The Supplementary Law No. 182/2021 (Official Gazette, June 2), establishes the legal framework for startups and innovative entrepreneurship, and amends the Corporations Law and the Simplified Tax System, in order to adapt them to the provisions of this law.
1) The Angel Investor and the Experimental Regulatory Environment
For the purposes of this law, the angel investor is not considered a partner, nor does he have any management or voting rights in the company's administration, is not liable for any of the company's obligations, and is remunerated for his contributions.
The experimental regulatory environment (regulatory sandbox) is the set of special simplified conditions for participating legal entities to receive temporary authorization from the agencies or entities with sectorial regulation competence to develop innovative business models and test experimental techniques and technologies, upon compliance with criteria and limits previously established by the regulatory agency or entity and through a facilitated procedure.
2) Capital contribution to the startup
The capital contribution can be made by individuals, companies, or investment funds, as regulated by the Securities and Exchange Commission of Brazil, which will be called angel investors.
3) The classification of companies as startups
The business or corporate organizations, nascent or in recent operation, whose performance is characterized by innovation applied to the business model or products or services offered, are framed as startups:
a) with gross revenue of up to R$ 16 million in the previous calendar year or R$ 1.33 million per month, when less than 12 months;
b) with up to 10 years of enrollment in the Federal Tax ID (CNPJ); and
III - that meet at least one of the following requirements
a) declaration in its bylaws or amendment and use of innovative business models for the generation of products or services;
b) framing in the special tax regime Inova Simples.
4) The instruments of investment in innovation
The startups may admit capital contribution by individuals or legal entities, which may or may not result in equity participation in the startup, depending on the type of investment chosen by the parties.
The investor that invests capital in the startup:
I - will not be considered a partner or shareholder, nor will have management or voting rights in the company's administration, as per contractual agreement;
II - will not be liable for any debt of the company, including those under judicial reorganization;
III - shall not be liable with his private assets in case of disregard of the legal entity in civil and Labor Law matters;
IV - he shall not be jointly liable for tax debts; and
V - in other provisions concerning the disregard of the legal entity existing in the legislation in force.
The provisions of items II to V above do not apply to cases of malice, fraud, or simulation with the investor's involvement.
5) Experimental Regulatory Environment Programs (Regulatory SANDBOX)
The agencies and entities of the public administration with sectorial regulation competence may, individually or in collaboration, in the ambit of experimental regulatory environment programs (regulatory sandbox), exclude the incidence of rules under their competence in relation to the regulated entity or groups of regulated entities.
6) The Bidding
The public administration may contract individuals or companies, individually or in consortium, for the testing of innovative solutions developed by them or to be developed, with or without technological risk, through a special bidding process governed by this Supplementary Law.
This Supplementary Law goes into effect 90 days after its official publication.
Note: This article is informative and general in nature, and does not constitute legal advice for any specific operation or business. For any additional information, please contact us through the e-mail reginaldo@rastaxlaw.adv.br.
Total or partial reproduction is allowed provided the source is mentioned.
Credit: Wix Media
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