The Corporate area is well known within the business world; however, it tends to be undervalued when it comes to more routine documents.
In simpler documents, such as Articles of Incorporation, contracting parties do not pay enough attention to clauses of extreme importance, such as joining of new partners, succession in case of death, rules for determining assets, among others. When a company is established by private individuals, these aspects are as important as the business to be developed, because it is at this time that the future partners will establish the vast majority of rules to conduct business with ease. Forget the idea of “templates.” Each situation is unique and deserves due attention.
Zancaner, Salla and Faustino Law Firm will help you understand all the important points in a corporate document, in a simple way that will protect the members in a range of cases of misunderstanding.
In addition to all the legal work to be carried out, we must always bear in mind public agency bureaucracy. Some years ago, in the State of São Paulo, the systems of the São Paulo State Board of Trade were integrated with those of the Federal Revenue Service and the State Secretariat of São Paulo.
Recently, the Local Government of the city of São Paulo has been integrated with the Board of Trade of the State of São Paulo. In general terms, before the incorporation of the company, the place where the company is to be established undergoes a preliminary feasibility check, in which the Local Government verifies whether or not that property is in order.
The trend increasingly is for agencies communicate with each other to obtain information and records of documents in various states and municipalities in order to unify and standardize information in the future. However, in this phase of integration companies are suffering the impacts of the transition and we can help you move through this universe.
In addition to the corporate routine that includes organizing companies, approving accounts, opening branches, changing administrators, changing address, purpose, among others, we have the expertise to carry out complex corporate operations such as companies’ incorporation, spin-off or dropdown among others.
These corporate restructuring operations, which may occur to optimize the structure of a certain group or even to complete the process of acquiring a company and taking advantage of the goodwill paid on acquisition, should be conducted with great care.
It is essential to check in advance the balance of the companies involved and the necessary licenses for the economic activity, with prior planning, so that the “surviving” company, which will continue to carry out the business activities, is able to operate and issue invoices shortly after the corporate restructuring, with no impact on its activities.
At Zancaner, Salla and Faustino Law Firm, we have developed a methodology for the restructuring and integration of companies following acquisition which is unique due to the particular expertise of our team, with internal experience in corporate legal and entrepreneurial activity.
HOW WE CAN HELP YOU NAVIGATE IN THIS WORLD
- Incorporation of companies in Brazil, with domestic and foreign members.
- Preparation of corporate acts in general, such as Minutes of Members’ Meetings, Articles of Incorporation and amendments, Minutes of the Annual and Special Shareholders’ Meeting, merger, conversion, spin-off and consolidation of companies, dropdown of assets, as well as coordinating the registration of these corporate acts before the appropriate agencies.
- Structuring corporate operations involving the dissolution and creation of companies, or even the change of address, including the tax analysis of the operation, the necessary licenses for the company to operate and coordination of all professionals involved, with the opening of branches if necessary, so that there is no interruption in business activities.
- Corporate auditing, usually in relation to the last 5 (five) years with the preparation of a report that will include the current company situation, items to be put in order, recommendations for improvements and organization of all corporate actions.
- Drawing up agreements for sale of assets.
- Drawing up agreements for sale of units of ownership/shares.
- Formation of joint ventures in Brazil.
- Drawing up investment and subscription agreements and members/shareholders’ agreements.
- Drawing up stock or units of ownership option plans and individual contracts.
- Drawing up a range of legal instruments for business, such as memorandum of understanding, confidentiality agreements or letters of intent, among others.
- Advice on corporate governance and compliance.
- Legal opinions on the most diverse corporate issues, such as directors’ responsibility, dividends and interest on shareholders’ equity, publication of financial statements of large limited companies, as well as on corporate disputes issues, regarding disputes between minority and majority shareholders, abuse of control, among others.
- Advice on inheritance estate planning.
- We separate routine work from strategic work. Routine work follows a pattern and is done with attention to detail, to avoid any demands from public agencies. It is charged at a fixed rate, according to the firm’s standard table, which includes drafting the corporate documents and coordinating all registrations with public agencies, delivering the finished document to the client.
- Strategic work is different. There are no templates to be followed, each person and each business is unique and deserve to be treated as such. We help clients by presenting possible alternatives for business viability, always with creativity and legal security. The phrase “it has always been like this” is not something you will hear at Zancaner, Salla and Faustino Law Firm.
- We always involve the firm’s tax department in analysis because we care about our client’s pocket.
- We value simplifying the complex at all stages.
- We work in total harmony with the other professionals involved, including accountants and paralegals, among others, coordinating everyone so that client deals with a single person.
- We go the extra mile with the client: we only deliver the finished work!