On September 20, the Official Journal of the Union was published in Federal Law 13,874 / 2019, in which provisional measure 881/2019 was converted established the Declaration of Rights and Economic Freedom. The text of the law was sanctioned by the President of the Republic Jair Bolsonaro with five vetos, who were maintained by the National Congress on Tuesday (24).
The new law has its main objectives to meet market longing for (i) reduction of bureaucratic frameworks in structuring and implementation of business; (ii) institution of duty to regulatory bodies that isonomic treatment be dismissed to the various economic agents; and (iii) provide greater legal certainty for trade relations between the Brazil's business environment, in order to encourage national development and economic growth.
- reaffirms the principle of patrimonial separation, establishing as its foundation the relation of consideration between risk limitation to entrepreneur and society, such as encouraging , the generation of jobs, collection of taxes, income and innovation;
- Restricts the implementation of the Institute of Legal Personality to reach administrators or members benefited directly or indirectly for the abusive use of the company;
- establishes legal definition of the hypotheses of diversion of purpose and patrimonial confusion, for the purpose of implementing the disregard of legal personality, in order to reduce discretion in the application of the Institute and bring greater legal certainty to relationships;
- Veda the application of the disregard of legal personality by mere economic group existence;
- Dispenses from obtaining the operating license the ventures that perform low risk economic activity;
- ensure the isonomic treatment in the analysis of acts of release of economic activity, by bodies and entities of public administration;
- stipulates the right to information on the maximum term of analysis of the request for economic activity, and tacit approval is instituted, in case of noncompliance of the deadline; / span>
- ensures the presumption of good faith in the analysis of the acts practiced in the exercise of economic activity;
- institute chapter of the civil code giving legal discipline to investment funds;
- reaffirms the application of the limitation of liability to the figure of the individual limited liability company ("eireli"), except cases of fraud.
Carpena Advogados is available to evaluate impacts and clarify doubts about the new law.
