Participation Account Society

A "Participation Account Society" is a specific type of business collaboration agreement in Brazil. This type of company is governed by the Brazilian Civil Code, in its articles 991 to 996.

In the participation society, there are two parts involved: the ostensible partner and the participating partner. The ostensible partner is one who has his identity known before third parties and assumes responsibility to social obligations, being responsible for managing society. Already the participating partner is one who is not known before third parties and is not responsible before third parties for the obligations of society. It contributes only to financial resources or other types of contributions, and its participation is limited to the capital it has contributed.

In practical terms, the participating partner does not participate in the management of the company, does not have his name linked to the company and does not respond for its debts and obligations before third parties. This structure is often used to enable investments in specific projects, where an investor wants to participate in the venture without taking direct responsibility for the company's obligations and debts.

It is important to highlight that, although the participating partner is not known before third parties, the relationship between the partners (ostensible and participant) is formalized in a participation of participation account, which must contain the clauses that define the rights and obligations of each part.

To create a participation society, you need to follow some steps:

1. Participation Agreement: Partners must formalize a participation agreement that establishes the conditions of the partnership, including the description of the enterprise, the contributions of each partner, the division of profits and losses, and other relevant clauses.

2. Registration of the Social Contract: Although it is not mandatory, it is advisable to register the SCP's social contract as a registration of securities and documents to give greater legal certainty to the company.

3. Registration in the IRS: SCP must be registered with the IRS to obtain a CNPJ (National Register of Legal Entities), even if it is not a personified company. This registration is necessary to fulfill tax and tax obligations.

4. Licensing and Authorizations: Depending on the nature of the project, licenses, permits and specific authorizations of the competent regulatory bodies may be necessary.

5. Management Contract: The Ostensive Partner can formalize a management contract with participating partners to establish their responsibilities in business management.

6. Accounting and Taxation: SCP must maintain accounting records and comply with its tax obligations, including the submission of income tax declarations and other taxes due.

It is important to consult a specialized accountant or lawyer to assist in the creation and management of the company in participation account, ensuring that all legal requirements are met and that the business operation occurs properly and transparently.

The duration of SCP is flexible and can be adjusted according to the needs and objectives of the partners involved in the enterprise. It is recommended that the duration and other relevant conditions are clearly stipulated in the social contract to avoid possible conflicts in the future. decide in mutual agreement. The closure of the company must follow the applicable legal and contractual procedures, including the settlement of assets and liabilities, the distribution of profits or losses between the partners and the cancellation of tax and legal records.