Análise de estruturas societárias e de contratos na constituição e no investimento de startups no Brasil

Abstract

This monograph has the main objective of approaching the corporate and contractual structures most used in Brazil for the incorporation and investment in startups, pointing out their characteristics, reasons for using each structure and the most appropriate time for it, in addition to the risks laws inherent in each choice. In relation to the corporate structures, the limited liability company, the limited liability company and the limited liability company will be studied. With regard to investment structures, the acquisition of equity interest, the loan convertible into equity interest and convertible debentures, the option to purchase equity interest and the participation agreement will be analyzed. Finally, specific contractual clauses commonly used in investment contracts and other contractual instruments related to startup investment structures will be presented. It was used for the development of the present work the survey of the bibliography related to the object of study in books, scientific articles, as well as the related legislation. In this sense, the reason for choosing the preparation of this work, in addition to addressing the main corporate and contractual structures that are more suitable for Brazilian startups, is also to disseminate legal knowledge both for entrepreneurs, within startups, as well as for investors in these ventures. It is important to add that, despite the fact that the term startup has been popularized in Brazil for about a decade, Complementary Law nº 18/2021, which established the legal framework for startups, was sanctioned only about a year ago. Therefore, there is a great opportunity to expand access to crucial information for the creation and investment of more businesses in different sectors, thus generating development and enhancing innovation in the country.