Debate on Reforming Business Law in São Paulo - Key Perspectives

Introduction

The ongoing debate on the reform of business law in São Paulo is crucial for entrepreneurs. The commission appointed by the Federal Senate is working diligently to update the Civil Code and address the challenges of anachronistic elements and legal uncertainties.

Debate on Reform of Business Law

• The debate focuses on the reform of business law in São Paulo and the potential impact on the legal framework for entrepreneurs.

• The commission, appointed by the Federal Senate, aims to update the Civil Code to reflect the changes in society, technology, and jurisprudence over the years.

• Key members of the commission include Dr. Daniel Carne Costa, Professor Marcos Elides Michele de Almeida, and Dr. Tatiana Dratovsky Sister, each bringing significant expertise to the table.

• The commission’s philosophy is to build on the strengths of the existing Civil Code while addressing the challenges of anachronistic elements and legal uncertainties.

• They also prioritize open communication with stakeholders and welcome suggestions from the business law community to ensure a comprehensive and effective reform.

Reforming Business Law for Modernization and Simplification

• The commission is working on a comprehensive reform of the Civil Code, aiming to modernize and simplify the business law.

• The reform process involves subcommittees, general rapporteurs, and plenary sessions for voting on all proposed changes, ensuring a democratic and broad procedure.

• The primary objective of the reform is to create a more favorable environment for business activities with less bureaucracy.

• The focus is on modernizing the concept of company characterization, adjusting the discipline and interpretation of corporate business, and streamlining company registration processes.

• The discussions also address the issue of virtual establishments, elimination of obsolete corporate models, and reinforcement of private autonomy in business contracts.

• The goal is to establish clearer rules that provide legal security and predictability for the market, meeting the needs of modern business practices.

Key Points on Business Law and Corporate Structures

• There is a consensus to maintain the use of a simple society as it has widespread economic function and the differentiation in its regulation is expected to continue.

• The focus is on modernizing and simplifying the regulation of cooperatives, reflecting on the principles of free competition and less state intervention in business activity.

• The importance of maintaining the corporate type ‘company on a participation account’ is highlighted, as it plays a crucial role in the financing of large projects in the real estate and construction sectors.

• Clarity and defined criteria in the calculation of assets during corporate issues are emphasized to address legal uncertainties and potential injustices.

• The need for a clear concept of a company is mentioned, aiming to establish a precise understanding without changing the underlying principles.

Discussion on Business Law Reform and Civil Code

• The discussion revolves around the reform of the Civil Code and its impact on business contracts as the main focus of the IASP Business Law committee’s first meeting.

• Dr. Tatiana emphasized the need to update the Civil Code in a surgical way to address the useful aspects for modernizing the legal system, particularly in relation to business contracts and their impact on the relationship between businesspeople.

• There is a focus on the contractual aspects, such as the relevance of the pacta sunt servanda principle and the application of foreign governing law in cross-border contracts.

• The committee is also examining the impact of proposed changes on the legal market in Brazil, including issues related to the application of foreign law and the forum law in business contracts.

• Dr. Daniel expressed confidence in the committee’s discussions and highlighted the need for further debate and suggestions, particularly from practitioners who have a practical understanding of the consequences of these changes.

• The possibility of extending the use of judicial recovery to non-business companies, such as civil associations, was discussed, but there is a cautious approach given the need to avoid further complicating the legislative process.

• There are also considerations about the impact on the legal market and the role of different corporate types, including smaller corporate models like limited partnerships and individual entrepreneurs.

Insights into Business Law Reform Discussion

• The discussion revolves around the business law reform, particularly in relation to limited partnerships and legal entities managing the limited company.

• There is a strong emphasis on professionalizing management within the limited company structure to streamline operations.

• The need for a more precise definition of the concept of a company is highlighted, aiming to address the application of the regime and related legislation.

• The discussion also delves into the complexities of preferences in limited partnerships and the implications of voting rights.

• Concerns about the impact of the digital age on business law are raised, emphasizing the need for careful and thoughtful consideration of potential risks and benefits.

• The approach to the reform is described as conservative in the context of company law, focusing on consolidation and minor updates, while being open to innovative changes in other areas of law.

Conclusion

The reform of business law in São Paulo holds great significance for entrepreneurs. It aims to create a more favorable environment for business activities with less bureaucracy and ensure legal security and predictability for the market. Stay tuned for further updates on this essential reform.

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