Corporate Law

A solid legal framework for companies that are established, grow, reorganize, and protect their assets.

Corporate Law is at the core of every strategic business decision: how a company is formed, how it is structured, how it grows, and how it prepares for future stages of development. CMARTINS advises shareholders, directors, family-owned businesses, and investors on the structuring, governance, and reorganization of companies of all sizes, combining technical excellence with a strong business perspective.

We provide preventive and strategic legal counsel throughout the entire corporate lifecycle—from incorporation to succession planning—with a focus on legal certainty, tax efficiency, and the protection of both shareholders and corporate assets.

OUR PRACTICE INCLUDES

01 Corporate Formation and Structuring
Selection of the appropriate corporate structure, preparation of articles of incorporation/bylaws, and design of a capital structure suited to the company's stage of development.

02 Corporate Governance
Shareholders' agreements, corporate governance structures, internal policies, and decision-making and control mechanisms.

03 Corporate Reorganizations
Spin-offs, mergers, amalgamations, and corporate transformations, with a focus on corporate and tax efficiency.

04 Mergers & Acquisitions (M&A)
Legal due diligence, transaction structuring, share and asset purchase agreements, warranties, and closing procedures.

05 Family and Asset Holding Companies
Succession planning and asset protection through corporate holding structures.

06 Partial Dissolution and Shareholder Buyouts
Shareholder withdrawal and exclusion, corporate disputes, and the resolution of conflicts among shareholders.

07 Shareholder and Investment Agreements
Investment agreements, vesting arrangements, tag-along and drag-along provisions, and exit mechanisms.

08 Compliance and Directors' Liability
Fiduciary duties, piercing the corporate veil, and legal protection for shareholders and corporate officers.

09 International Corporate Structures
Offshore holding companies and cross-border corporate planning aligned with the client's asset protection strategy.

10 Ongoing Corporate Legal Advisory
Continuous corporate legal support, including corporate amendments, shareholders' resolutions, meeting minutes, and filings with the Commercial Registry.


Our expertise covers

1.

Corporate Structuring and Reorganization

Design and reorganization of corporate structures tailored to the company’s reality and stage of development, with a focus on governance, risk mitigation, and capital attraction.

2.

Investment Agreements Drafting and Review

Negotiation of key instruments commonly used in the innovation ecosystem, including SAFEs, convertible notes, investment agreements, option agreements, vesting provisions, tag-along and drag-along rights, among others.

3.

Legal Due Diligence

Coordination and execution of legal audits focused on identifying contingencies and risks that may impact the company’s operations or valuation.

4.

Mergers and Acquisitions (M&A)

Management of acquisition, sale and integration transactions, including mergers, spin-offs, incorporations, share purchase and sale transactions, and other corporate restructuring operations.

5.

Advisory Services for Angel Investors and Funds

Representation of investors in the analysis, structuring and formalization of investments, with a focus on legal certainty and alignment of interests.

6.

Commercial Contracts

Drafting and negotiation of contractual instruments tailored to the dynamic and innovative nature of the sector, ensuring legal security without compromising business flexibility.

7.

Intellectual Property and Intangible Assets

Legal protection of trademarks, patents, software, trade secrets and other intangible assets that represent the core value of the business.

8.

Franchising and Licensing

Advisory services in franchise, licensing and brand distribution projects, from the identification and structuring of the franchise model to contract drafting and Franchise Disclosure Document (FDD) review.

9.

Legal Management

Comprehensive legal advisory services, acting as a strategic legal partner across civil, consumer, labor, corporate, tax, intellectual property and contract law matters.

10.

Administrative and Judicial Litigation

Specialized expertise in strategic and high-volume litigation across key industries, including technology, financial services, banking, telecommunications, pharmaceuticals, automotive, insurance, entertainment, services, manufacturing, wholesale and retail sectors.

Other Practice Areas

Fantástico! Sinônimo de grande competência e cuidado com os clientes


Renato Santarita

Ambiente muito bom e uma boa recepção.


Thiago Santos

Muito obrigada por ter me ajudado com essa dívida que está tirando o meu sono


Gabriel Wagner

Notícias

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IRPF e Autismo: Possibilidade para dedução das despesas com educação

Nossa rede

Results that make difference

Our focus is on delivering tangible results by combining legal expertise, innovation, and a strong commitment to each client. If you are looking for legal certainty, strategic guidance, and efficiency, we are ready to help.
Contact us
Rio de Janeiro Office
Av. Rio Branco, 115 – 11th floor – Centro, Rio de Janeiro – RJ | ZIP Code 20040-004
São Paulo Office
Rua Fidêncio Ramos, 160 – 12th floor – Vila Olímpia, São Paulo – SP | ZIP Code 04551-010
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CNPJ: 68.679.869/0001-48
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