Adler Martins – lawyers

31/12/2019

Brazilian new franchising law – changes to international franchising

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Brazil has just published a new franchising law. The most relevant changes when it comes to international franchises interested in Brazil are as follows: 1) The mandatory use of Brazilian law has been removed. Future franchising agreements in Brazil may select any applicable law. This is a consequence of an express provision in the act that allows for the use of arbitration. When arbitration is used, the parties are thus able to elect the applicable law. 2) International franchising agreements may be bilingual, provided that a sworn translation to Portuguese is provided. 3) The ability to use a “choice of forum” clause has been specifically included in the law. This has two important consequences: a) it may, indirectly, result in the selection of a different applicable law (for example, if the courts in the US determine that US law shall be applicable to the agreement); b) it makes clear that the choice of forum is permitted. This was a contentious topic. The… Leia mais

16/12/2019

Brazilian tax ID can be obtained using Power of Attorney

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Any individual who owns shares of a company in Brazil must be enrolled with the tax authorities. This enrollment is called CPF (Cadastro de Pessoas Físicas). The CPF is also required in order to open bank accounts, buy cars or real estate and, basically, for any commercial activity in Brazil. There used to be only two ways to obtain a CPF number. Either the foreign investor would have to come to Brazil and reques it here, or he would have to schedule an appointment at the Brazilian consulate in his country and obtain the CPF there, in person. This process was tedious and slow. Fortunatelly, a couple months ago the Brazilian Revenue Service updated its procedures and started to issue CPF inscriptions via power of attorney. This means that the foreign investor can name a representative in Brazil who will be able to visit the Revenue Service’s offices and obtain a CPF number. The physical presence of the investor will not be required at any time. The new process will… Leia mais