Model of Amendment of Articles of Incorporation – LTDA – Withdrawal of Partners – Resulting Sole Proprietorship

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Company Name


…..contractual modifications

XXXXXXXXXXXXNationality, Place of Birth, Marital Status, Property Rules (if married), Date of Birth (if single), Occupation, CPF Number XXX.XXX.XXX-XX, Identity Document, Number, Issuing Agency and State Where Issued (Valid paperwork as identification: id card, reserve certificates, skilled id card, work and social safety card (CTPS), nationwide driver’s license (CNH) – mannequin primarily based on Law No. 9.503 of 9.23.1997)Residence and Residence (Street kind and title, quantity, ward/district, municipality, federative unit and CEP) and

XXXXXXXXXNationality, place of beginning, marital standing, property rule (if married), date of beginning (if single), occupation, CPF quantity XXX.XXX.XXX-XX, id doc, its quantity, issuing physique and state the place it was issued, residence and lodging;

Sole Member of the Company”XXXXXXX LTD.”, registered with CNPJ No. 00.000.000/0001-00, a single institution at Rua (full deal with), articles of affiliation duly registered. Board of Trade of (State) 00.0000.00/0001-00, at XX/XXX/XXXX, resolve By mutual settlement, 1003 and 1033, primarily based on Article IV of Law 10406/2002 – Civil Code (CC), modify this Agreement within the following phrases:

1 – Withdrawal from the Society”XXXXXXXXX”, Allotted and transferred by sale, for the worth of the full share capital held within the firm BRL 50,000.00 (fifty thousand reais) per”Company Treasury”, an quantity to be paid towards the presentation of a promissory observe of the above quantity, issued in favor of the assignor by “XXXXXX”. Ltd“, with the approval of the remaining associate”XXXXXX” and the cut-off date ……………………………………….

Promissory note signed - Enforcement action - Extrajudicial title
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Sole Clause – The withdrawing associate declares that, after settling the promissory observe within the quantity agreed upon above, it provides full, thorough and full discharge of its belongings, labour-assist, earnings and different credit within the firm.

two – Subject to the amendments made herein, the Company shall be quickly and for a most interval of 180 (100 and eighty) days, “Unipersonal firm”, with a single shareholder, pursuant to the provisions of Article 1033, Item IV of Law 10406/2002 – Brazilian Civil Code.

Single paragraph- The remaining associate assumes all of the belongings and liabilities verified as much as this date, except different associate(s) make preparations for admission to the corporate.

3 – The use of the agency, administration and administration of the corporate shall be exercised completely by the remaining companions”XXXXXX” which shall be entitled to a month-to-month withdrawal”for work” Under the phrases of the legislation in drive.

4 – The Company’s capital inventory stays at BRL 10,000.00 (ten thousand reais), due to this fact unchanged, represented by BRL 10,000.00 (ten thousand reais) shares within the quantity of BRL 1.00 (one actual), totally paid, distributed as follows:


5,000 (5 thousand) shares, within the quantity of BRL 5,000.00 (5 thousand reais).

In Company Treasury:

5,000 (5 thousand) shares, within the quantity of BRL 5,000.00 (5 thousand reais).


10,000 (ten thousand) shares, within the quantity of BRL 10,000.00 (ten thousand reais).

Single paragraph- The legal responsibility of the companions is restricted to the full quantity of the capital in keeping with Articles 1022 to 1027 of the Brazilian Civil Code 10406/2002.

5 – Clauses of the Agreement not modified by this instrument shall stay in drive, as they’re written within the Articles of Incorporation.

6 – The withdrawing companions and the remaining companions declare that they aren’t concerned in any crime offered by legislation, which prevents them from finishing up industrial actions.

And as a result of they’re simply and contracted, they comply with this modification in 3 (three) copies of equal content material and kind, which they’ve signed with witnesses.

City/State, XX/XXX/XXXX



(withdrawal member)



(Remaining Members)


(Full title and id card) (Full title and id card)
Generic recommendation letter template for company
Credit: Andrew Lozovy

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