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  • 1.

    Sources of partnership law
    What is the statutory basis for partnerships, and partnership-like structures in your jurisdiction? To what extent do these laws overlap or share features with company law?

  • 2.

    Types of partnerships
    Identify the types of partnerships or other partnership-like structures permitted in your jurisdiction. What are they typically used for?

  • 3.

    Differences between types of partnership
    What are the key differences between the various types of partnerships (and similar entities) available in the jurisdiction? Are partnerships treated as bodies of persons or bodies corporate?

  • 4.

    Reasons for choosing a partnership structure
    What are the typical reasons that businesses choose to operate through a partnership structure in your jurisdiction? Do any factors discourage adopting a partnership structure?

  • 5.

    Formation (formalities and bars to formation)
    How are partnerships and the similar structures available in your jurisdiction formed?

  • 6.

    How are partnerships taxed?

  • 7.

    Reporting and transparency requirements
    To what extent must partnerships, LLPs and similar structures file accounts and other documents and information with a government agency?

  • 8.

    Ownership and membership
    Can anyone be a partner, and, if not, who can and cannot? Can bodies corporate or other partnerships own a partnership?

  • 9.

    Execution of documents
    How do partnerships and LLPs execute documents? Must all partners sign? Can the partnership or LLP sign in its own name?

  • 10.

    Remuneration and benefits
    To what extent are partners free to agree how to share profits and what are the most common types of profit-sharing arrangements?

  • 11.

    Employment rights
    To what extent are partners considered employees? Do they benefit from statutory employment rights?

  • 12.

    Partners’ duties
    Is there a statutory or common law concept of good faith among partners, and what are its implications? What are typical contractual duties between partners or owed by partners to their firms?

  • 13.

    Joining the partnership
    How do prospective partners typically enter the partnership? Are there any formalities?

  • 14.

    Leaving the partnership
    Can partners leave a firm without the agreement of the other partners, and must they serve a notice period? Will a partner receive back any capital invested, a share of the value of the partnership or any other payments on leaving? In what circumstances can a partner be required to leave a firm?

  • 15.

    Recovering losses caused by partners
    May partners sue for loss caused by another partner?

  • 16.

    How are disputes among partners and between individual partners and the partnership itself typically handled?

  • 17.

    How are partnerships voluntarily dissolved?

  • Updates and trends

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Founded in 2006 as a result of a merger of three law firms, Fialho Salles Advogados focuses on providing intelligent legal solutions to Brazilian and foreign clients, particularly regarding to legal matters that require substantial expertise and multidisciplinary knowledge.

View more information about Fialho Salles Advogados

Belo Horizonte
6th, 7th and 8th floors
447 Av. Getúlio Vargas
CEP 30112.020
Belo Horizonte
T: +55 31 4501 7797
F: +55 31 4501 7780
São Paulo
8th floor, conj. 82
242 R. Olimpíadas
CEP 04551.000
São Paulo
T: +55 11 4064 7001
F: +55 11 2802 6486


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