Corporate Law legal counsel that drives your business.
Complete legal counsel for small and mid-sized companies: prevention before problems, solid contracts, the right corporate structure and full compliance — so you can grow with confidence. We serve companies across Brazil and international clients, in English.
Ongoing legal counsel for your company
A full legal department for a fraction of the cost: contracts, unlimited consultations, labor and tax prevention and monthly strategic guidance. Prevention costs less than litigation — one avoided lawsuit pays for years of counsel.
Request a proposalContracts and corporate structure
Tailor-made contracts (no internet templates), shareholder agreements that prevent disputes, company formation and restructuring, trademarks, data protection (LGPD) and digital law.
See a practical caseEverything we do in corporate & business law.
- Monthly legal counselContinuous preventive support: contracts, consultations, legal opinions and risk management — counsel that takes part in business decisions.
- Business contractsDrafting, review and negotiation of contracts with clients, suppliers and partners, with protective clauses and risk management.
- Corporate mattersCompany formation, articles and shareholder agreements, partner entry and exit, restructuring and governance for growth.
- Tax planningChoosing and reviewing the tax regime, credit recovery and fiscal structuring — legal savings, no risks.
- Preventive labor lawSafe hiring (employee vs. contractor), internal policies, labor compliance and defense in labor claims.
- Trademarks, LGPD and digital lawTrademark registration, Brazilian data protection law (LGPD) compliance, technology contracts and online unfair competition.
- Consumer and regulatoryBrazilian Consumer Code compliance, consumer agencies, licenses and sector regulation.
- International clientsCounsel in English for foreigners establishing business in Brazil — from incorporation to daily operations.
The partner in charge.
Partner in charge of the corporate practice (Brazilian Bar reg. OAB/SP 344.334). Postgraduate degree in Business Law (FGV), specialist in contracts, corporate matters, data protection and digital law. Fluent in English.
Meet RenatoArticles & guides on Corporate.
Corporate — frequently asked questions.
Who can sign on behalf of the company?
It depends on the 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.
What are the articles of association of a company?
The articles of association are the document that incorporates the company and sets out its essential rules: partners, capital, purpose (activity), management and each partner's interest. They are registered with the Commercial Registry (Junta Comercial) and govern the company before third parties (banks, suppliers, notary offices). They are distinct from the partners' agreement, which is private and governs the relationship among the partners. Well-drafted articles prevent future disputes.
What is the quorum to amend the articles of association today?
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.
Do I need a lawyer to open or amend a company in São Paulo?
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.
What is a partners' agreement and what is it for?
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.
How does a partner leave a company without dissolving it?
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.
Establishing business in Brazil?
We advise international clients in English — incorporation, contracts, tax and data protection. Talk directly to the partner in charge.