Legal Framework for Startups is approved by the Chamber and goes to sanction | Legislation

The Chamber of Deputies approved with amendments the project that provides for the creation of the Legal Framework for Startups. The proposal foresees different rules for micro and small companies that operate with innovation. As it had already been approved in the Senate, the measure now goes for presidential sanction.

Chamber approved legal framework for startups (Image: Najara Araujo / Chamber of Deputies)

The complementary bill 146/2019 passed the Chamber with seven amendments in relation to the text approved in the Senate. He foresees changes to attract investments for startups. According to the text, the group includes companies and cooperative societies that operate in innovation applied to products, services or business models.

To be included in the new rules, startups must have up to R $ 16 million in gross revenue in the previous year and have up to 10 years of enrollment in the CNPJ (National Register of Legal Entities). Companies must also declare in a constitutive act the use of innovative business models or participate in Inova Simples, a special regime for companies with annual gross revenue of up to R $ 4.8 million.

Investments in startups

The bill allows startups to receive money from investors even if they are not included in the share capital or in company decisions. Investment-related agreements may provide for future stock purchases or the redemption of securities issued by the beneficiary, for example.

In investments made by individuals or legal entities, investors will be considered quota holders or shareholders only if the amount is converted into equity interest. To ensure legal certainty, the project provides that investors will not be responsible for the company’s debts, except in the case of fraud, fraud or investment simulation.

Startups may also receive investments from equity funds or equity investment funds, such as seed capital. These values ​​may be applied by companies that have investment obligations in research and innovation, as in the telecommunications and oil sectors.

Flexible regulatory environment

The bill also provides for the so-called sandbox regulatory, an experimental model in which startups have more freedom to explore innovations. Companies may ask agencies in their areas, such as Anatel and Anvisa, to temporarily suspend certain rules in order to achieve more freedom of action.

Municipalities are responsible for defining selection criteria for startups at the sandbox regulatory framework, as well as the rules that could be suspended and the duration of the special regime.

Anatel (Image: Disclosure)

Project foresees suspension of certain rules of agencies such as Anatel (Image: Disclosure)

Legal Framework for Startups goes to sanction

The bill also stipulates that the angel investor will be able to participate in decisions by startups in an advisory manner. The author for the investment will also have the right to analyze accounts, inventory, balance sheets, accounting books and the company’s cash position.

The Chamber passed seven amendments that change the version passed in the Senate. Among them is the one that removes the possibility for employees of startups to receive part of the salary as an option to buy shares. In this model, professionals would have a lower effective remuneration that would be compensated with future actions.

As the text initially came from the Chamber, the new revision made by the deputies on the text approved in the Senate is the definitive one in Congress. Now, the bill that creates the Legal Framework for Startups goes to the sanction of President Jair Bolsonaro.

With information: Chamber of Deputies.

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