Corporate lawyer in São Paulo, Brazil
We incorporate, restructure and unwind companies — from the articles of association to the partners’ agreement, from an investor coming in to valuing the interest of the one going out. In person on Av. Paulista or remotely, across Brazil.
5,0 · 18 Google reviewsAlmost every shareholder dispute starts with a clause nobody read while the business was doing well. Since Law 14,451/2022, amending the articles of association of a Brazilian limited company takes more than half of the capital — no longer three quarters — which quietly shifted the balance of power in many companies. We handle incorporation, change and exit with equal care.
What we handle in corporate matters.
- Incorporation and structuringCompany type, articles of association, split of quotas, management powers and what is reserved to the partners’ meeting.
- Amendments to the articlesCapital, corporate purpose, management, address and ownership, with the correct quorum and filing at the commercial registry.
- Admitting a partner or investorQuota transfer, capital increase, vesting, exit clauses and protection for the founder.
- Partner exitWithdrawal, transfer, expulsion and dissolution as to one partner — with the route defined before the conflict.
- Buy-out valuationResolution date, valuation criteria and expert appraisal: what actually determines the value of the departing interest.
- Partners’ agreementVoting, dividends, tag along, drag along, non-compete and deadlock resolution.
- Dispute and partial dissolutionDeadlock, breakdown of affectio societatis and the partial dissolution action (arts. 599 to 609, Civil Procedure Code).
What the departing partner’s stake is worth.
A shareholder fight is rarely about the exit itself — it is about the price. Art. 1,031 of the Civil Code requires the interest to be assessed on a balance sheet drawn up specially as at the resolution date, with payment in ninety days unless agreed otherwise.
Where the articles are silent, the Civil Procedure Code decides: the judge sets the resolution date, defines the criteria in light of the articles and appoints an expert (art. 604); absent a clause, the criterion is the net asset value on a determination balance sheet, valuing tangible and intangible assets at exit prices (art. 606). In plain terms: with no clause, brand, client base and goodwill enter the calculation — and the figure is usually far above what the remaining partner expected.
Which is why the moment to write the exit rule is when nobody wants to leave. A valuation clause with defined criteria, deadline and payment terms is the difference between an exit resolved in months and an expert appraisal that drags on for years.
How we run the case.
- Reading the articles and the historyArticles of association, amendments, minutes, partners’ agreement and what was actually practised — which does not always match.
- Defining the scenarioIncorporate, restructure, admit, remove or dissolve: each route has its own quorum, timing and cost.
- Corporate documentsAmendment, minutes, transfer instrument and partners’ agreement, out of court wherever possible.
- Filing and effectsCommercial registry, tax authorities, banks and the contracts that depend on up-to-date ownership.
- Litigation, where no deal is possiblePartial dissolution action, expert valuation of the departing interest and urgent relief against abusive management.
What to bring to the first conversation.
Documents that speed up the review
The fuller the corporate history, the sooner we can tell you the route — and the quorum you will need to get there.
- Articles of association and every amendment
- Partners’ agreement, if any
- Minutes of meetings and general meetings
- Financial statements for recent years
- Notices exchanged between the partners
- Loans and capital contributions by partners
- Simplified certificate from the commercial registry
- Management pay, profit distributions and drawings
First review at no cost, with no obligation. Informational content under Brazilian Bar Association Rule 205/2021 — it does not replace an assessment of your case.
What clients say on Google.
“From the very start I was looked after exceptionally. The team is attentive and explains every step.”
Amanda M. · Google“Excellent, highly qualified professionals. I highlight the professionalism, the service and the honesty.”
Rita G. · Google“Very polite, patient, always with precise, accurate answers. I recommend them with no reservations!”
Thais T. · GoogleReal client reviews published on Google.
Who leads this area.
Partner in charge of the corporate practice (OAB/SP 344.334). Postgraduate in Business Law (FGV), advising on incorporation and corporate reorganisation, partners’ agreements, contracts and succession planning. Member of AASP and of the AIPLA. Fluent in English.
Meet Renato FalchetArticles that go deeper.
Common questions.
My partner wants out. Can they simply walk away?
In a company of indefinite duration a partner may withdraw on sixty days’ notice to the others (art. 1,029 of the Civil Code, applied to limited companies by art. 1,053). The exit is not free: it triggers a buy-out valuation and an amendment to the articles. There is also the appraisal right of art. 1,077, exercisable within thirty days of the meeting that approved an amendment, merger or absorption.
What quorum does amending the articles require today?
Since Law 14,451/2022, in force from 22 October 2022, amending the articles of a Brazilian limited company and resolving on absorption, merger or dissolution take more than half of the capital — previously three quarters. In practice it removed the veto that minority holders of just over 25% used to have.
How is the departing partner’s stake calculated?
Under art. 1,031 of the Civil Code the interest is assessed on a balance sheet drawn up specially as at the resolution date, payable in ninety days unless agreed otherwise. Where the articles are silent, art. 606 of the Civil Procedure Code requires net asset value on a determination balance sheet, with tangible and intangible assets valued at exit prices.
Can we expel a partner?
It is possible, but not at will. Expulsion for serious breach requires a clause in the articles and a resolution at a meeting called specifically for that purpose, with a right to be heard; outside that, the route is judicial. Whether the articles provide for expulsion is the first thing we read.
Is a partners’ agreement actually enforceable, and worth it?
It is, and it offers one of the best ratios of cost to protection. It organises voting, dividends, entry and exit, non-compete and deadlock resolution, and lets you deal with matters that would become public in the filed articles. In a two-partner company the deadlock clause is usually the most valuable of all.
How much does a corporate lawyer cost?
Incorporation and amendments carry a fixed fee, quoted before we start. Partners’ agreements, restructuring and buy-out valuations are priced by complexity — number of partners, value at stake and whether litigation is under way. The proposal always comes in writing, and the São Paulo Bar fee schedule serves as a reference floor.
Do you act for companies outside São Paulo?
Yes. Corporate filings are handled remotely, with electronic signature and digital filing at the commercial registry of each state. Where litigation runs in another jurisdiction, we work with local agents under our instruction and supervision.
Has the ownership changed — or is it about to?
Send us the articles of association and describe the scenario. We run the first review at no cost and set out the route, the quorum and the timing. We reply within one business day.