Corporate law in Brazil for foreign-owned companies.

Check the company type, current articles, appointment documents and any power of attorney. A Brazilian limitada is managed by the persons appointed in its articles or a separate act (Civil Code art. 1.060); ownership alone does not give every shareholder unrestricted signing authority. The articles should define individual or joint signatures, approval requirements and limits for sensitive transactions.

For a Brazilian limitada, the articles of association are the constitutive document setting out ownership, capital, business purpose, management and other essential rules. A business company files them with the Commercial Registry (Junta Comercial). They differ from a separate shareholders agreement, which regulates agreed relationships among its signatories. Clear drafting helps identify responsibilities and reduce disputes, without guaranteeing that none will arise.

Since Law 14,451/2022, the general statutory approval threshold for amending the articles of a limitada is more than half of its share capital (Civil Code art. 1.076, II), replacing three quarters. Check any valid higher contractual threshold and specific rules for the decision, particularly appointment of a non-shareholder manager. Filing with the competent registry is essential to third-party effects, subject to statutory rules on timing and proven prior knowledge.

The constitutive articles of a limitada generally require endorsement by a Brazilian lawyer, but companies qualifying as ME or EPP have a statutory exemption. The DREI Limited Liability Company Registration Manual does not make that endorsement compulsory for ordinary amendments. Exemption from endorsement is different from the usefulness of legal advice on ownership, powers and exit provisions; requirements for a particular transaction still need checking.

It is a contract among shareholders covering matters such as voting, ownership transfers, pre-emption rights, tag-along and drag-along arrangements, entry, exit and deadlocks. It complements the articles and binds its signatories. Deposit with the company, any registry filing and effects on the company or third parties depend on the company form and applicable rules. It is one governance tool, not a guarantee against disputes.

Exit may involve a transfer of ownership, an agreed arrangement or partial dissolution, depending on the articles, company type and legal ground. In partial dissolution, the relationship with the departing owner ends while the business may continue. Death, withdrawal and exclusion have different requirements; any amount payable depends on the applicable valuation and payment rules, rather than a guaranteed positive payout.

It covers the Brazilian corporate vehicle, ownership and capital arrangements, governance, signing powers, shareholder or partners' agreements and the corporate steps required for ongoing operations. The appropriate design depends on the business, sector, owners and planned transactions, so the structure is defined for the specific operation rather than from a standard incorporation template.

Fees depend on the nature and complexity of the work: articles, a shareholders agreement, due diligence and litigation have different scopes. Falchet e Marques follows the parameters of the OAB/SP fee schedule and presents a clear proposal after understanding the matter. Initial contact serves to define the work and agree fees before any commitment.

Preventively, when forming a company, drafting articles or a shareholders agreement, signing important contracts such as a commercial lease, or planning assets. Advice is also relevant when shareholder disputes, exits, debt collection or other conflicts arise. Early review identifies risks and alternatives before commitments; costs and outcomes depend on the circumstances.

Falchet e Marques serves businesses of different sizes, from individual microentrepreneurs (MEI) and small businesses to larger companies. Legal support is particularly useful for smaller businesses using generic contracts without a shareholders agreement, which may face greater difficulties if a dispute arises. The service is tailored to each business and its stage of development.

We first discuss the business and its needs, then review the circumstances and documents. We define the preventive or litigation strategy and present a proposal. We then carry out the work, from drafting documents to court proceedings, keeping the client informed. The initial conversation can begin through the firm’s WhatsApp.

Yes. Falchet e Marques is at Av. Paulista, 2,421, Bela Vista, São Paulo, and handles matters involving JUCESP, courts and registry offices in the city and region. Appointments can be in person or remote, by video call and digital channels, including for companies elsewhere with matters in São Paulo.

Yes. Business-law work includes preventive advice on articles, shareholders agreements, commercial contracts and leases, and legal opinions. It also includes corporate disputes such as partial dissolution, valuation of departing owners’ interests and exclusion, debt recovery and commercial lease disputes involving eviction, renewal and rent review. Handling both aspects helps keep preventive planning and litigation positions consistent.