Cesar Peres Dulac Müller logo


Date: June 9, 2021
Posted by: CPDMA Team

Approved the legal framework for startups

Last Tuesday (06/01) the Federal Government sanctioned the Legal Framework for Startups and Innovative Entrepreneurship, through Complementary Law No. ).

The sanctioned text presents measures to stimulate the creation of innovative companies and investment incentives through the improvement of the business environment in the country with a focus on contracting innovative solutions by the Public Administration and on legal certainty for entrepreneurs and investors. 

The main measures included in the legal text are summarized below: 

1 – The veto of the amendments that stipulated the imputation of responsibility of the angel investors in the scope of civil, labor and tax relations was maintained. In this way, angel investors will not be reached by any disregard of legal personality and the contributions made by them will not integrate the startup's capital stock - unless the investor expressly chooses - bringing greater asset security to the investor. It should be noted that the angel investor may be an individual and/or a legal entity. 

2 – The creation of a special bidding modality for the contracting of startups by the Public Administration through the Public Contract for Innovative Solutions (CPSI) was maintained, aiming at remuneration for the development and testing of the technological solution presented up to the ceiling of R$ 1.6 million. 

3 – Also, companies that have investment obligations in research, development and innovation, arising from grants or delegations signed through regulatory agencies, are authorized to fulfill their commitments to invest resources in startups through the creation of equity funds or equity investment funds (FIPs). 

4 – Tax adjustments were vetoed throughout the legislative process of the Legal Framework, such as the possibility of investors' losses being included in the calculation of the capital gain to be declared by the angel investor, who will continue to pay the tax corresponding to the gain of capital – different from what happens with investors in shares of publicly traded companies. 

5 – Another demand from entrepreneurs and investors that was not covered was the tax equivalence of investment in startups to the Real Estate Letter of Credit (LCI) and the Agribusiness Letter of Credit (LCA), both exempt from income tax collection as they are considered strategic sectors to the Brazilian economy. Contrary to what was requested, the taxation of angel investment will remain between 15% and 22.5% on capital gain. 

6 – Another novelty was the inclusion of Startups in a new special tax regime called Inova Simples, which may grant differentiated treatment to all those companies that declare themselves as innovation companies.

7 – The Complementary Law also brought changes in the Law of Corporations, exempting privately held companies, with annual gross revenue of up to R$ 78 million, from printed publications, which may operate with digital books of electronic records with publication on the internet. Thus, considering the high growth projection of a startup, the corporate regime of corporations may be the most appropriate, considering the governance mechanisms by which they are governed, and now with lower maintenance costs. 

8 – Another change in the discipline of corporations promoted in the Complementary Law is the possibility of constituting the board of directors with only one member, removing the requirement of two members previously provided for. 

9 – In the area of amendments to the Law of Corporations, the Brazilian Securities and Exchange Commission was also given the commitment and duty to regulate the easier access of smaller companies to the Capital Market, which is an important alternative for raising new resources.

Source: CPDMA Corporate Team.


Recent posts

Misuse of a trademark by a former partner can be recognized not only as unfair competition, but also as bad faith.

On February 14, the newspaper "Valor Econômico" published an article in which it was pointed out that the São Paulo Court of Justice had recognized unfair competition in the improper use of a trademark by a former partner. The article, however, does not give the number of the case in which it would be possible to analyze more details of the decision, but it does inform that the individuals had signed a [...]

Read more
The first sanctions applied by the National Agency for the Protection of Personal Data (ANPD) were a wake-up call for companies: the LGPD is a serious law and must be complied with.

The General Personal Data Protection Law - Law No. 13,709/18 (LGPD) was published in 2018 and came into force in 2020. This deadline was given to public and private legal entities (processing agents) that collect, store or process the personal data of individuals, in Brazil or abroad, in order to [...]

Read more
Business position on the recent STF decision that ruled that it is constitutional for trade unions to charge assistance contributions

Recently, the Federal Supreme Court (STF) unanimously ruled that unions can collect an assistance contribution, including from non-member employees, in ARE 1.18.459 (Topic 935 of the General Repercussion), as long as the worker is guaranteed the right to object, establishing the following thesis: "it is constitutional to establish, by agreement or [...]

Read more
The new chapter in the legal dispute involving the term "HELLES", registered as a 'trademark'.

Recalling the case... It all started at the beginning of 2019, when the brewery Fassbier gave extrajudicial notice to a series of breweries in Rio Grande do Sul for the alleged misuse of the term HELLES, claiming to have exclusive use of the expression, given that the word was registered as a trademark. Not satisfied with [...]

Read more
Suspension of labor executions against companies in the same economic group

In a recent decision, the STF suspended the processing of labor executions that discuss the inclusion, in the execution phase, of a company that is part of an economic group that did not participate in the knowledge process. In labor proceedings, when the execution phase is reached and the main debtor does not have enough assets to pay the debt, many [...]

Read more
STJ decides that the legal personality of a civil association can be disregarded, but limits liability to the directors

The 3rd Panel of the Superior Court of Justice (STJ) [1] dismissed a special appeal filed by the directors of a civil association, which had its legal personality disregarded in a case involving the improper use of a trademark. The Court, in a judgment drafted by Justice Marco Aurélio Belizze, held that the disregard of [...]

Read more
linkedin Facebook pinterest youtube lol twitter Instagram facebook-blank rss-blank linkedin-blank pinterest youtube twitter Instagram