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

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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.

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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.

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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).

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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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