Investor Presentaiton
CORPORATE LAW
BY PAULO SALVADOR RIBEIRO PERROTTI AND FERNANDO MAURO BARRUECO
BRAZIL - CANADA COMPARATIVE LAW
Forms of Association
General Aspects
The Brazilian legal structure provides forms of association whereby
parties may form corporate entities and other forms of incorporation,
which do not imply corporate structure. The latter group includes
consortia and other forms of legal businesses whereby parties do not
relinquish their status as individuals.
Incorporation of a company, on the other hand, entails a written
agreement, either private or public, in which the contracting parties
express their aims either individually or as a partnership (incorporated
companies or unincorporated companies).
The latter include common company and special partnership company.
Brazilian legislation provides for the following types of companies:
simple company, collective name company, limited partnership,
private limited company, joint-stock company and joint-stock
command company.
The law attributes corporate status to such companies upon registration
with the competent public registry office, which thus become legal
entities, with distinct liability to that of their partners.
Brazilian law also provides these status for associations, foundations and
co-operatives. Such forms of association are not-for-profit, either due to
their charitable nature or in the light of their particular characteristics and
aims, thus they are different from commercial organizations, regardless
of whether they generate revenues.
It should be stressed that all the types of company foreseen under
Brazilian legislation, apart from joint-stock company, may function
either as simple company or business corporations however, this
should be expressed in their articles of incorporation at the time of
their founding. Simple company must be registered under the Civil
Registry of Corporate Entities, whereas bussiness corporations must
register with the board of trade.
1.1. Joint-stock company (S/A)
A joint stock company, as described in article 1.088 of Brazilian Civil
Code and Law 6,404 of 15 December, 1976, partially amended by
Law 9.457 of 5 June, 1997, and by Law 10.303, of 31 October, 2001, is
fundamentally a legally constituted business corporation, with capital
stock represented by shares. The principal purpose of companies it to
generate profits for distribution among the shareholders.
Joint-stock company is identified by a name, followed by the words
joint-stock company, in full or abridged to S/A; or preceded by the
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