Fone / Phone: 55 11 4586-4804

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Welcome to Busanelli Advogados Associados

Experience. Respect. Results.

When you hire Busanelli Advogados Associados, you are receiving more than professional representation. Whatever your needs or legal questions, Busanelli Advogados Associados can help you. Our partners and associate attorneys are committed to excellence and have successfully represented our clients over more then 20 years.

 
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Busanelli Advogados Associados

Focused primarily on the business sector, Busanelli Advogados Associados intends to implement a wide and differentiated advisory to companies, entities and entrepreneurs in general, with the purpose of providing them with greater security in their transactions, always focusing on the ethics and quality of services provided.


 Assuring the ease access and, as possible, prompt response to requests, at Busanelli Advogados Associados, all customers are preferential.


Among the wide range of services offered, we highlight the out-of-court assistance in commercial transactions, national or international, either through analysis and drafting of contracts and opinions in general, or through planning studies and corporate reorganization, tributary and labor planning, as well as  litigation, through arbitration or judicial proceedings, through the interests preservation from tributary litigation, labor, civil, commercial and corporate nature.

 

Areas of Practice

In general terms, the agency acts in a wide range of areas, either public or private, in an interdisciplinary way, the main ones are:

 

Commercial Law

Assistance in various commercial contracts (national and international) and also bank contracts ; Intellectual Property (trademarks and patents); Franchises; as well as in the preparation, execution and collection of credit titles and defense of interests in relevant legal proceedings.

Corporate Law

Organization, structuring and incorporation of companies, spinoffs, mergers, mergers and acquisitions in general(merger and acquisitions),structuring and implementing joint ventures and foreign investments in Brazil, as well as reorganization and disposal of equity interest.

Foreign Capital

Consultancy in the realization of investments and financing, mainly in relation to the registration of transactions towards the Central Bank of Brazil.

Tax Law

Tax planning, consulting, defense of interests in administrative and judicial proceedings in tax matters.

Civil Law

Tax planning, consulting, defense of interests in administrative and judicial proceedings in tax matters.

Real Estate Law

Elaboration and analysis of real estate contracts, leasehold relations in general, incorporations, subdivisions, condominiums and residential associations, as well as rectifications of areas.

Labor Law

Study and planning of impacts of labor charges, as well as defense of interests in pertinent administrative and judicial proceedings.

Consumer Relations Law

Study and analysis of the drafting of specific contracts of the matter, as well as the defense of interests in relevant legal proceedings.

Administrative Law

Advising on Bids and administrative contracts, opinions on subjects in general, as well as administrative litigation towards the most varied public departments.

Third Sector

Advising on Bids and administrative contracts, opinions on subjects in general, as well as administrative litigation towards the most varied public departments.

Team

The Busanelli Advogados Associados has a corporate structure consists of three senior partners, as well as five other associated lawyers and three paralegals. It also has several partners in other countries and in other states of the federation.

 

Our Team

Below is the list of professionals with some brief notes on them:

Luiz Gustavo Busanelli

Founding Partner

Lawyer (OAB / SP 150.223),specialist lato sensu in Labor Law - São Francisco University - 1999 and specialist lato sensu in Business Law at PUC-SP.

Areas of Expertise:

Commercial Law, Corporate Law, Foreign Capital, Civil Law - Contractual, Real Estate Law, Third Sector and Civil Law - Family and Succession.

Languages:

Portuguese and English.

Jonathas Augusto Busanelli

Senior Partner

Lawyer (OAB / SP 247.195), Former Judicial Prosecutor (civil servant) of  Várzea Paulista city, post graduated lato sensu in Tax Law at PUC-SP and postgraduate in Economic Criminal Law by the Brazilian Institute of Criminal Sciences (IBCCRIM) in partnership with Institute of Economic and European Criminal Law (IDPEE) of the Faculty of Law of Coimbra.

Areas of Expertise:

Commercial Law, Corporate Law, Foreign Capital, Tax Law, Civil Law - Contracts, Real Estate Law, Administrative Law and Third Sector.

Languages:

Portuguese and English.

Luciane Cristina Leardine Luiz Del Roy

Senior Partner

Lawyer (OAB / SP 150.758), member of the Committee on Consumer Rights, of the 33rd Subsection of the Brazilian Bar Association, expert lato sensu in Labor Law - University of São Francisco - 1999 and specialist in Law Civil and Civil Procedure by the Superior School of Law of São Paulo (ESA / SP).

Areas of Expertise:

Civil Law - Family and Succession, Civil Law - Civil Liability, Real Estate Law, Labor Law and Consumer Relations Law.

Languages:

Portuguese and English.

Jéferson de Ávila Afonso

Associated Lawyer

Lawyer (OAB / SP 247.715),specialist lato sensu in Constitutional Law by the Amparense University, in Procedural Law: Great Transformations, by Unisul, in Criminal Law and Criminal Procedure by the Superior School of São Paulo and in Business Law at PUC-SP.

Areas of Expertise:

Commercial Law, Corporate Law, Civil Law, Real Estate Law, Administrative Law.


Languages:

Portuguese and English.

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Larissa Zonaro Giacchetta

Associated Lawyer

Lawyer (OAB / SP 234.097), specialist lato sensu in Civil Procedural Law at PUC-SP.

Areas of Expertise:

Labor Law.

Languages:

Portuguese and English.

Samia Aiub

Associated Lawyer

Areas of Expertise:

Commercial Law, Civil Law, Property and Law Consumer Protection Law.

Languages:

Portuguese.

Lilian Alves da Conceição

Lawyer

Lawyer (OAB / SP 409.210), specializing in Lato sensu Tax Law for Educational Damásio.

Areas of Expertise:

Tax Law, Civil Law - Contracts, Real Estate Law, Administrative Law.

Languages:

Portuguese and English.

Beatriz Pinheiro Zillo

Lawyer

Lawyer (OAB / SP 375.579), specialist lato sensu in Civil Procedural Law by the EPD.

Areas of Expertise:

Commercial Law, Corporate Law, Third Sector and Civil Law - Contracts.


Languages:

Portuguese and English.

 

Guide for Foreign Investors

In order for a foreign company to establish a company in Brazil of which it is a part, a series of measures are necessary.


To do so, in compliance with Brazilian law, we can divide the initial measures into two moments, the one related to the legalization of the foreign company in Brazil, and the following, concerning the constitution of a national company.


The following is a brief summary of the necessary measures at each moment.

 

LEGISLATION OF THE FOREIGN COMPANY IN BRAZIL

In order for the foreign company to participate as a partner in a Brazilian company, it is necessary to acquire legal title in Brazil, by regularizing certain records, as follows.

1. Registration (legalization) of the Company in Brazil

Purpose: legalization of the foreign company towards the Brazilian public agencies so that it can act and make investments in the country.


1.1. Documentation Required:

All documentation from the foreign company requested must be notarized and legalized at the Brazilian consulate in the country of origin and in Brazil, must be submitted to the sworn translation.

Purpose: basic documentation for effective registration;

1.1.1. Constitution documents of the foreign company in force.

1.1.2. Documents that prove / indicate who is the administrator / director of the foreign company (minutes of election of directors or resolution).

1.1.3. Certificate of incorporation and existence of the foreign company.

1.1.4. Proxy of the foreign company appointing its legal representative domiciled in Brazil.

1.1.5. Certified copy of the CPF / RG / Proof of address of the legal representative domiciled in Brazil (3 copies).


1.2. Regularization of the Prosecutor in Brazil:

In order for the foreign company to participate as a partner in a Brazilian company, it is necessary to acquire legal title in Brazil, by regularizing certain registrations, as follows.

Purpose: representation of the foreign partner, by resident in Brazil. It is necessary that the legal representative is a natural person residing in Brazil, with regular status by the Brazilian authorities.

1.2.1. Preparation of the draft of the power of attorney;

1.2.2. Approval of the draft of the power of attorney;

1.2.3. Signature of the definitive power of attorney;

1.2.3.1. Notarization (in the country of origin);

1.2.3.2. Consularization (Brazilian consulate in the country of origin);

1.2.3.3. Sworn translation (in Brazil);

1.2.4. Registration of the power of attorney translated into Portuguese at the Registry of Legal Entities of the legal representative residing in Brazil.


2. Registration at the Registry Office of Legal Entities

Purpose: registration of the constitutive acts and minutes of election of the foreign company's board of directors.


2.1.1. Send a copy of the documents listed below to the Registry of Legal Entities:

Documentation of incorporation (contract or bylaws).

Minutes of election of the Board of Directors.

Certificate of Incorporation.

2.1.2. Provide the sworn translation of the documents listed in 2.1.1. for registration;


3. Registration with the Central Bank:

Purpose: registration of the foreign company with the Central Bank of Brazil to make investments in Brazil.

3.1. Complete application (electronic form) of the Central Bank registry;

3.2. Issuance of the registration number with the Central Bank;

3.3. Issuance of the CNPJ number (National Registry of Legal Entities) (simultaneous registration with the Central Bank and Federal Revenue).


4. Registration at the Internal Revenue Service:

Purpose: registration of the foreign company in the Federal revenue to qualify for operation at CADEMP (Registration of foreign company at the Central Bank).

4.1. Application for registration made simultaneously with the operation at the Central Bank;

CONSTITUTION OF THE BRAZILIAN COMPANY

Once the steps described above have been completed, the foreign company will be able to become a partner of a Brazilian company that will be set up to enable the foreign company to operate in Brazil.


Thus, we already inform the steps / decisions prior to the constitution of Brazilian society.

1.1. Definitions / Prior Provisions:

Purpose: to allow the legal structuring and compliance with the legal requirements for the constitution of a Brazilian company.

1.1.1. Company Name:

1.1.1.1. Choice of new name denomination (03 options), if applicable;

1.1.1.2. Search for the new name in the Board of Trade;

1.1.1.3. Consultation of the new name and trademark registered at INPI (National Institute of Industrial Property).

1.1.2. Choice of address (decision in conjunction with item 2.).

1.1.3. Choice of corporate purpose.

1.1.4. Definition of the corporate type to be adopted (Limited Company or Joint Stock Company).

1.1.5. Eventually define the other partner (s) of the Brazilian company, since Brazilian law in some cases requires at least two (2).

1.1.6. Choice of administrators (must be resident in the country with regular tax situation before the Brazilian authorities).

1.1.7. Definition of social capital.


2. Commercial Board of the State of São Paulo

Purpose: registration of the Articles of Incorporation or Minutes of Incorporation and Bylaws of the Brazilian company to acquire legal title

2.1. Elaboration of the draft of the Articles of Incorporation or Minutes of Incorporation and Bylaws.

2.2. Approval of the draft of the Articles of Incorporation or Minutes of Incorporation and Bylaws.

2.3. Signing of the Articles of Incorporation or the Articles of Incorporation and respective Bylaws if applicable.

2.4. Completion of the guides and registration cards

2.5. To register the Social Contract of the Assembly of Constitution and respective Bylaws of constitution of the Brazilian society.


Following the step above, the registration of the Brazilian company must be arranged in the following bodies and in others that are necessary due to the corporate purpose of the company:


3. Federal Revenue

4. São Paulo State Farm

5. City Hall

6. Registration of the Investment in the Central Bank of Brazil

7. Social Security

8. Ministry of Labor

9. FGTS (Guarantee Fund for Time of Service) - Caixa Econômica Federal

10. RADAR (Qualification for Operation in the Integrated Foreign Trade System SISCOMEX), if applicable.

Guide for Foreign Investors

In order for a foreign company to establish a company in Brazil of which it is a part, a series of measures are necessary.


To do so, in compliance with Brazilian law, we can divide the initial measures into two moments, the one related to the legalization of the foreign company in Brazil, and the following, concerning the constitution of a national company.


The following is a brief summary of the necessary measures at each moment.

 

I. LEGISLATION OF THE FOREIGN COMPANY IN BRAZIL

In order for the foreign company to participate as a partner in a Brazilian company, it is necessary to acquire legal title in Brazil, by regularizing certain records, as follows.

1. Registration (legalization) of the Company in Brazil

Purpose: legalization of the foreign company towards the Brazilian public agencies so that it can act and make investments in the country.


1.1. Documentation Required:

All documentation from the foreign company requested must be notarized and legalized at the Brazilian consulate in the country of origin and in Brazil, must be submitted to the sworn translation.

Purpose: basic documentation for effective registration;

1.1.1. Constitution documents of the foreign company in force.

1.1.2. Documents that prove / indicate who is the administrator / director of the foreign company (minutes of election of directors or resolution).

1.1.3. Certificate of incorporation and existence of the foreign company.

1.1.4. Proxy of the foreign company appointing its legal representative domiciled in Brazil.

1.1.5. Certified copy of the CPF / RG / Proof of address of the legal representative domiciled in Brazil (3 copies).


1.2. Regularization of the Prosecutor in Brazil:

In order for the foreign company to participate as a partner in a Brazilian company, it is necessary to acquire legal title in Brazil, by regularizing certain registrations, as follows.

Purpose: representation of the foreign partner, by resident in Brazil. It is necessary that the legal representative is a natural person residing in Brazil, with regular status by the Brazilian authorities.

1.2.1. Preparation of the draft of the power of attorney;

1.2.2. Approval of the draft of the power of attorney;

1.2.3. Signature of the definitive power of attorney;

1.2.3.1. Notarization (in the country of origin);

1.2.3.2. Consularization (Brazilian consulate in the country of origin);

1.2.3.3. Sworn translation (in Brazil);

1.2.4. Registration of the power of attorney translated into Portuguese at the Registry of Legal Entities of the legal representative residing in Brazil.


2. Registration at the Registry Office of Legal Entities

Purpose: registration of the constitutive acts and minutes of election of the foreign company's board of directors.


2.1.1. Send a copy of the documents listed below to the Registry of Legal Entities:

Documentation of incorporation (contract or bylaws).

Minutes of election of the Board of Directors.

Certificate of Incorporation.

2.1.2. Provide the sworn translation of the documents listed in 2.1.1. for registration;


3. Registration with the Central Bank:

Purpose: registration of the foreign company with the Central Bank of Brazil to make investments in Brazil.

3.1. Complete application (electronic form) of the Central Bank registry;

3.2. Issuance of the registration number with the Central Bank;

3.3. Issuance of the CNPJ number (National Registry of Legal Entities) (simultaneous registration with the Central Bank and Federal Revenue).


4. Registration at the Internal Revenue Service:

Purpose: registration of the foreign company in the Federal revenue to qualify for operation at CADEMP (Registration of foreign company at the Central Bank).

4.1. Application for registration made simultaneously with the operation at the Central Bank;

II. CONSTITUTION OF THE BRAZILIAN COMPANY

Once the steps described above have been completed, the foreign company will be able to become a partner of a Brazilian company that will be set up to enable the foreign company to operate in Brazil.


Thus, we already inform the steps / decisions prior to the constitution of Brazilian society.


1.1. Definitions / Prior Provisions:

Purpose: to allow the legal structuring and compliance with the legal requirements for the constitution of a Brazilian company.

1.1.1. Company Name:

1.1.1.1. Choice of new name denomination (03 options), if applicable;

1.1.1.2. Search for the new name in the Board of Trade;

1.1.1.3. Consultation of the new name and trademark registered at INPI (National Institute of Industrial Property).

1.1.2. Choice of address (decision in conjunction with item 2.).

1.1.3. Choice of corporate purpose.

1.1.4. Definition of the corporate type to be adopted (Limited Company or Joint Stock Company).

1.1.5. Eventually define the other partner (s) of the Brazilian company, since Brazilian law in some cases requires at least two (2).

1.1.6. Choice of administrators (must be resident in the country with regular tax situation before the Brazilian authorities).

1.1.7. Definition of social capital.


2. Commercial Board of the State of São Paulo

Purpose: registration of the Articles of Incorporation or Minutes of Incorporation and Bylaws of the Brazilian company to acquire legal title

2.1. Elaboration of the draft of the Articles of Incorporation or Minutes of Incorporation and Bylaws.

2.2. Approval of the draft of the Articles of Incorporation or Minutes of Incorporation and Bylaws.

2.3. Signing of the Articles of Incorporation or the Articles of Incorporation and respective Bylaws if applicable.

2.4. Completion of the guides and registration cards

2.5. To register the Social Contract of the Assembly of Constitution and respective Bylaws of constitution of the Brazilian society.


Following the step above, the registration of the Brazilian company must be arranged in the following bodies and in others that are necessary due to the corporate purpose of the company:


3. Federal Revenue

4. São Paulo State Farm

5. City Hall

6. Registration of the Investment in the Central Bank of Brazil

7. Social Security

8. Ministry of Labor

9. FGTS (Guarantee Fund for Time of Service) - Caixa Econômica Federal

10. RADAR (Qualification for Operation in the Integrated Foreign Trade System SISCOMEX), if applicable.

Contato - Contact:

Endereço / Address:

Av. Antônio Segre, 394 - Jardim Brasil -  Jundiaí - São Paulo - Brasil

CEP / Zip Code:13201-145

Fone / Phone: 55 11 4586-4804

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