Direito Civil - Aula #20 - Associação (É isso!)

Summary

This video script explains the concept of 'associação' (association) under Brazilian private law, emphasizing its non-profit nature. Associations are created through a legal statute and can serve various purposes, either external (e.g., charity) or internal (e.g., strengthening members' interests). Key aspects include membership categories, rights, governance via a general assembly, and the legal process for dissolution. Profits generated by associations remain within the organization and cannot be distributed to members. The video distinguishes associations from profit-driven entities like companies, while offering practical examples like student committees and social clubs.

Takeaways

• 😀 An association is a union of people formed for non-lucrative purposes, meaning profits generated stay with the organization and are not distributed to the members.
• 😀 An association is distinct from a company or society, as it is not meant to generate profits for its members, but instead aims to serve a common cause or interest.
• 😀 The legal foundation of an association is established through an *ato constitutivo* (founding act) and registered with a civil registry office, not a commercial registry.
• 😀 Associations can take various forms, such as clubs, NGOs, sports teams, or even student organizations, and their name does not determine their legal nature.
• 😀 The *estatuto* (statute) of an association outlines its operational rules, including membership criteria, governance, decision-making, and the rights and duties of members.
• 😀 Membership in an association is personal and non-transferable, but the statute may allow the sale or transfer of membership under specific conditions.
• 😀 The highest decision-making body in an association is the *assembleia geral* (general assembly), which includes all members and can be convened by a minority of members (e.g., one-fifth of them).
• 😀 Associations can divide their members into categories, such as founding members, honorary members, and regular members, with varying rights and responsibilities for each category.
• 😀 Members of an association cannot directly hold each other accountable for actions within the association; they are only accountable to the administration or board.
• 😀 If an association dissolves, any remaining assets must be transferred to another association with a similar non-lucrative purpose, ideally within the same municipality or state.
• 😀 The statute of an association should specify how its assets will be distributed upon dissolution. If not, the law mandates that assets go to a similar entity.

Q & A

What is the main purpose of an association in Brazilian Civil Law?

An association is a union of people with a non-profit purpose, whether it is for charitable, social, or internal goals such as strengthening members' interests.

Can an association be formed with a profit motive?

No, associations are non-profit entities. Any profits generated by an association do not belong to the members but are retained by the entity itself.

What legal document is required to form an association?

An association is formed by a founding document called a 'statute,' which outlines the organization's structure, purposes, and operational rules.

How is the statute of an association registered?

The statute must be registered at a registry for legal entities, not at a commercial registry. This is done at a public registry office for legal entities.

What are the potential categories of members in an association?

The statute of an association can specify different categories of members, such as regular members, founding members, honorary members, and others, each with varying rights and responsibilities.

Can membership in an association be transferred?

Membership is personal and typically cannot be transferred. However, the statute may allow for membership transfer under certain conditions, such as through the sale of a title.

What is the 'right of revolution' in the context of associations?

The 'right of revolution' refers to the ability of a minority of members (typically 20%) to call for a general assembly to make changes in the association, such as modifying the statute or removing administrators.

What is required for a member to be excluded from an association?

A member can be excluded for just cause, following a due process that guarantees the right to defense and appeal. The decision can be made administratively or through judicial means.

How are decisions made within an association?

Decisions are made through a general assembly, which is the highest deliberative body of the association. The assembly can be convened by the administration or by a specified percentage of members (e.g., 20%).

What happens to the assets of an association upon its dissolution?

Upon dissolution, the assets of an association are distributed according to the statute. If the statute does not specify, the assets must go to another association with a similar purpose, ideally in the same region.