Newsletter | MAY 2025

Every month, the TM Associados team brings a newsletter with essential topics for the success of your business. We address in a practical and objective way the main highlights in Advisory, Litigation, Labor and Tax, helping you to make safer and more strategic decisions. Don’t miss this opportunity to turn information into competitive advantage! 📩

Advisory

Santa Catarina Court Recognizes Succession of Partner in Debt of Company Dissolved by Voluntary Liquidation: Important Alert for Corporate Restructurings

The Santa Catarina State Court of Justice (TJSC), in a decision by the Fourth Chamber of Commercial Law, recognized the liability of a former partner of a company dissolved by voluntary liquidation, pursuant to article 1.003, sole paragraph, of the Brazilian Civil Code. The panel held that there was business succession, even with the formal extinction of the legal entity.

Understanding the Case:

The dispute involved a debtor company that was dissolved through voluntary liquidation—that is, without bankruptcy or judicial dissolution—and the creditors’ attempt to hold the former partner personally liable for the remaining debts.

The trial court had dismissed the case, arguing that the partner was not liable for the company’s debt. However, the TJSC overturned the decision, ruling that voluntary dissolution does not exempt partners from subsidiary liability when the business activity continues under their name or under another company they control.

The Court Ruling: Reinforcing the Scope of Asset Liability

The reporting judge, Justice Luiz Zanelato, emphasized:
“If the company is dissolved, but the activity continues through the partners or related third parties, there is business succession and, therefore, the assets of those responsible may be held liable for the obligations of the extinguished entity.”

The TJSC’s decision is especially relevant for corporate reorganization transactions, voluntary liquidations, and the winding-up of companies with outstanding liabilities.

Implications for Business Reorganizations:

The precedent calls for heightened attention to company dissolution processes, especially when:

• Debts remain unpaid at the time of liquidation;
• Business activities are continued by former partners, directly or indirectly;
• There is continuity of clients, assets, or operational structure, characterizing succession.

The ruling reaffirms that the method of dissolution does not eliminate the risk of partners being held liable—especially when there is evidence of abuse, fraud against creditors, or disguised continuity of business operations.

How Can TM Associados Help?

Our advisory and corporate teams are prepared to provide technical and strategic support in:

• Legal analysis of company dissolution and liquidation;
• Risk mitigation in restructurings and reorganizations;
• Structuring lawful asset protection measures based on current law and case law.

Legal security in business decisions requires qualified legal counsel. Rely on TM Associados to ensure compliance and peace of mind in your strategic moves.

Litigation

Dispute Over the Trademark “Ainda Estou Aqui” at the INPI
Topic: Name of the Oscar-winning film is the subject of dispute at the INPI

The phrase “Ainda Estou Aqui,” made famous by the film that won the 2025 Oscar for Best International Feature Film, has become the center of a significant dispute at Brazil’s National Institute of Industrial Property (INPI). The controversy involves two very different parties: the traditional production company Videofilmes, a benchmark in the Brazilian audiovisual sector, and attorney João Paulo Gaia Duarte, from Maceió (AL), who works in the field of talent representation and marketing.

The legal battle centers on the ownership and exclusive usage rights of the phrase as a registered trademark in distinct economic segments, but with potential audience and cultural overlap.

The Producer’s Position

In August 2024, Videofilmes—founded by filmmakers Walter Salles and João Moreira Salles—filed a request to register the trademark “Ainda Estou Aqui” with the INPI, linking it to a film production based on the autobiography of Marcelo Rubens Paiva. The producer argues that the trademark carries strong symbolic meaning and identification with the audiovisual project, having been used since the early stages of production.

The Law Office’s Position

A few months later, attorney João Paulo Gaia Duarte filed a request to register the same trademark, but for use in services related to talent management, advertising, and marketing. He maintains that the mark has legitimate applicability in the context of his professional activities, which are distinct from Videofilmes’ audiovisual endeavors.

Formal Opposition and INPI Proceedings

The duplicate filing led Videofilmes to submit a formal administrative opposition in February 2025, just days before the Oscars ceremony. As a result, the case entered a technical review phase, which may take up to 15 months based on the average timeline for trademark opposition procedures in Brazil.

During this period, neither application may be approved definitively, and both must await a technical decision on ownership and usage scope.

What’s at Stake?

The INPI’s decision will be crucial in determining:

• Who will be allowed to commercially exploit the “Ainda Estou Aqui” trademark;
• In which economic sectors the name may be used;
• Whether coexistence under regulated terms will be allowed, or if only one party may obtain exclusive rights.

The case draws attention not only because of the international prestige of the film but also due to the potential implications for future actions involving trademarks linked to cultural productions. The INPI’s decision will be key to setting boundaries between technical trademark registration and symbolic usage derived from artistic works—highlighting a point of tension between the worlds of art and business law.

Labor Law

WORKER’S CREDIT: NEW LOAN MODALITY WITH FGTS GUARANTEE REGULATED BY THE FEDERAL GOVERNMENT

On March 21, 2025, the federal government officially launched the Worker’s Credit program, established by Provisional Measure No. 1.292/2025. It creates a new type of payroll loan for workers with formal employment contracts. This initiative allows the use of up to 10% of the FGTS balance and 100% of the termination fine as collateral for obtaining credit, aiming to expand access to financing and reduce interest rates charged by financial institutions.

The loan can be contracted digitally via the Digital Work Card app or directly with authorized banks, ensuring greater convenience for formally employed workers. Installments will be deducted directly from the payroll, respecting the limit of 35% of monthly income.

In cases of dismissal without cause, the bank may use the FGTS guarantee to settle the outstanding loan balance, providing greater security for financial institutions and reducing the risk of default. As a result, workers will have access to credit lines with lower interest rates than conventional personal loans.

However, opting for a payroll loan backed by the FGTS imposes important ancillary obligations on companies. Based on financial institution data or through cross-referencing eSocial information, the company may be notified that employees have contracted a payroll loan using Future FGTS.

This requires the company to report the event “Future FGTS Information” in eSocial, as well as to collect, via the FGTS Digital guide, the installments linked to loan amortization. Failing to fulfill or delaying these obligations may result in fines for non-compliance and penalties for non-payment of FGTS.

Thus, it is essential that companies access the FGTS Digital portal, verify data with their employees, update eSocial according to guidelines, and make payments by the 20th day of the month following the reference period, avoiding tax assessments and operational losses.

CONCLUSION
The government program creates new legal obligations for companies, requiring special attention from human resources, accounting, and labor-legal departments.

Proper eSocial reporting, collection via FGTS Digital, and data verification are essential measures to ensure legal compliance and avoid penalties. Ongoing monitoring of workers’ loan contracts and the adoption of sound operational practices are therefore essential for efficient management of this new scenario.

Tax

PLPs No. 16/2025 and 63/2025: Stay Informed on Key Bills That Will Impact the Current Tax Reform Scenario

With the enactment of Constitutional Amendment No. 132/2023 in December 2023, Brazil is moving toward a new logic of consumption taxation. The proposal replaces traditional taxes – ICMS, ISS, PIS, COFINS, and part of IPI – with three new ones: the Goods and Services Tax (IBS), the Contribution on Goods and Services (CBS), and the Selective Tax (IS).

Although the model is still being regulated, there are significant uncertainties regarding how the new taxes will be applied, particularly concerning the tax base and crediting system. In this context, Complementary Law Bills (PLPs) No. 16/2025 and No. 63/2025 gain prominence by bringing important developments on these definitions.

PLP No. 16/2025: Clearer Delineation of Tax Bases

PLP No. 16/2025 aims to eliminate distortions related to the composition of the tax bases of the new taxes. Although CA No. 132/2023 already provides for a “tax-exclusive” calculation method for IBS and CBS, doubts have arisen regarding whether ICMS, ISS, and IPI should be included in their bases, and vice versa.

The proposal amends the Kandir Law and Complementary Law No. 214/2025 to clarify that:

• IBS and CBS will not be included in the tax bases of ICMS, ISS, and IPI;
• ICMS, ISS, and IPI will also not be included in the bases of IBS and CBS.

By eliminating tax overlap, the bill strengthens tax transparency, preventing practices that artificially increase the tax burden—such as the “tax-inclusive” ICMS model, which concealed the real tax value from consumers. The measure is essential for coherence and predictability in the new system.

Current Status of Proceedings:

• Submitted on February 6, 2025, by Representative Gilson Marques (NOVO/SC) and others;
• On February 17, 2025, referred to the Finance and Taxation Committee (CFT) and the Constitution and Justice Committee (CCJC);
• On April 4, 2025, Representative Mauro Benevides Filho (PDT-CE) was appointed as the rapporteur in the CFT;
• The bill is currently awaiting the rapporteur’s opinion in the CFT.

PLP No. 63/2025: Balance for the Services Sector?

The services sector is expected to be one of the most impacted by the new taxation model. Despite the promise of non-cumulativity, service providers generally make few purchases eligible for credits, which would result in a proportionally higher tax burden.

To mitigate this, PLP No. 63/2025 proposes a presumed credit of 60% of the CBS rate for service providers. The measure seeks to ensure greater equity among economic sectors, balancing the rules for calculating the contribution.

Considering that the service sector represents about 70% of Brazil’s GDP and is a major employer, the approval of this bill is seen as strategic for the sector’s competitiveness and economic sustainability.

Current Status of Proceedings:

• Submitted on March 17, 2025, by Senator Laércio Oliveira (PP/SE);
• On the same day, it was registered and published in the Federal Senate Journal;
• The bill is currently awaiting assignment to committees by the President of the Senate.

How Can TM Associados Help?

TM Associados operates strategically in the legal and tax advisory of its clients, offering:

• Specialized technical analysis of the Tax Reform;
• Preventive risk assessments;
• Practical and customized recommendations for adapting to the new rules.

We are available to support your company during this tax transition and adjustment process.