Companies grow faster than their structure. The articles written at founding, verbal agreements between partners and the mix of family and company assets work as long as nothing changes. When an investor, a significant credit request or a succession arrives, structure becomes the main topic.
01
The agreement nobody wrote
Many corporate disputes start with matters everyone assumed were settled: how decisions are made, who can sell their stake, what happens if a partner leaves, dies or stops working in the business. Brazil's Corporations Law expressly recognizes shareholder agreements; in limited liability companies, the articles and partner agreements play a similar role.
- Decision rules and matters that require a qualified quorum.
- Right of first refusal, tag along and drag along.
- Exit, death, incapacity and the valuation method for stakes.
Structuring under pressure is expensive. Done earlier, the same structure is a management decision.
02
Governance at the right size
Governance does not require a listed company's structure. For many family and mid-sized businesses, an advisory board with independent members, a meeting calendar with agendas and minutes, and a minimum set of management reports already change the quality of decisions.
The IBGC Code of Best Practices of Corporate Governance is a good reference for sizing that path. The goal is not to tick a list, but to make decisions traceable for those who were not in the room, whether a new partner, a bank or an heir.
03
Family assets, company assets
Separating personal and business assets protects both sides. Well-designed holding companies organize ownership, ease succession and reduce conflict. Poorly designed ones only move the problem to another legal entity.
The Tax Reform reaches this topic too: Constitutional Amendment 132/2023 made the rates of ITCMD, the state tax on inheritance and gifts, progressive. Succession plans made under the old rules deserve a review.
04
The best time is before you need it
Structuring under pressure is expensive. When the investor is already at the table or succession has already begun, every adjustment becomes a negotiation. Done earlier, the same structure is a management decision, made with time and alternatives.
A simple question helps to start: what happens to the company if the main partner is away for six months? If the answer depends on verbal agreements, the structure has not kept up with growth.
Practical conclusion
- 01Put in writing what partners have only agreed verbally.
- 02Size governance to the company, focusing on traceable decisions.
- 03Review holding companies and succession plans in light of progressive ITCMD.
MOXS Empresarial
Editorial team
Sources
- 1.Law No. 6,404/1976 (Brazilian Corporations Law), art. 118.
- 2.Law No. 10,406/2002 (Civil Code), Book II: Business Law.
- 3.IBGC. Code of Best Practices of Corporate Governance, 6th edition, 2023.
- 4.Constitutional Amendment No. 132/2023 (progressive ITCMD).
