Direito Empresarial - Aula #62- Sociedade Anônima (I) - Conceito, nome e estrutura.

Summary

This video introduces the concept of 'Sociedade Anônima' (SA), the most powerful and regulated type of business entity in Brazilian law. The lecture covers the SA’s legal foundation, structure, and key regulatory aspects, including its division of capital into shares, different types of SA (open and closed), and methods for raising capital. It also explains the main bodies within an SA, such as the General Assembly, Board of Directors, Executive Board, and Fiscal Council. Additionally, the video discusses the rules for naming an SA and sets the stage for a detailed study of its inner workings in subsequent videos.

Takeaways

• 😀 Sociedade Anônima (SA) is the largest, most complex, and most regulated business entity in Brazilian law.
• 😀 The correct term is 'Sociedade Anônima' (SA), although it can also be referred to as 'sociedade por ações'.
• 😀 SA is governed by the Law 6404/76, which is commonly called the 'Law of the Corporation' (Lei das Sociedades por Ações).
• 😀 An SA is a business entity (empresa), not a simple society (sociedade simples), and can operate in commerce, industry, or service sectors.
• 😀 The SA has a legal structure that allows it to raise capital from the public through four types of securities: actions, subscription bonds, beneficiary shares, and debentures.
• 😀 While debentures can be considered short-term credit notes (nota de crédito comercial), they are essentially the same as debentures in practice.
• 😀 The highest decision-making body in an SA is the General Assembly, followed by two main management bodies: the Board of Directors and the Executive Board.
• 😀 Public SAs must have a Board of Directors, while private SAs may or may not have one.
• 😀 SAs are considered 'capital-based' entities, meaning they don’t require direct personal trust among owners. Shareholders (acionistas) are the company’s owners.
• 😀 The name of an SA must include 'Sociedade Anônima' or 'SA', and follows specific rules, such as not using 'company' at the end of the name, which would indicate a different corporate structure.
• 😀 An SA can be 'open' (where shares are publicly traded) or 'closed' (where shares are privately negotiated between shareholders).

Q & A

What is a 'Sociedade Anônima' (SA) in Brazilian law?

A 'Sociedade Anônima' (SA) is the largest, most complex, and highly regulated corporate entity in Brazilian law. It is also known as a company by shares and is governed by the 'Lei das Sociedades por Ações' (S.A. Law), specifically Law 6404/76.

What is the main difference between SA and other business structures like 'sociedade limitada'?

The main difference is that SA is a company that is based on shares, whereas other structures like 'sociedade limitada' are based on quotas. An SA allows for a division of capital into shares that can be publicly traded or privately transferred.

How is the capital of an SA divided?

The capital of an SA is divided into shares, not quotas. This allows for greater flexibility and scalability in terms of ownership and capital generation.

What is the importance of the 'Lei das Sociedades por Ações'?

The 'Lei das Sociedades por Ações' (Law 6404/76) governs the SA structure and defines the rules for its operations, ensuring regulation and compliance in business dealings, shareholder rights, and corporate governance.

What are the four main types of securities (valores mobiliários) that an SA can use to raise capital?

An SA can raise capital using four types of securities: shares, subscription bonuses, preferred stock, and debentures. These provide different rights to investors and play a crucial role in capital acquisition.

What is the difference between an 'open' and a 'closed' SA?

An 'open' SA (sociedade de capital aberto) is a company whose shares are traded on the stock exchange or over-the-counter markets, while a 'closed' SA (sociedade de capital fechado) is one whose shares are not publicly traded, and ownership transfers occur through private negotiations.

What does it mean that an SA is a 'sociedade de capital' (capital company)?

Being a 'sociedade de capital' means that the company is not based on the direct personal trust or relationships between the partners. It is focused on the capital raised from shareholders, who may not necessarily know each other personally.

What does the term 'statutária' mean in the context of an SA?

The term 'statutária' refers to the fact that the constitution of an SA is based on a statutory document (statute), rather than a social contract (as in other business forms like limited liability companies). The statute outlines the company’s operations and governance.

What is the significance of the company's name in an SA?

An SA’s company name must follow specific naming conventions, which include either 'Companhia' or 'Sociedade Anônima' at the beginning or end of the name. It must also reflect the company’s business object. This ensures legal clarity and distinction from other types of companies.

Can a deceased or retired founder's name remain in the company name of an SA?

Yes, if a founder’s name is part of the company’s name and they pass away or retire, the company can continue using their name if it is important to the company’s identity, as long as the remaining shareholders agree.