Frequently asked questions on Business Law in São Paulo

Check the company type, articles of association and appointed administrators. For a limitada, Civil Code art. 1.060 provides for one or more administrators appointed in the articles or a separate instrument; their powers, financial limits and joint-signature requirements must be checked. Article 1.013 contains a separate-administration rule within the sociedade simples regime, whose application depends on the case. It does not mean every partner in every business can sign without limits.

The contrato social (articles of association) establishes the company and defines its partners, capital, business purpose, management and ownership interests. A business company registers with the Commercial Registry; a sociedade simples generally registers with the Civil Registry of Legal Entities (Civil Code art. 1.150). The document governs representation before banks, suppliers and registries. It differs from a partners' agreement, which supplements relations among its signatories. Appropriate drafting helps prevent disputes.

Since Law 14,451/2022, the statutory rule for amending a limitada's articles requires more than half of its capital (Civil Code art. 1.076), rather than the former three quarters. Check valid higher contractual thresholds and special rules, including appointment of a non-partner administrator (art. 1.061). A business company's amendment is filed with JUCESP; registration effects depend on the filing deadline and arts. 1.151 and 1.154, not simply the registration date.

Constitutive instruments generally require a lawyer's endorsement (Law 8,906/1994, art. 1, §2), with an exemption for ME and EPP under Complementary Law 123/2006, art. 9, §2. The Limited Liability Company Registration Manual under DREI Instruction 81 waives endorsement for amendments; conversions and other acts require separate review. Even where no endorsement is formally required, legal review of management, exit and liability clauses helps prevent disputes.

A partners' agreement is a private contract supplementing the articles: it addresses voting, quota transfers (pre-emption, tag-along and drag-along rights), admission, departure and deadlocks. It binds its signatories and need not be incorporated in full into the articles. Its effects on the company and third parties depend on the applicable formalities and legal regime. The documents should remain consistent.

Partial dissolution ends the relationship with one partner while allowing the business to continue. It may result from death (art. 1.028), withdrawal under art. 1.029 or exclusion. In an indefinite-term company, withdrawal requires at least sixty days' notice; in a fixed-term company, it generally requires just cause proved in court. Address notice, valuation of the departing interest, amendment and registration, as well as liability for earlier obligations under art. 1.032.

First examine any valid contractual valuation rule. If none exists, use a special-purpose determination balance sheet: assets, both tangible and intangible, at exit value and liabilities valued on the same basis as of the relationship's termination date (Civil Code art. 1.031 and CPC art. 606). Under this default regime, STJ case law excludes future profits through discounted cash flow, including its combination with the determination balance sheet. Accounting evidence and the valuation date require review.

Yes. Judicial exclusion for serious misconduct under Civil Code art. 1.030 requires action by a majority of the other partners. Out-of-court exclusion for just cause under art. 1.085 requires an express articles provision, exceptionally serious acts threatening the business's continuation and the statutory majority representing more than half the capital. A specific meeting with prior notice and a defence opportunity is generally required; the statute exempts two-partner companies from that meeting, without waiving other requirements or applicable clauses. Personal disagreement alone is insufficient.

A commercial lease renewal action (Law 8,245/1991, art. 51) allows the tenant to seek court-ordered renewal. It requires a written fixed-term lease, at least five uninterrupted years under one or successive written leases, and three years in the same business activity. File between one year and six months before expiry and meet the other statutory requirements. Missing that window removes this compulsory route but does not prevent agreed renewal.

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 an eviction claim with a detailed debt calculation (Law 8,245/1991, arts. 9, III, and 62). The tenant or guarantor may avoid termination by depositing the full amount in court within fifteen days of service, including applicable charges, penalties, interest, costs and legal fees. This option is unavailable if used in the twenty-four months before filing. Without a lease guarantee, the landlord may seek a fifteen-day vacating order with court security equal to three months' rent and the conditions of art. 59, §1, IX; §3 allows full deposit within the interim order's period to avert it. This is not a promise that the case will finish within fifteen days.

Without agreement, rent review may be sought after three years from the lease taking effect or the last agreement fixing the rent (Law 8,245/1991, art. 19). It seeks an increase or decrease to market level. Annual contractual indexation does not itself restart the period; check whether a new agreement genuinely reset the rent. Applicable statutory or valid contractual restrictions also require review.

A family holding company concentrates and manages family property, ownership interests and investments. It may facilitate management and succession planning, but tax effects and incorporation, accounting and maintenance costs need individual calculation. It does not automatically eliminate probate or prevent legitimate creditors' claims. It is an estate and succession planning tool, not a means of fraud.

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.