The Articles of Association (Contrato Social)
The contrato social is a Brazilian company's founding document. See the clauses it must contain — capital, partners, CNAE — and who signs and registers it.
The contrato social — the articles of association — is the founding document of a Brazilian company: it defines who the partners are, what the company does, how much capital it has and how it is run. For an LTDA, SLU or other registered company it is mandatory, and the Junta Comercial will not register the business without it. It has to be drawn up correctly the first time, because every later change — a new partner, a new activity, more capital — means amending and re-registering it. An accountant or an online accounting service normally drafts the contrato social as part of opening the company.
What the contrato social is
The contrato social is often called the company’s “birth certificate”: it is the private document that brings the company into legal existence and sets the rules among the partners. Once it is signed and registered at the Junta Comercial, it produces legal effects against third parties and becomes the basis for the CNPJ, the bank account and every contract the company signs. For a single-owner company the equivalent document is the requerimento de empresário or the ato constitutivo, but the required content is the same.
What the contrato social must contain
A registrable contrato social has to cover a fixed set of clauses; missing or vague ones are the most common reason a filing is rejected:
| Clause | What it defines |
|---|---|
| Company name and legal nature | The business name and the type (LTDA, SLU and so on) |
| Registered address | The legal domicile and tax address of the company |
| Corporate purpose (objeto social) | The activities the company will carry out, tied to CNAE codes |
| Share capital | The amount of capital and how it is paid in |
| Quota split | Each partner’s share and contribution |
| Administration | Who manages the company and can sign for it |
| Term and profit sharing | The company’s duration and how profits are divided |
Because the corporate purpose is tied to the CNAE, and the CNAE decides the tax regime, the way these clauses are written has direct tax consequences — which is why they are usually defined by the accountant.
Who draws it up and signs it
In practice the accountant or the online accounting service drafts the contrato social, and the partners sign it, today almost always with a digital signature through Gov.br or an e-CPF. Except for the MEI, the incorporation act needs an accountant with an active CRC involved, and for a company of lawyers the registration is done at the OAB rather than the Junta Comercial. Some regulated professions can register at a notary as an alternative.
After it is signed: registration
Signing is not the end — the document only takes effect once registered. The contrato social goes through REDESIM: the name and address are checked for viability, the act is registered at the Junta Comercial, the NIRE is issued, and the CNPJ is released after the tax regime is defined in the MAT. The registered document then stays available online for download, and any later change to the partners, activities or capital requires an amendment (alteração contratual) filed the same way at the Junta Comercial.
Frequently asked questions
What is the contrato social in Brazil? It is the company’s articles of association — the founding document that defines the partners, the corporate purpose, the capital and how the company is managed.
Is the contrato social mandatory? Yes, for registered companies such as the LTDA and SLU; the Junta Comercial will not register the business without it. The MEI is opened without one.
What must the contrato social contain? The company name and type, the registered address, the corporate purpose (with CNAE), the share capital, the quota split, the administration and the profit sharing.
Who signs the contrato social? The partners sign, normally with a digital signature via Gov.br or e-CPF, and — except for the MEI — an accountant with an active CRC is involved in the act.
What happens when the company changes? Any change to partners, activities or capital requires amending the contrato social and re-registering it at the Junta Comercial.