Legal certainty
for companies growing in Brazil.

A corporate contract is an agreement between economic agents that creates, modifies, or extinguishes obligations between them. To be valid, the Brazilian Civil Code (art. 104) requires three elements: a party with legal capacity to contract, a lawful and determined (or determinable) subject matter, and a form that is either legally required or not prohibited. Most business contracts don't require a special form, but a written form is advisable for evidentiary purposes. Two principles guide interpretation and performance: *boa-fé objetiva* (objective good faith, art. 422), which imposes duties of loyalty, information, and cooperation, and the *função social do contrato* (social function of the contract, art. 421), which limits contractual freedom when the effects harm third parties or the community.Ler artigo completo

A shareholders' agreement is not mandatory by law, but it is essential for any company with more than one partner. The "contrato social" (the company's articles of association, mandatory upon registration) sets out the company's basic structure, but it does not include vesting, tag along, drag along, ROFR, or qualified quorum clauses — those mechanisms belong in the shareholders' agreement, which is a private contract and can be kept confidential. For startups planning to raise investment, the agreement is practically required in practice: Series A investors will review the document before any funding round. In "sociedades limitadas" (Ltdas., the Brazilian equivalent of an LLC) (Civil Code, art. 997 et seq.), the quotaholders' agreement is valid once filed at the company's registered office. In "sociedades anônimas" (S.A.s, the Brazilian equivalent of a corporation), the shareholders' agreement has express legal grounding under art. 118 of Law 6,404/1976 (the Brazilian Corporations Law) and is binding on third parties once recorded in the share registry book.Ler artigo completo

Yes. Law 13.709/2018 (the *LGPD*, Brazil's General Data Protection Law) applies from the moment the company collects any personal data — including waitlist emails, data from validation interviews, and usage metrics from beta versions. The relevant criterion is not revenue or company stage, but the processing of personal data belonging to individuals within Brazilian territory. Being pre-revenue does not exempt a company from the law's obligations. ===FAQ_A_1=== The controller company is obligated to notify the ANPD (Brazil's National Data Protection Authority) and affected data subjects when the incident could cause relevant risk or damage (art. 48, Law 13.709/2018). Notification must occur within a reasonable timeframe — the ANPD has been guiding companies toward 2 to 5 business days for initial notification — and must include the nature of the affected data, the measures taken, and the risks generated. Companies without an incident response plan tend to lose critical time during severity analysis, which can worsen the regulatory assessment.Ler artigo completo

No. The COF ("Circular de Oferta de Franquia" — the mandatory franchise disclosure document, similar in spirit to the FDD used in the US) must be delivered to the prospective franchisee at least 10 days before the contract is signed or any payment is received — this is an express requirement under Lei 13.966/2019. The law does not require the COF to be registered with a junta comercial (the state commercial registry) for it to be valid, but it does require the document to contain all 23 items set out by law. Starting negotiations or accepting reservations without having delivered the COF constitutes an irregular practice and may result in the annulment of the contracts entered into.Ler artigo completo

Yes. A signed agreement is not the only element that Brazilian labor courts consider. What determines the existence of an employment relationship is the factual reality of the arrangement: personal performance of duties, non-occasional service, compensation, and subordination — the four elements set out in art. 3 of Decree-Law 5.452/1943 ("CLT", Brazil's Consolidated Labor Laws). When all four are present, a judge may disregard the "PJ" agreement (an arrangement where a professional is engaged as a legal entity rather than as an employee) regardless of what is written in it. Law 13.467/2017 (the 2017 Labor Reform) created the "autônomo exclusivo" category (art. 442-B) — an exclusive independent contractor — but it requires that the service provider organize their own work and bear the associated risks, which rarely happens in typical startup hiring arrangements.Ler artigo completo

Yes. Law 12,846/2013 (the Brazilian Anti-Corruption Law, also known as the "Clean Company Act") applies to every legal entity, regardless of size, that engages in acts harmful to the national or foreign public administration. Company size is not a criterion for exclusion — it's a factor used to calibrate the penalty. What does change with size is the expected depth of the program: a small company doesn't need a formal ethics committee, but it does need a documented anti-bribery policy if it contracts with the government. For companies that export or have partners in the US, the FCPA (Foreign Corrupt Practices Act) may also apply even if the company is Brazilian and small.Ler artigo completo

No. Tax planning — also called *elisão fiscal* (lawful tax avoidance) — is the use of lawful means to structure operations in a way that reduces or defers tax burden within what the law permits. Tax evasion (*sonegação fiscal*) is the deliberate omission of taxable events, false statements, or fraud — conduct classified as a tax crime under Law 8.137/1990. The difference lies in the legality of the means: planning works within the available legal structure; evasion distorts it.Ler artigo completo

The main difference lies in the treatment of the "ato cooperativo" (cooperative act — a transaction between the cooperative and its own members, treated as an internal mutual arrangement rather than a market sale). When the cooperative carries out operations with its own members, this act is not included in the calculation basis for IRPJ (corporate income tax) or CSLL (social contribution on net profit), under art. 111 of Law 5.764/1971. The "ato não cooperativo" (non-cooperative act — a transaction with non-members) is taxed normally. Separate bookkeeping between the two categories is mandatory, and failing to do so is one of the leading causes of tax assessments against cooperatives. PIS and Cofins (federal social contributions levied on revenue) have their own regimes by sector — credit, agricultural, and healthcare cooperatives are each treated differently.Ler artigo completo

In a "fusão" (merger), two or more companies are dissolved and combine to form a new legal entity (Law 6.404/1976, art. 228); in an acquisition, the buyer acquires an equity stake in the target company, which continues to exist. The practical difference lies in who assumes the liabilities: in a merger, the new entity absorbs everything from both companies; in an acquisition, the target company's liabilities remain with it. For SMEs, the acquisition of "quotas" (equity units in a limited liability company) or shares is the most common structure because it preserves contracts, licenses, and permits that might otherwise require third-party consent in a merger or "incorporação" (statutory merger by absorption).Ler artigo completo

A startup can raise up to R$ 15 million per 12-month period through platforms authorized by the CVM (Brazil's securities regulator), under CVM Resolution 88/2022. The limit applies to the issuer — not per platform: if the company raises funds on two different platforms, the amounts are added together. To qualify, the company must have annual gross revenue of up to R$ 40 million. Companies above that revenue threshold need to consider other instruments, such as debentures with restricted placement efforts (CVM Resolution 160/2022) or a private round with qualified investors.Ler artigo completo

Arbitration is worthwhile when there is a pre-existing arbitration clause ("cláusula compromissória"), the dispute involves a significant amount (practical benchmark: above R$500,000 to R$1 million, depending on the costs of the chosen arbitration institution), and confidentiality matters to the company. Arbitration proceedings are faster than the courts — typically 12 to 24 months — and an arbitral award has the same legal force as a court judgment, requiring no separate confirmation for enforcement in Brazil (Law 9,307/1996, art. 31). Without a pre-existing arbitration clause, arbitration depends on the parties' mutual agreement.Ler artigo completo