Changes in a company’s partner structure are among the most common corporate modifications in Brazil. Whether you are bringing in a new investor, buying out a departing partner, or restructuring ownership, the process requires a formal amendment to the social contract and registration with multiple government bodies.

Types of Partner Changes

Adding a New Partner

A new partner can join the company through:

• Capital increase: The new partner contributes additional capital to the company
• Share transfer: An existing partner sells or donates part of their shares (quotas) to the new partner
• Combination: New capital contribution plus partial transfer from existing partners

Removing a Partner

A partner can leave the company through:

• Voluntary withdrawal (retirada): The partner exercises their right to leave
• Share sale (cessão de quotas): The partner sells their shares to remaining partners or a third party
• Exclusion by court order: Judicial removal for serious misconduct
• Exclusion by majority vote: Extrajudicial exclusion for grave fault (requires specific social contract clause)
• Death: Shares are transferred to heirs or redeemed by the company

The Amendment Process

Step 1: Partner Resolution

All partners must agree to the change (unless the social contract specifies different rules). This is documented in a partner meeting resolution (ata de reunião de sócios) or an amendment to the social contract (alteração contratual).

Step 2: Draft the Social Contract Amendment

The amendment must include:

Required information	Details
Identification of all partners	CPF, name, nationality, address
New capital structure	Each partner’s share amount and percentage
Total share capital	Updated total after changes
Effective date	When the change takes effect
New partner’s capital contribution	Amount and form (cash, goods, etc.)
Departing partner’s settlement	How their shares were valued and paid

Step 3: Collect Signatures

• All current partners must sign the amendment
• New partners must sign as well
• Signatures must be notarized or done with digital certificates
• Witnesses may be required depending on the Junta Comercial

Step 4: Register at the Junta Comercial

File the amendment at the state Junta Comercial where the company is registered.

Documents typically required:

• Social contract amendment (3 copies)
• Requerimento (standard filing form)
• Partner meeting minutes (if applicable)
• DBE (Documento Básico de Entrada) from Receita Federal
• Payment of registration fee

Processing time: 3–15 business days depending on the state.

Step 5: Update the CNPJ

After Junta Comercial registration, update the company data with the Receita Federal via the DBE/Coletor Nacional. This updates the CNPJ card to reflect the new partner structure.

Step 6: Update Other Registrations

• Municipal registration: Update partner data at the prefeitura
• State registration (if applicable): Update at SEFAZ
• Bank accounts: Present updated social contract to all banks
• Digital certificates: May need to issue new certificates with updated company data

Share Valuation

When a partner exits or sells shares, proper valuation is critical:

Common Valuation Methods

Method	Description	Best for
Book value	Based on accounting records	Simple companies with few assets
Fair market value	Independent appraisal of company worth	Companies with significant assets or goodwill
Contractual formula	Pre-agreed formula in the social contract	Partners who planned ahead
Negotiated value	Partners agree on a price	Amicable separations

Best Practice

Include a valuation clause in your original social contract. This prevents disputes when a partner eventually wants to leave. Common approaches include:

• Book value plus a goodwill multiplier
• Average revenue of the last 12 months times a factor
• Independent appraisal by a certified professional

Tax Implications

For the Departing Partner

Situation	Tax treatment
Sale at book value	No capital gains tax
Sale above book value	Capital gains tax (15–22.5% depending on amount)
Redemption of shares by the company	Possible capital gains on the difference

For the Entering Partner

• Capital contribution is not a taxable event
• The purchase price of shares becomes the partner’s tax basis (custo de aquisição)

For the Company

• Capital increases are not taxable
• Goodwill paid by a new partner may have specific accounting treatment

Special Cases

Foreign Partners

Adding a foreign partner requires:

• CPF for the foreign individual
• Apostilled or consularized identity documents
• Power of attorney if the partner cannot be present in Brazil
• RDE-IED registration with the Central Bank (for foreign direct investment)

Single-Member Companies (SLU)

If the last remaining partner of an LTDA leaves, the company must either:

• Add a new partner within 180 days, or
• Convert to SLU (Sociedade Limitada Unipessoal), or
• Be dissolved

SedeFiscal and Partner Changes

When your company’s partner structure changes, the social contract amendment filed at the Junta Comercial will reference your registered address. SedeFiscal’s fiscal address remains valid through partner changes — no address modification is needed unless you choose to change locations. SedeFiscal provides any updated address documentation your accountant may need for the amendment filing.

Partner changes are a normal part of business evolution. Plan for them in your original social contract, and the process will be smoother when the time comes.

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