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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.

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