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 reviewsContract clauses and management practices should be reviewed before a shareholder dispute arises. Since Law 14,451/2022, the general statutory threshold for amending the articles of a Brazilian limitada is more than half of its capital, rather than three quarters. Valid higher contractual thresholds and rules specific to the proposed decision still need checking. 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.
- Quotas in a divorce settlementAs a rule the former spouse does not join the company: the interest is valued and that figure goes into the division of assets. This is where corporate work meets divorce.
- Partners’ agreementVoting, dividends, tag along, drag along, non-compete and deadlock resolution.
- Dispute and partial dissolutionDeadlock and assessment of grounds for partial dissolution (Civil Procedure Code arts. 599–609); loss of trust alone does not justify every expulsion.
What the departing partner’s stake is worth.
Valuation can be central to an exit dispute. Unless the articles provide otherwise, Civil Code art. 1.031 uses the financial position at the date the relationship with the owner ends. The statutory payment period is ninety days after the amount is determined, not automatically after exit, subject to a different agreement or contractual provision.
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). Liabilities must also be assessed. Existing intangible assets may be included according to the evidence and applicable method; that does not automatically include forecasts of future profits or guarantee a positive payout.
Which is why the moment to write the exit rule is when nobody wants to leave. A valuation clause with defined criteria and payment terms can reduce uncertainty; duration and the need for expert evidence depend on the dispute and documents. Where the exit is already under way, the procedure has a page of its own: shareholder exit and buyout in São Paulo. And to place the company structure within everything a business has to keep in order — contracts, tax, hiring, consumer rules, LGPD and trademarks — see our legal guide for small and mid-sized companies in Brazil.
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 of the case and a written proposal before any step is taken. 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). Exit requires formalisation and determination of any amount due, without automatically releasing earlier liabilities. Art. 1.077 also gives a dissenting shareholder a withdrawal right, exercisable within thirty days of the meeting approving 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. That is the general statutory rule: check any valid higher threshold in the articles and whether the transaction combines decisions governed by specific rules.
How is the departing partner’s stake calculated?
The contractual valuation provision is checked first. If it is silent, Civil Code art. 1.031 and Civil Procedure Code art. 606 require a determination balance sheet at the date the ownership relationship ends, with tangible and intangible assets valued at exit prices and liabilities also assessed. A positive payout is not guaranteed. The statutory payment period is ninety days after the amount is determined, subject to a different agreement or contractual term.
Can we expel a partner?
The wishes of the other owners or loss of trust are not enough. Non-judicial exclusion under Civil Code art. 1.085 requires a just-cause clause, acts of undeniable gravity threatening business continuity and the statutory voting threshold representing more than half the capital. The specific-meeting and defence rule has an exception for a company with only two owners, without removing legal scrutiny. Judicial exclusion for serious breach follows art. 1.030; other grounds, such as failure to pay a capital contribution, have separate rules.
Is a partners’ agreement actually enforceable, and worth it?
It can be valid and useful when consistent with the law, articles and company structure. 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-owner company, deadlock mechanisms deserve particular attention, without guaranteeing that disputes will be eliminated.
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 and set out the route, the quorum and the timing. The review timetable is confirmed after we receive the documents.