In recent months, several Commercial Registries in Brazil have begun requiring the publication of acts related to mergers, spin-offs, and incorporations of companies, as established in the Civil Code (Articles 1,122 and 1,152, §1) and the Corporate Law (Articles 227, §3, 228, §3, and 229, §4). Although these obligations were already stipulated by law, many […]
CPDMA BLOG
Category: Articles
Date: February 26, 2021
Posted by: CPDMA Team
Senate approves Legal Framework for Startups
Last Wednesday, February 24th, the Federal Senate unanimously approved the Legal Framework for Startups (Complementary Law Project No. 146/2019).
Due to the changes promoted in the document, the text will return for discussion in the Chamber before being taken to the presidential sanction.
Check out the main highlights of this approval below:
1 – All amendments dealing with the imputation of responsibility of angel investors regarding the activities of startups and their obligations were rejected – a circumstance that will certainly encourage investments;
2 – The amendment that proposed the contracting of startups by the Public Administration in a special bidding model was approved, in addition to the mandatory advance payment of part of the value of the winning contract;
3 – Contrary to the expectations of the startup industry, the chapter referring to the share subscription incentive, known as stock options (stock option plan) – through which the employee buys company shares at a lower price than the one practiced in the market. The rapporteur senator's justification was in the sense that stock options touch other sectors, and should have their own bill;
4 – Finally, the provision of tax incentives for innovation was deleted from the legal text, as it does not have such a legal provision with the due study of budgetary and financial impact.
In general, the approval by the Senate of the regulatory framework represents another step towards the legal certainty that the sector needs to attract investments and demonstrate that the country has, in fact, a regulatory environment favorable to companies and investors.
The possibility of hiring startups by the public sector will certainly not go unnoticed in the list of reasons to be celebrated.
Source: Liège Fernandes Vargas and Eduarda Jade Stümer Santos, belong to the Corporate Team of Cesar Peres Dulac Müller.
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