CONSTITUTION OF CORPORATIONS

Our primary focus is to provide expert legal advice to corporations, whether domestic or foreign wishing to establish themselves in Brazil.

Constitution and Structuring of Corporations
Preparation and Analysis of Shareholder Agreement.
The Meeting of the Board of Directors of the Company.
The Quorum necessary to instate the Board Of Directors Meeting        and Its form of representation.

Structuring the Area Of Compliance and Legal Related Matters.

• Corporate Governance And Its Practices
  
• The Fiscal Council and its rules for the implementation and the        establishment of substantive laws and procedural rules, as well as        the rules concerning the call, instatement and operation.
• Consultancy On Corporate Procedures, With The Drawing Up Of        Minutes, Articles Of Association, Contracts Or Statutory Alterations.
  
  
• Convening General Meetings
  
• Quorum and Participation in Meetings and its legal aspects of         intrinsic and extrinsic nature, advising on the drafting of the minutes         of meetings, legal and statutory greetings, orientation towards the         operational requirements of the Brazilian Boards of Trade and         associated publications, and (CVM) Securities and Exchange         Commission of Brazil, Financial Institutions, and etc.
  
  
• In addition, we provide guidelines for publications and advisory        services at the close of the financial statements and their inherent        peculiarities, such as:
  
  

	Balance Sheet, Statement of Income , Statement of Cash Flows and Other Pertinent Statements and its legal aspects;
	Proposed Allocation of Income;
	Legal Reserve Statutory Reserve, Reserve for Contingencies , Tax Incentive Reserve and peculiarities;
	Retained Earnings , Reserve of Unrealized Profit, Limit Constitution Reserves and of Retained Earnings, Balance Limit of Revenue Reserves.
	Issuance of Shares , subscription lists , Calculation of Distribution of dividends Mandatory , Statutory and Interim Dividends and Other Reserves;
	Goodwill or Negative Goodwill and its implications , evaluation criteria of assets;;

Evaluation of Investments in Affiliates and Subsidiaries and equity        interests;

• The legislation governing limited liability companies ( the new Brazilian Civil Code, Law 10.406/2002 ) does not establish specific rules for the allocation of income of the company , unlike the Corporations that have paid dividends governed by arts . 201-205 of the Corporations Law ( Law 6.404/76 ) and other subsequent regulations.

Depending on the Format Business and of the type of company constituted under the correct way, the   establishment of corporate contracts or statutes, normally, they do not create rules for the payment of dividends and, concomitantly, allows choosing the Corporations Law as supplementary diploma regency, thus validating the provisions of the latter to the subject and, therefore, at least half of the adjusted net income should be distributed among the partners at the end of the financial year (Article 202 of the Law of S / A).