To be valid, the articles of association must comply with the validity requirements of any legal transaction, as well as those that are especially mandatory in the constituent act of a business corporation.
Do you know what are the requirements for setting up a Company?
In this sense, we list the “generic requirements” for the validation of legal acts in general:
Capable agent.
Consensus between the parties.
Licit, possible and determined or determinable object.
Shareholders' contribution to the share capital.
Profit and loss sharing.
Corporate affection.
It is recommended that members observe the following items
In addition to the treaty above, prior to the constitution of the company:
whether the partners have legal impediments to register the company with the Internal Revenue Service;
prior consultation with the City Hall before buying or renting the property, regarding the possibility of operation;
identification of activities with specific regulations;
study of applicable licenses, depending on the activity and location.
Mandatory requirements
Also, with regard to the so-called “specific requirements” for the effective constitution of a Limited Business Company, article 997 of the Brazilian Civil Code regulates the mandatory requirements that must be included in the instrument of incorporation:
name, nationality, marital status, profession and residence of the partners, if natural persons, and the firm or the name, nationality and registered office of the partners, if legal;
name, object, headquarters and term of the company;
capital of the company, expressed in currency, which may include any type of assets, susceptible to pecuniary valuation;
the share of each partner in the share capital, and the way to carry it out;
the benefits to which the partner is obliged, whose contribution consists of services;
natural persons responsible for the administration of the company, and their powers and attributions;
the share of each partner in profits and losses;
whether the partners are responsible, or not, subsidiarily, for the social obligations.
In addition to the mandatory clauses mentioned above, partners may include in the contracts other clauses and conditions necessary to determine their rights and obligations, with each other and with third parties.
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