or may not be shareholders. The choice of board members is made by the Board of Directors or the General Assembly, depending on the structure of the Public Limited Company.
Administrative Council
The Board of Directors is responsible for advising the Board and assisting in making strategic decisions for the company. It is made up of members elected by the General Assembly and has a pre-determined mandate. The number of members of the Board of Directors varies according to the company’s needs.
Fiscal Council
The Supervisory Board is the body responsible for overseeing the company’s activities, monitoring management and analyzing the financial statements. It is made up of members elected by the General Assembly and can be formed by shareholders or independent professionals. The Supervisory Board plays an important role in ensuring transparency and protecting the interests of shareholders.
Benefits and duties in the Public Limited Company
The Public Limited Company offers a series of benefits for both shareholders and the company as a whole. Some of these benefits include:
Participation in profits and assets in the event of liquidation
Shareholders are entitled to receive their share of the company’s profits according to the number of shares they own. Furthermore, in the event of the company’s liquidation, they are entitled to receive a part of the remaining assets following paying debts and obligations.
Company supervision
Shareholders have the right to supervise the company’s management, either through participation in general meetings or through the analysis of financial statements and management reports.
Withdrawal
Shareholders have the right to withdraw from the company, as long as they follow the procedures established by law and the company’s statutes. This withdrawal may occur voluntarily or for just cause, such as non-compliance with obligations by the company.
Preference in subscribing to new shares
When a company decides to increase its share capital by issuing new shares, shareholders have preference when purchasing these shares. This means that they have the right to acquire a proportionate amount of shares in relation to those they already own.
Vote in assemblies
Shareholders have the right to vote at the company’s general meetings. The weight of each shareholder’s vote is determined by the number of shares he or she owns. Therefore, the greater the number of shares, the greater the shareholder’s influence on the company’s decisions.
Opening a Public Limited Company
To open a Public Limited Company, it is necessary to follow some legal requirements and go through a bureaucratic process. See the steps below:
Check the prerequisites for opening a company
Before starting the process of opening a Public Limited Company, it is important to check whether you meet the prerequisites established by law. Some of these requirements include a minimum subscription by two people of all shares that make up the share capital and a minimum deposit of 10% of the issue price of the shares in cash.
Hire an accountant
An accountant is essential to assist in the process of opening the Public Limited Company. This professional will verify the viability of the business, advise on the necessary authorizations for opening the company and assist in the preparation of the constitutive acts. In addition, the accountant will be responsible for taking care of the company’s tax and accounting issues.
Prepare the constitutive acts
The constitutive acts are essential documents for the opening of the Public Limited Company. They include the bylaws, which is the set of rules that govern the company’s operation, and the share subscription contract, which details the conditions under which shares can be acquired by shareholders.
Register the company
After drafting the constitutive acts, it is necessary to register the company with the competent bodies. The registration of the Public Limited Company must be done at the Commercial Board of the state in which the company will be incorporated. In addition, it is necessary to obtain the CNPJ from the Federal Revenue Service.
Comply with legal obligations
After opening the Public Limited Company, it is important to comply with all legal obligations, such as holding general meetings, preparing financial statements and paying taxes. An experienced accountant will be essential to assist the company in these aspects.
Conclusion
The Public Limited Company is a company model that offers several advantages for investors who wish to open a large business or institutions. It is regulated by the Corporation Law and has a specific structure, made up of bodies such as the General Assembly, the Board of Directors, the Board of Directors and the Fiscal Council. There are two types of Public Limited Companies: publicly traded and privately held. Each of them has its specific characteristics and requirements. To open a Public Limited Company, it is necessary to follow the legal prerequisites, hire an accountant and comply with all legal obligations following opening the company. Understanding how this business model works is essential to make informed decisions and ensure the success of your business.
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