Each month, the team at TM is Associated with brings up a newsletter with topics that are essential to the success of your business. We discuss the practical and objective approach to the key features in Advisory, Litigation, Labor and Tax, can help you make safer decisions and strategies. Don’t miss out on this chance to transform information into a competitive advantage! 📩

Advisory

The exclusion from the Estate of the Framework for Corporate governance: Decision-making in the são paulo Reinforces the Need for Speed in a Business Succession

A succession of members, requires strategic planning and due diligence to ensure business continuity and to avoid legal risks. Most recently, 1st. the Chamber Reserved for the Corporate Law of the Court of Justice of São Paulo (são paulo), the decision regarding a case in point of the deletion of the estate of the corporate structure, providing important insights for managers.

Understand the nature of the case,

In the case of Abuse of the Instrument, no. 2306952-48.2024.8.26.0000, the RT was evaluated with the exclusion of a collection for more than 30 months of his tenure in the company. The agreement provided for the admission of the heirs, as the members were subjected to the action of the members left. On top of that, the company expressed its lack of interest in the residence of the successors of the member is deceased, acting on its inclusion.

However, the court suspended the effect of the resolution on the grounds that, for a long period of time, the company would have agreed to what the estate of the deceased in the corporate structure. During this time, the collection has exercised rights of the typical membership, participated in the meeting and to have received the information strategy, which stressed the theme of acceptance is implied.

The impact of the legal and business

The RT believes that, in the face of the long-term for the collection, deletion, you should see the formal investigation procedure laid down in article 1.085 of the Civil Code, ensuring that the broad right to a defence, and in compliance with the legal requirements. The case asserts that the delay in the onset of the members can be unwanted side effects, making it impractical for a shutdown, simplified.

The decision highlights the need for speed to the decision of whether or not they are of the past in order to avoid this kind of situation. If the company does not want to stay in the heirs to the corporate structure, you should take immediate action to document formally, its position and making sure that the deletion process is carried out with the safety requirements of legal certainty.

Recommendations in order to mitigate the risks

To avoid that the weight would stay the unintended successors spammers, it is recommended that the social contracts provide for a specific restrictions on the entry of heirs, such as partners, and when that is the intent of the founding fathers. In addition, you must comply with the following points:

• Registration and communicating effectively: The documentation of a decision of the partners, and their communication in a timely to the survivors is crucial in order to avoid litigation in the future.
• Resolution immediate succession: The manifestation of the members, it should be clear, timely, and avoiding claims of a tacit agreement;
• The formal procedures of the shutdown: If the estate of the deceased has been with the company for a long period of time, your exclusion, you must follow the rite of the formal provisions of the Civil Code;

As for the TM Members can assist you?

Our team of experts is prepared to assist businesses in the design of the succession to the company and the implementation of effective mechanisms to mitigate the risk of legal. 

We can support you in:

• Review and preparation of contracts for social and shareholders ‘ agreements;
• Legal strategies, for the exclusion of the shareholders, and assigns.
• Mediation of disputes between the heirs and fellow members remaining;
• The implementation of good practices in order to ensure safety and security procedures.

Proper estate planning ensures the stability of your business, and avoid unnecessary disputes. Get in touch with the TM is Associated with, and rely on our expertise to guide the process to safely, effectively and efficiently.

Litigation

The Importance of the Registration of the Trademark.

The branding and the name of the company, are valuable assets that make your products and services on the market. However, without the proper registration of your brand name you can be open to the copies of law, unfair competition law, and even to court cases. The registration of a trademark is an important step to ensure the uniqueness of use, and to ensure the protection of your business.

What is a brand?

A trade mark is a sign which identifies a product or service and differentiates you from your competitors. It can be composed with words, images, symbols, or any combination of these elements. According to the Law, the Industrial Property law (Law no. 9.279/96), a trademark gives the owner the exclusive right to use all over the country.

Why should I register my brand?
Trademark registration provides a number of benefits, including:

• Exclusive Legal Protection for the owner of the trademark is registered you can use it for in the sector corresponding to it, preventing any third party from using it inappropriately.
• The valuation of Business Enterprises, with the registered trademarks show more credibility in the market, which can make a difference.
• Protection against Unfair Competition – Prevents others from using names that are similar as to confuse customers, or to benefit from the reputation of your business.
• The facility is in Legal Actions, The registry provides legal support for the proprietor to oppose the use or misuse by any third party.
• The possibility of Expansion , With the signature, it is possible to exploit the opportunities for licensing of, and services.

In the process of the registration of the trademark

The application for registration of a trademark in Brazil is expected to be made next to the National Institute of Industrial Property (INPI), and there are a few simple steps:

1. Your search-feasibility and Feasibility
   Before making a request to the registry, it is essential to check whether the desired mark is already registered or if there is anything similar that might cause a hindrance. This can be done directly on the website of the conservatives, or with the help of an expert.
   The protocol of the Request in
   
   the Case of the research, indicate the feasibility study, the next step is to file the application for registration, the trademark office. In the process, including the choice of the classification of the brand, according to the Nice Classification, in addition to the payment of the application fees.
   
2. Examination of the Formal and the Substantive
   intellectual checks to see if the request meets legal requirements and to examine whether or not the trademark is to be registered, taking into account criteria such as distinctiveness and the lack of conflict with existing trademarks.
   
3. The publication and the Period from the Opposition,
   approved the formal examination, the application shall be published in the Journal of intellectual Property (RPI), the time during which a third party may lodge an opposition to the registration within a period of 60 days.
   
4. The decision and award of the Record,
   If there is no opposition, or if the company is able to fight it successfully, the pto granted the registration and issue the certificate of ownership of a trademark is valid for 10 years, renewable for successive terms.
   
5. Recommended action: that Companies need to adapt their practices and regulatory compliance, and enhance internal policies for the management of risk in order to mitigate any potential liabilities, labor, and consumeristas.

How to have a trademark registration successful

• Sign in to your brand-and how – Companies– that is delaying this process, you can tackle any future problems, such as lawsuits, and loss of identity in the market.
• Avoid generic or common use of The more distinctive it is, the name of the brand, the greater the likelihood of approval by the trademark office.
• Keep track of the publication of the application – The period of opposition is a critical step in the process, it is important to be aware of your potential claim.
• To renew your registration on time – every 10 years, it is necessary to renew the registration of the trademark, to keep you protected.
• Count with the help of specialist – An expert lawyer can help you in all stages, ensuring the safety of the procedure.

As the TM is Associated with can help you with?

The TM Associates, we provide full assistance to make sure that your brand is protected. Our team will assists you from the feasibility study up to the award of the record, including the defense in the case of the opposition, and the court.

Don’t let your brand be vulnerable! Get in touch with us, and to protect your most valuable assets.

[

Labor

SUPREME court: THE Carmen Lucia cassa TRT deny employment

The Minister of the Supreme Federal Court (STF) (STF), Carmen, Lucia, ruled in favour of a constitutional complaint lodged by the company in the forestry sector, which is challenging the decision made by the Regional Labor Court for the 9th circuit (TRT-9). In the said judgment, he had recognized the existence of an employment relationship between a director and the company, on the basis on the grounds that it would have been a fraud on the outsourcing of the provision of services to you.

The Fourth group of the Regional Labor Court of the 9th in the Region based their decision on the basis of the principle of the primacy of reality, which states that, in relation to employment, it is necessary to consider the reality of the facts, at the expense of a formal document. Thus, after a review of the evidence and a witness, the Court for Labor ruled that the provision of the service was personal, continuous, and subordinate to, the requirements defined in the employment relationship, which is why it has determined for the annulment of the contract for the provision of services entered into by and between the parties to it. In light of this decision, to be timber company filed an appeal to the SUPREME court, seeking to reform.

During the course of his judgment, the Carmen Lucia started the TRT-9, thus reinforcing the understanding of the legal outsourcing, also in relation to the activities of the company, subject to compliance with the principles of the constitution and the rights of workers. This decision re-affirms the possibility of the employment of sub-contractors for the implementation of the core activities of the business, strengthening the interpretation that the outsourcing does not constitute, by itself, a breach of the legislation in the labor market, provided they met all the regulatory requirements, and ensured the protection of workers involved in the provision of services to you.

The decisions of this nature to provide greater legal certainty for businesses and workers, and thus differing interpretations, which may lead to uncertainty in the market and work in the judicial branch.

CONCLUSION:

In view of the above it is evident that the decision of the Carmen Lúcia the SUPREME court has a significant impact on their business, it reinforces the legality of outsourcing, including activities, end-to-end, subject to the respect of the rights of the workers. It provides greater legal certainty in the application of this model to the hiring, reducing the risk of any labor claims are based on the assumption of automatic controls.

For businesses, this is the placement that minimizes the uncertainties about your company, and you might want to encourage a greater flexibility in the management of the workforce, and ensuring that contracts are entered into with the providers of the service are met. In addition to this, the decision to reduce the justiciability of the case, providing a more predictable environment for the labour market, in particular in relation to the outsourcing, and the legal status. 

Tax

Program Revenues Harmony: A New type of Relationship with the Taxpayer

The Federal Revenue of Brazil (RFB) has launched the Program on the Recipe Page, in a groundbreaking initiative aimed at the prevention of disputes with the tax and incentive to compliance with tax and customs duty. Published by means of the Decree RFB no. 467/2024, this approach represents a key milestone in the modernisation of the tax administration, while promoting increased certainty and transparency and dialogue with the tax authorities and tax-payers.

What is the Program of the Recipe the same page?

The Program is Revenue-Harmony is designed to encourage good practice on tax and offer a different approach to the taxpayers who meet the criteria for conformity set. In this way, the internal Revenue service seeks to reduce the litigation, tax, and provide mechanisms to avoid tax assessments, and to minimize the imposition of penalties and interest on salary.

The proposal is part of the model is in compliance, the tax was recommended by the Organization for Economic Cooperation and Development (OECD), which encourages the relationship further collaboration between the fiscos, and the tax-payers. Countries such as the United Kingdom, Australia, and Chile are already implementing similar systems, which are based on the credit of tax compliance.

The pillars of the Program

The Tune is based on the following principles:

• Good faith and transparency, and Encouraging two-way trust between the tax authority and the taxpayer;
• The prevention of disputes, Reduction of the dispute to the administrative and the judicial, through the consensus of directors;
• The rating of the conformity Assessment, the objective of the taxpayer, as the fulfillment of tax obligations;
• The benefits to the taxpayer concerned – given priority in the review of claims for refunds, reimbursements and refunds of federal taxes, in addition to preferential treatment in the service of the irs.

They were created by programs for the preparation of the a-pillar to the compliance of the RFB: 

• The program to encourage Compliance with Tax Program Revenue-Tuning);
• Compliance program, the Cooperative’s Fiscal Programme, the Trust); and
• The Brazilian program for the Economic Operator to the Authorized Program (OAS).
  

What are the changes to the industry?

The contributors, who have a high rate of compliance to be able to take advantage of the significant benefits can be achieved in the operations carried out in the context of tax reform, such as:

• Shorter lead-times for a refund of the tax credit (art. 39 (3), III, LC 214/25);
• The lower complexity of transactions between related parties (art. 5, paragraph 7 of the LC 214/25); 
• The suspension of payment (art. 76, paragraph 3, of the LC 214/25). 
• The prioritization in the service of the irs; and
• The ease in obtaining birth certificates on the financial statements.

In addition, the program fosters a culture of autorregularização, and encouraging the companies to correct for any differences in tax and without the need for audits and assessments.

As the TM is Associated with can help you with?

The team is a tax on the TM Members are ready to focus their company on the adequacy of the criteria for the Programme on the Recipe Page, ensuring that the frame right under the guidelines of the internal Revenue service by assisting in the prevention of risks in the financial statements.

If your company would like to better understand the impact of this new regulation, and how to be prepared in order to maximize your benefits, please contact us to schedule a personal meeting.