Corporate Law: contracts, companies and corporate governance in Brazil
Is your company facing disagreements between partners, does it need to review contracts or is it considering a corporate reorganization, a partnership or a new investment?
These decisions can involve significant legal responsibilities for the company, its officers and its investors.
Brazilian law provides instruments such as shareholders' agreements, corporate changes, contract renegotiation, corporate reorganizations and dispute resolution mechanisms.
The choice of alternatives depends on the business objectives, the rights and obligations involved and the characteristics of each transaction.
Common situations
On this page
Disagreements between partners, business contracts and corporate reorganizations: learn about the legal instruments of governance, structuring and risk management in Brazil.
Business contracts
Clauses, guarantees, responsibilities, performance and contract review.
We draft and review the business contracts that support the company's activity:
- supply and service agreements;
- distribution, commercial representation and franchising;
- commercial partnerships and collaboration agreements;
- contracts with customers, guarantees and confidentiality clauses.
A company should review its contracts when it grows, changes activity, receives investment or when a dispute appears. The following are examined: price, term, guarantees, liability, termination, enforcement clauses and the way conflicts are resolved.
Shareholders' agreements
Governance rules, voting rights, entry and exit of partners and handling of deadlocks.
The shareholders' agreement records what the articles of association do not detail. It usually covers:
- voting rights and decisions that require qualified approval;
- pre-emption rights, entry and exit of partners;
- distribution of profits;
- rules for deadlocks and disagreements between partners;
- protection of information and non-competition.
Well drafted, it avoids conflicts and gives the company predictability. When there is already a partner dispute, it is the first document to be analyzed.
Corporate reorganizations
Mergers, consolidations, spin-offs, amendments and corporate structures, depending on the transaction.
When opening, reorganizing or selling a business, the legal structure matters. We work on:
- choice of the type of company and drafting of the articles of association;
- corporate reorganization: mergers (incorporação and fusão) and spin-offs (cisão);
- entry and exit of partners;
- special purpose entities for projects.
Each transaction has its own requirements for approval, registration and protection of creditors and minority holders, and tax consequences that must be assessed together.
Business investments
Entry of investors, guarantees, contracts and due diligence.
Receiving or making an investment requires legal scrutiny of the transaction:
- prior analysis of the company (due diligence), with its contracts, liabilities and licenses;
- investment instruments and the rights granted to the investor;
- guarantees and responsibilities of the parties;
- agreement between the partners and the investor.
The aim is for each party to know the risks and the conditions on which it takes on commitments.
Corporate governance
Powers, controls, responsibilities and corporate documentation.
Corporate governance is the set of rules that defines who decides what, how decisions are made and who answers for them. It helps prevent conflicts and reduce risks. It involves:
- defining the powers and responsibilities of officers;
- internal controls and records of decisions;
- organization of corporate documents;
- risk prevention, including the liability of officers and partners.
In situations provided for by law, partners and officers may answer with their own assets, which is why documentation and compliance with duties matter.
Partner disputes
Dissolution, determination of the departing partner's equity, management disagreements and legal resolution alternatives.
Issues that tend to arise:
- determination of the departing partner's equity (apuração de haveres) and exit of a partner;
- partial or total dissolution of the company;
- abuse of control power and management disputes;
- breach of contracts between companies;
- liability of partners and officers.
Before a lawsuit, negotiation, mediation and arbitration, when provided for, are assessed. We do not promise to eliminate the conflict: the path depends on the articles of association, the shareholders' agreement, the law and the case.
The firm's practice
The firm is headquartered in Brasília and practices nationwide in Brazil. The firm's Corporate Law practice is integrated with the Tax, Civil and Energy areas, because company decisions usually involve taxes, contracts and regulation at the same time, which allows a coordinated analysis. For companies looking for a corporate lawyer in Brasília, the firm serves clients at its headquarters and throughout the country.
Frequently asked questions
What alternatives exist when partners disagree?
Depending on the case, negotiation, application of the shareholders' agreement, mediation, arbitration (when provided for), corporate amendment, exit of a partner with determination of equity or, as a last resort, dissolution. The route depends on the articles of association, the shareholders' agreement, the law and the type of disagreement.
What is the purpose of a shareholders' agreement?
To record the rules between partners that the articles of association do not detail, such as voting, pre-emption rights, entry and exit, distribution of profits and resolution of deadlocks. Well drafted, it avoids conflicts and gives the company predictability.
When should a company review its contracts?
When it grows, changes activity, receives investment, renews a long-term contract or when a dispute arises. It is also worth reviewing when the law or the market changes in a way that affects prices, deadlines or responsibilities.
What changes in a corporate reorganization?
The structure of the company or companies involved is altered, as in a merger, consolidation or spin-off. Each transaction has approval and registration requirements, effects on partners, creditors and contracts, and tax consequences, which must be analyzed before the decision.
Can officers and partners be personally liable for the company's debts?
In situations provided for by law, yes, for example in cases of abuse, breach of duties or commingling of assets. Well-documented governance helps prevent this risk. The analysis depends on the type of company and the facts.
How does corporate governance relate to legal risks?
Clear rules on who decides, how they decide and who answers for it reduce disputes between partners and officers and lower the risk of questionable decisions. Well-documented governance also makes investment, financing and sale of the company easier.
Related areas
- Tax Law Taxes in the company's transactions and reorganizations.
- Civil Law Contracts, default and civil liability.
- Energy Law Contracts, companies and investments in the energy sector.
Informational content, not individual legal advice. The analysis of each case depends on the facts, the documents and the legislation in force. This page addresses Brazilian law only. Updated October 2026.
Business contracts, companies and governance
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