Investor Presentaiton
CORPORATE LAW
BY PAULO SALVADOR RIBEIRO PERROTTI AND FERNANDO MAURO BARRUECO
BRAZIL - CANADA COMPARATIVE LAW
ensure more stringent control over corporate management. It should
comprise no less than three and no more than five members, each with
a substitute, who may or not be shareholders, elected by the General
Meeting. In certain cases, members of a Fiscal Council represent
specific categories of shareholders.
1.2. Private Limited Company (LTDA.)
Articles 1.052 to 1.087 of the Civil Code provide for private limited
company. These may take the form of a simple company or a business
corporation, depending upon their corporate aims, and type of business.
A LTDA. is organized through the Articles of Association and has
limited liability partners. Since every partner has its responsibility
limited to the value of their shares, all of them are jointly liable for
the payment of the capital stock.
Under the New Civil Code, the structure of companies must include the
Meeting of Shareholders, the Management, and an Audit Committee as
established by the partners in the articles of association. The meeting
of shareholders is the main decision-making body of a corporate
organization, which meets whenever the law or the articles so require.
The management is carried out by one or more individuals, who may
or not be shareholders, nominated in the articles of association which
also specifies their terms of office.
The capital stock is divided into shares. Each share represents an
amount in money, credits, rights or assets which a shareholder
contributes toward the formation of the company's capital. Shares
must be registered and are not represented by securities. As the
ownership and the number of shares are written in the Articles of
Association, any transfer of such shares requires an amendment.
At the meetings of shareholders, changes resulting in modification
to the articles of association or reorganization company's Bylaws
require favorable votes representing at least three-fourths (3/4), of
the capital stock.
Rules Common to Both S/As and LTDAS.
Corporate operations involving transformation, mergers, consolidation
or split up may be formalized either by S/As or by LTDAS., under the
terms of Articles 1.113 to 1.122 of Law 10.406, of 10 January, 2002 (Civil
Code), and articles 220 to 234 of Special Law 6.404, of 15 December,
1976 (the S/A Law).
Transformation is an operation whereby a given company, without
dissolving, changes its corporate classification. In this process, the
company must observe a form corresponding to the new classification.
Incorporation is an operation whereby one or more companies
are absorbed by another, which then assumes all in all their
assets and liabilities.
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