Frequently asked questions on Business Law in São Paulo

It depends on the contrato social (articles of association). If they are silent, the law presumes that any partner may manage and sign alone (art. 1.013 of the Brazilian Civil Code). To avoid this, the management clause of the articles of association sets out who signs, in which areas and up to which amount, requiring joint signature for sensitive acts. Without such a clause, the power is broad and individual — the source of many corporate disputes.

The contrato social (articles of association) is the document that incorporates the company and sets out its essential rules: partners, capital, purpose (activity), management and each partner's interest. It is registered with the Commercial Registry (Junta Comercial) and governs the company before third parties (banks, suppliers, notary offices). It is distinct from the partners' agreement, which is private and governs the relationship among the partners. Well-drafted articles prevent future disputes.

Since Lei 14.451/2022, amending the articles of association of a limitada (LLC-type company) — including the management clause — requires the approval of partners representing more than half of the capital stock, and no longer 3/4 as before. In São Paulo, the amendment is registered with JUCESP (the São Paulo State Commercial Registry) and only takes effect against third parties after registration.

For the microenterprise (ME) and the small business (EPP), registration with the Commercial Registry does not require a lawyer's endorsement (LC 123/2006, art. 9º, §2º). For other companies, as a rule, the constitutive acts and their amendments are only registered with a lawyer's endorsement (Lei 8.906/1994). Regardless of whether it is mandatory, it is in the drafting of the clauses that a lawyer prevents future conflict.

The partners' agreement is a private contract among the partners that organizes the relationship among them — voting, transfer of quotas (right of first refusal, tag along, drag along), entry and exit, and the resolution of deadlocks — as a complement to the articles of association. It is a parasocial instrument: it binds the partners among themselves, without having to be recorded in the Commercial Registry. It is the main tool for preventing corporate disputes.

Through partial dissolution: the company is dissolved only with respect to that partner and continues to exist with the others (the principle of preservation of the business). The grounds are death (art. 1.028), voluntary withdrawal (art. 1.029 of the Brazilian Civil Code) and exclusion. The departing partner is entitled to receive the value of their interest, calculated through the assessment of the partner's interest.

If the articles of association set the criterion, it prevails. When they are silent, a special-purpose balance sheet (balanço de determinação) is used: the company's real net worth is appraised as of the date of departure, including intangibles such as goodwill, at exit value (art. 1.031 of the Brazilian Civil Code and art. 606 of the Code of Civil Procedure). The Superior Court of Justice (STJ) has consolidated this asset-based criterion and rejected the use of discounted cash flow (future profits).

Yes, in two ways. Judicial exclusion (art. 1.030 of the Brazilian Civil Code) occurs for serious misconduct, by lawsuit filed by the majority. Extrajudicial exclusion (art. 1.085) allows the majority of the capital to exclude a partner who endangers the company through serious acts — but only if the articles of association provide for this possibility. Without such a clause, exclusion depends on the courts.

The commercial lease renewal action (art. 51 of Lei 8.245/1991), which allows the business owner to compulsorily renew the commercial lease and keep the premises. To have this right, the lease must be in writing, for a fixed term of at least five years (continuous or aggregated), with the same activity carried on for at least three years. The action must be filed between one year and six months before the end of the lease.

Only one. Lei 8.245/1991 (art. 37) provides for four types — security deposit, surety, lease guarantee insurance and fiduciary assignment of fund quotas — but prohibits, on penalty of nullity, requiring more than one in the same lease. Requiring both a guarantor and a security deposit is irregular. A cash security deposit may not exceed three months' rent (art. 38).

The landlord files the eviction action supported by the calculation of the debt (art. 9º, III, and art. 62 of Lei 8.245/1991). The tenant can avoid termination by curing the default — paying the updated debt within the period to file a defense. If the lease has no guarantee, the landlord may request an injunction for vacating within 15 days, upon a three-month security deposit.

When there is no agreement and three years have passed since the lease took effect or since the last agreement (art. 19 of Lei 8.245/1991). The rent review action adjusts the rent to the market price, upward (landlord) or downward (tenant). A mere annual index adjustment does not restart the three-year period; an agreement with a real increase does.

A family holding company is a company created to concentrate and manage a family's assets (real estate, equity interests, investments). When well structured, it eases asset management, organizes the succession among heirs (reducing the need for inventário (probate)) and can bring tax efficiency. It is not a tool for shielding assets from creditors or for fraud — it is legitimate estate and succession planning.

Ideally on a preventive basis: when incorporating the company and drafting the articles of association, when making a partners' agreement, when entering into commercial leases and when planning the family estate. And whenever a corporate dispute, a partner's departure or a leasing matter arises. In São Paulo, a specialized firm helps structure the business and avoid (or resolve) litigation.