Business & Corporate Law in Brazil
Corporate structure, governance, M&A, venture capital, doing business, startups, and foreign investment in Brazil.
Topics within Business & Corporate Law in Brazil
Doing Business in Brazil
Legal structuring for foreign companies, governance, international investments (RDE-IED), foreign founders.
View cluster →M&A & Foreign Investment in Brazil
Acquisitions, due diligence, venture capital, corporate venture, shareholder disputes between Brazilian and foreign parties.
View cluster →Startup Law in Brazil
Brazilian Startup Legal Framework, vesting, equity, cap table, due diligence, foreign co-founders.
View cluster →Does GDPR Apply to Brazilian Companies? When EU Privacy Law Reaches Outside Europe
GDPR reaches Brazilian companies offering goods or monitoring data subjects in the EU (Article 3(2)). Fines up to €20M or 4% of global annual turnover.
Read article →Equity Vesting in Brazilian Startups: How It Works
Equity vesting in Brazil: 4 years + 1-year cliff, 1/48 per month. LTDA: shareholders agreement. S.A.: stock option plan. Tax treatment debated at STJ.
Read article →Shareholder Disputes Between Brazilian and Foreign Partners: Arbitration, Exit Clauses, International Forum
BR-foreign shareholder disputes have 2 lines: prevention via shareholders' agreement, enforcement via arbitration (Law 9,307/1996 + NY Convention).
Read article →Acquiring and Selling Equity in Brazilian Companies for Foreign Investors: Protection and Exit Clauses
Foreign investor M&A in Brazilian company: SPA (S.A.) or QPA (LTDA), price adjustments, R&W, escrow, earn-out. Triggers RDE-IED at Central Bank.
Read article →Due Diligence and M&A in Brazil for the Foreign Buyer: What to Audit First
Brazilian M&A due diligence: 7 areas — labor, tax, corporate, IP, LGPD, contracts with change-of-control, regulatory licenses.
Read article →Brazilian Tax for Digital Sellers: What Changes When You Set Up a Company
4 Brazilian tax regimes for digital seller PJ: MEI, Simples, Lucro Presumido, Lucro Real. Tax-free profit distribution to partner is the core advantage.
Read article →Corporate Governance in Brazil for Foreign Companies: Cross-Border Board, Director Duties, Liability
Brazil corporate governance for foreign companies: 5 points — director duties, personal liability, cross-border board, minutes+RDE-IED, compliance/ESG.
Read article →Foreign Startup in Brazil: Legal Setup and IP Protection
Foreign startup in Brazil: 4 pillars — corporate form (LTDA→S.A.), Startup Law (LC 182/2021), INPI trademark, LGPD from day one.
Read article →Intellectual Property and Technology in Brazil for Foreign Companies: Trademark, Software, Patent, Know-How
Foreign IP protection in Brazil: 5 fronts — trademark (LPI), patent, software (Law 9,609), copyright (LDA), know-how. Assignment needs INPI recording.
Read article →Venture Capital and Corporate Venture in Brazil for Foreign Investors: Term Sheet, SAFE, Convertible Notes
Foreign investor in Brazilian startup: 4 paths — shares/quotas, Brazil SAFE, convertible loan, recognized investor (LC 182/2021). Triggers RDE-IED.
Read article →Trademark Registration in Brazil via INPI: Founder Guide
Foreign founder files trademark in Brazil via INPI (LPI 9,279/1996). Principle: rights from filing, not use. Brazilian resident agent required.
Read article →Business Contracts for Foreign Companies in Brazil: 7 Critical Clauses in Cross-Border Deals
Cross-border contract lives or dies on 7 clauses: governing law, forum/arbitration, language, currency, tax, IP, termination. Localization ≠ translation.
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