The possibility for limited liability companies to issue debentures has recently been recognized by the National Department of Business Registration and Integration (DREI), through Circular Letter SEI No. 92/2026. The guidance allows for the supplementary application of the Brazilian Corporation Law (Law No. 6,404/1976) to limited liability companies, enabling certain mechanisms typical of corporations to be used by this type of entity when compatible with its nature.

Under this understanding, limited liability companies may now issue debentures as a means of raising funds from investors, including structures such as debentures convertible into equity interests. Until now, the issuance of this type of security had traditionally been associated with corporations.

This change expands financing alternatives for companies organized as Ltda., such as startups, family businesses, and mid-sized companies, which will be able to access this mechanism without the need to convert into a corporation. Nevertheless, implementing this structure requires proper legal planning and possible amendments to the articles of association, as well as an analysis of the specific circumstances of each case.

Source: https://www.migalhas.com.br/depeso/449833/sociedade-limitada-pode-emitir-debentures