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

ETJSC recognize the succession of a member of the debt of the company is terminated by the voluntary winding-up alerts you to important corporate restructuring

The Court of Justice of Santa Catarina (TJSC) recognized in the decision of the Fourth board of the company Law, the liability of the former owner of the company is terminated by the voluntary winding-up in accordance with article 1.003, sole paragraph, of the Civil Code. The board found that there was a succession of the business, even with the abolition of formal legal entity.

Understand the nature of the case:

The discussion took the form of a company, the debt was extinguished by a voluntary winding-up, that is, without any petition in bankruptcy or judicial liquidation, and that the attempt of the creditors that he has an ex-partner for the debts remaining.

In the opinion of the first degree, was liquidated in the process, on the basis of the absence of liability of a partner for the debt of the company. However, the TJSC reformed the decision-making by recognizing that the extinction of the voluntary does not mean that all the members of your liability company, when the established continuity of the company’s business in its own name or through another subsidiary.

The decision of the court: the improvement of the scope of the liability

The reporter, mr. Luiz Zanelato, pointed out that “If the company is wound up, but it’s an activity that is continued by the partners or a third-party account, there is a succession of the business and, therefore, it is the heritage of the people responsible can be held liable for the obligations of the former.”

The decision of the TJSC is of particular importance to the operations of a corporate reorganization, liquidation, voluntary, and the closure of companies with liabilities that are outstanding.

The implications for the reorganization of business:

The former indicates the increased focus on the process of the extinction of the companies, especially when you:

Staying in debt is not paid in full at the time of the settlement,
The company’s activity is kept up by the ex-owners, either directly or indirectly,
There is a continuum of clients, assets or operational structure, and establishing the succession.

In the case-law, it was reaffirmed that the way to extinction, it does not eliminate the risk of the liability of the partners, especially if there is evidence of abuse, and fraud of creditors, or the continuity in disguise for the business.

As for the TM Members can assist you?

Our team of advisory and corporate governance that is able to provide you with technical support, and policy:
a legal Analysis of the winding up and dissolution of companies;
the Mitigation of the risks, restructuring and corporate reorganization;
structure or property which may be lawful on the basis of law and jurisprudence, and the present.

The decisions of business requires a legal technician. You can count on the TM Members to ensure the peace, and in compliance with your strategic moves.

Litigation

The race for the Brand’s “I’m Still Here” at the INPI (
Subject: Name of the film is the winner of the academy award-it has been the subject of dispute, at the INPI

The expression, “I’m Still Here,” he consecrated for the film, which won the academy award for Best International Film by the year 2025, it has become the center of a major dispute at the National Institute of Industrial Property (INPI). The dispute is between two parties, of profiles with very different to a traditional producer, Videofilmes, a reference in the audio-visual sector in brazil, and the lawyer Jean-Paul, Gaia, Born from Maceió (AL), which is active in the agency as art and marketing.

The legal battle centers around the title, and the right to the exclusive use of the phrase as a trademark in the industries are different, but with the possible to the intersection of the public and the scope of culture.

The Position of the Producer

In August, 2024, the Videofilmes — founded by directors Walter Salles and João Moreira Salles — filed the application for registration of the trademark “I’m Still Here”, in BRAZIL, in relation to the production of the film is based on the memoir by Marcelo Rubens Paiva. The company argues that the brand has a strong load-symbolic identification with the video project, has been in use since the early stages of production.

The Position is in the Office

A few months later, the lawyer, Jean-Paul, Gaia, Born filed the application for registration of the same mark, but for the use of services of the agency and the artistic advertising and marketing. He maintained that the mark has applicability to a legitimate within the context of their professional activity, as distinct from the activity of audiovisual Videofilmes.

The opposition to the Formal and the Application must be submitted to INPI

The double drove in the Videofilmes to show opposition to the administrative-formal, in February, in the year 2025, a few days before the Oscars. This way, the process is entered at the stage of technical analysis, which can last up to 15 months, according to the average period provided for objection procedures marcária in Brazil.

During this period, but none of the applications can be approved in a final, therefore it is necessary to wait for a decision-making technique for the definition of the title and the scope of its use.

What’s at stake?

The decision by the patent office, will be crucial to determine the following:

One who may be able to exploit commercially, for the brand’s “I’m Still Here.”;
In which industries is the name you can be used,
and If there will be a space for the co-existence of a regulated, or if one of the parties may be able to get the exclusive.

The case draws the attention of not only the context of the international recognition of that work, as well as for the reflections, which may result in further action involving the tags related to cultural production. The decision by the patent office will be instrumental in defining the boundaries of the record, the technical mark and it is the use of the symbolic derivative of works of art, marking a point of tension between the two worlds of art and business law.

Labor

CREDIT TO THE CREDIT OF THE EMPLOYEE: A NEW TYPE OF LOAN WITH THE GUARANTEE OF THE GOVERNMENTAL PROCESS IS REGULATED BY THE FEDERAL GOVERNMENT 

The federal government has officially launched on the 21st day of march, in the year 2025, the program for the Credit of the Employee, which was established by the Provisional Measure no. 1.292/by 2025, creating a form of a loan guaranteed-facing employees with a registered employee. This initiative allows you to use up to 10% of the outstanding amount of the SEVERANCE, and 100% of the fines as collateral to obtain the loan, with the aim of increasing access to finance and reduce the rate of interest charged by the financial institution.

The loan can be made online, via the app, Portfolio of Work in the Digital or the authorized banks, which gives more convenience to the employee form. The amounts will be deducted directly from the payroll system, in compliance with the out-of-the 35% of your monthly earnings.

In the event of a termination of employment without cause, the bank will be able to make use of the warranty, from the GOVERNMENTAL to pay off the outstanding balance of the loan, providing greater security for financial institutions to reduce the risk of non-payment. As a result, the workers can have access to lines of credit with interest rates lower than what is on the personal loan to conventional.

However, with the accession of credit, loans with a guarantee of SEVERANCE impose other obligations which are relevant for the business. On the basis of data from financial institutions or, at the intersection of information, do eSocial, the company may be notified in writing that the employee was hired credit loans, with the use of the SEVERANCE Future. 

It requires you to register for the event, the “SEVERANCE Future,” the eSocial, as well as the pick-up, via the tab to the SEVERANCE of the Digital, of the shares related to the repayment of the loan. The failure or delay of such obligations may result in a fine for the breach of an obligation than an accessory-and the penalties for lack of payment of the SEVERANCE.

In this way, it is imperative that companies look for the portal to SEVERANCE a Digital scan data with your staff, upgrade to the eSocial according to the guidelines, and make payments to the 20th day of the month subsequent to the competence of avoiding tax assessments, and operational losses.

CONCLUSION

On the program, the government creates new legal obligations for companies requiring special attention in the areas of human resources, bookkeeping, accounting, and legal and labor. 

Its right on the eSocial collection via the SEVERANCE of the Digital and the processing of data are the fundamental measures to ensure the compliance with the law and avoid penalties. The continuous monitoring of the contracts entered into by the employees, and the adoption of best operating practices, they have become so essential to the effective management of this new situation.out!

Tax

Pbps no 16/2025 and 63/2025: Stay up to date on the major bills that will have an impact on the current scenario of the Tax Reform 

With the passage of the Constitutional Amendment 132/2023, in December 2023, Brazil, moves to a new way of consumption taxes. The proposal replaces the tax-traditional – ICMS, ISS, PIS, COFINS, and part of the early childhood intervention for three of the new Tax, the Goods and Services (LBS), the Contribution of Goods and Services (CBS), and the duty Selection (S).

Even though the model is in the process of being regulated, there are still some doubts regarding the manner of the impact of the new tax, in particular, on the basis of the calculation, and the system of credit. Against this backdrop, get spotlight Projects by the Law Supplement (Pbps) no 16/2025, and no 63/2025, which brings significant advances to these settings.

The PLP no. 16/2025: the Highest specification on the basis of the calculation

The PLP no. 16/2025 aims to dispel the distortions are related to the composition of the basis for the calculation of the new tax. Although the EC number 132/2023 already provides for the calculation of out-of IBS and CBS, questions have arisen as to the inclusion of the ICMS, ISS is regularly on the bases, and vice-versa.

The proposed changes to the Law, Kandir, and the Complementary Law no. 214/2025 to make it clear to you that:

• IBS and CBS, will not be included in the basis for calculating the tax, the ISS regularly;
• ICMS, ISS, and the ECI also, don’t make up the foundation of IBS and CBS.

To eliminate the overlapping of taxes, the project enhances the transparency of the tax, thereby preventing practices that increase, artificially, the tax burden – as was the case with the model in the VAT, which has concealed the actual amount of the tax to the consumer. To the extent that is essential for the consistency and predictability of the system.

The current status of the procedure:

• Submitted on 6 February, in the year 2025, by Mr Gilson Marques (NEW SC), and others.
• On the 17th of February, in the year 2025, it was referred to the Committees on Finance and Tax (CFT), and of the Constitution, Justice and Citizenship (CCJC).
• On the 4th of April, in the year 2025, Mr Mauro Benevides Filho (PDT-CE) was appointed rapporteur for the CFT.
• Currently, the project is awaiting the opinion of the special rapporteur on the CFT.

The PLP no. 63/2025 Balance for the family?

The service sector tends to be one of the most affected by the new tax. In spite of the promise of the non-cumulative nature, our service providers, in general, to carry out a few purchases subject to credit, which would result in tax increases proportionately higher.

In order to mitigate this effect, the PLP no. 63/2025 proposes the extension of credit is assumed to 60% of the rate of the guard for the providers of those services. The measure is designed to ensure the greatest protection of all sectors of the economy, balancing the rules for the calculation of the contribution.

Whereas, the service sector accounts for nearly 70% of the national GDP, and it is relevant to generate employment, the approval of the project, it is considered to be of strategic importance to the competitiveness and sustainability of the industry.

The current status of the procedure:

• Presented at the 17th of march, in the year 2025, by Senator Laércio de Oliveira (SP/SS).
• On the same day he was booked and sent for publication in the Journal of the Senate of the Federal government.
• Currently, the project is awaiting clearance from the President of the Senate, and to the definition of the committees that will consider.

As the TM is Associated with can help you with?

The TM is Associated with active, strategic advisory services, legal, tax to their customers, by offering:

• The analysis of technical expertise on Tax Reform;
• Diagnostics, prevention of hazards.
• Practical advice and customized to adapt to the new rules.

We’ll be happy to assist your company in the process of transition, and the adequacy of the tax.