New Ventures

From plan to contract: new ventures on a legal footing

Startups, joint ventures and legal design of projects

At an early stage, rushed legal decisions often cost dearly in the first investment round. We help founders and companies structure entities, contracts and products in a way that fits the growth they plan.

Who this practice is for
1

Founders formalizing the company and dividing equity.

2

Startups preparing to receive investment.

3

Companies launching a new business line or digital product.

4

Partnerships and joint ventures between companies.

LC 182
Brazilian Startup Legal Framework
ROUND
Investment rounds and entry of investors
JV
Joint ventures and strategic partnerships
Our approach

A lean structure today,
ready to grow

Our new ventures practice follows projects from idea to operation: defining the corporate structure, the founders' agreement, contracts with customers and suppliers and preparation for investment.

We work with documents proportional to the stage of the business, without excessive formality at the start, but with the clauses that make a difference when investors, new partners or the first major contract arrive.

Aligned founders

Equity, commitment, vesting and exit rules defined before they become a source of conflict.

Investment ready

Corporate and contractual documents organized for investors' due diligence.

Product and regulation

Legal assessment of the business model, including data protection, consumer law and sector regulation.

Services

What we do for your company

Corporate structure, contracts and regulation for businesses being created or expanding.

01

Corporate structuring of startups

Choice of corporate type, articles of association or bylaws, and division of equity among founders.

02

Founders' agreements and vesting

Rules on commitment, gradual acquisition of equity, exit, non-compete and intellectual property.

03

Investment agreements

Angel investment agreements, convertible loans, options and investment agreements for funding rounds.

04

Joint ventures and partnerships

Contractual or corporate structuring of partnerships between companies, with governance and exit rules.

05

Legal design of products

Terms of use, policies, customer contracts and regulatory analysis of new products and platforms.

06

Team hiring

Hiring models, incentive plans and care with the characterization of employment, together with the labor practice.

First conversation

Formalizing a company or receiving investment?
Start with the right structure.

In a first conversation, we understand the stage of the business and indicate the priority documents for this phase.

Talk to the team →

Service via WhatsApp, in English or Portuguese

Frequently asked questions

Questions about New Ventures

It is Complementary Law 182/2021, which defines startups, governs investment in innovative companies, the regulatory sandbox and the procurement of innovative solutions by the public administration.
Under the Startup Legal Framework, an investor who contributes funds through instruments that do not form part of the share capital, such as angel investment agreements and convertible loans, is not considered a partner and is not liable for the company's obligations, except in cases of fraud, willful misconduct or simulation involving the investor.
It is a mechanism by which a founder or employee acquires equity gradually, over time or upon reaching goals. It protects the company if someone leaves early, preventing them from keeping a stake disproportionate to their contribution.
As soon as there is a division of equity among founders, revenue, hiring of third parties or conversations with investors. Formalizing early avoids disputes over ownership of the business and facilitates due diligence in future rounds.
Not necessarily. The partnership may be purely contractual, when the companies cooperate while keeping separate structures, or corporate, with the creation of a joint company. The choice depends on the term, the investment and the level of integration intended.

Before the next step of the business, a conversation.

Talk to the New Ventures team at Pilli & Fanucchi.

Meetings in Campinas or by videoconference, in English or Portuguese.

Contact

Talk to our team

How the first contact works

1

You describe the situation

Tell us briefly about your company and its main question or need.

2

Our team gets in touch

We schedule a call, a videoconference or an in-person meeting.

3

You receive initial guidance

We indicate the possible paths and, if appropriate, present a fee proposal.

Briefly describe your company's need. One of our lawyers will get in touch.

Your information will be treated confidentially, under our Privacy Policy and attorney-client privilege.

Other practice areas

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