We provide consultation services, analyzing our clients’ activity and suggesting the most appropriate structuring. Also, we suggest our clients apply planning which allows them to rationalize tax burden, always being mindful of the legal framework and decisions handed down by courts in Brazil.

The preventive services also consist of revising taxes paid and way of calculation, as well as issuance of specific opinions, formulation of consultations to the tax authorities and analysis of the applicable standard.

As the litigation area is concerned, we act at the administrative and judicial level, assisting the client in managing liabilities (notices of tax delinquency, notices, delinquent tax collection proceedings, etc.), as well as in the recovery and offsetting of tax credits paid in excess or in error, questioning the lawfulness and/or constitutionality of taxes, determining amounts and suggesting the less onerous and most appropriate means of discussion which the specific situation requires.

Criminal and Tax Law – As a development of the tax area and as a result of a clear trend of the tax authorities’ acting, we have expertise for action and defense in investigation of supposed embezzlement, crimes against the tax system, illegal transfer of foreign currency and other.

More often than not, the corporate services area is closely related to the tax area, allowing the implementation of models aimed not only at the appropriate structuring for the company or the corporate group, but also at an in-depth approach of the tax, succession and administrative effects.

Our work at the Corporate Law relies on the experience and practice in a wide range of services:

• Opening and closing of limited liability, sole proprietorship and joint-stock companies;
• Preparation of and amendment to articles of organization and articles of incorporation;
• Company conversion;
• Acquisition, merger, spin-off and takeover;
• Formation of holding companies (organization, asset security and succession planning);
• Formation of specific-purpose entities (SPE) and company consortia;
• Preparation, assistance and participation in annual and special general meetings and partners meetings;
• Company dissolution (out-of-court and in-court);
• Valuation of companies and assets (including intangible assets);
• Formation of joint ventures and off-shores;
• Structuring and overall assistance in franchising;
• Cooperative structuring and assistance;
• Company negotiations and intermediations;
• Sundry company litigations.

Indeed, the Civil Law area addresses the widest range of situations and areas of service. Within the Corporation Law, civil / contractual issues stem directly from the companies’ daily activities.

We engage in analysis and preparation of contracts, opinions, business intermediations, commercial operations, in-court and out-of-court settlements, consumer relations, civil liability, liabilities, real estate business, compensation of material damages and pain and suffering, recovery of credits, delinquent tax collection proceedings, collections, competition law, in-court and out-of-court reorganizations, trademark and succession law.

Credit recovery / collections – Relying on our wide-ranging network of correspondents, we adopt a combative approach to recover credits/collections in all states of Brazil and also abroad.

Analysis of the fiscal and tax structure of the company to optimize and reduce tax burden, by identifying past credits paid in excess or in error, as well as the change in procedures to better tap legal opportunities available, and finally the suggestion and implementation of Tax Planning in accordance with the client’s activity and structure.

Past tax credits are used through administrative offsetting or refund in cash. Accordingly, our professionals are fully fledged to analyze the possibilities concerning all direct and indirect taxes at federal, state and local levels.

Globalization has been imposing a new reality to companies, no matter their size. Trading gains momentum, and capital and investments seek opportunities everywhere, knowledge and communication no longer accept physical frontiers, and people move about as never seen before.

Within this new and irreversible framework, our International Law services arise as an important and key tool to support the client.

As a member associated to the Geneva Group International, network, we rely on a wide network of associated law firms abroad, adding to our services unique features such as fastness, security and assertion.

This flow of international work also allows us to identify opportunities for companies and foreign investors with ever-growing interest in the Brazilian market, as well as Brazilian companies willing to go even farther.

Highlights of our international services:

• analysis and preparation of contracts;
• international collection and management with the Central Bank of Brazil;
• opening and closing of companies;
• business intermediation;
• settlement of controversies;
• capital flow – inflow and remittance of investments, dividends, payments of royalties and services;
• import and export;
• ex tarifário (increase/decrease in duties upon import of certain products);
• Uruguay – formation of companies in tax-free zones;
• Paraguay – analysis, preparation and implementation of companies under the tax incentive regime “Project Maquila” and other;
• Argentina – formation of companies in the Ushuaia tax-free zone;
• China – formation of traders.

Always updated and mindful of opportunities, the following services may be of specific interest for our clients.

Financial services – Brazil’s increasing presence in the global scenario brings along eventual deepening and sophistication of companies’ fundraising models, including actual cost-cutting possibilities.

Among the various possibilities, we may highlight our assistance in implementing structured operations, many of which bearing tax and corporate planning features, namely:

• Asset securitization
• Issuance of real estate (CRIs), marketable securities (CRMs) e agricultural receivables certificates (CRAs)
• Investment fund interest
• Issuance of debentures and promissory notes
• National and international direct raising
• Equity interest

Technological Innovation – Tax Incentives – “Good Law” – The tax legislation currently in force in Brazil allows innovative companies to use a number of incentives. This context includes not only research and development activities, but also those which invest in new management and production processes, in improvement of processes, in new products for their line of innovative products in the market. Accordingly, we provide services for analysis of eligible processes, preparation of projects in strict compliance with the specific standards, implementation, measurement and fruition of applicable tax benefits.

Due Diligence – We have the complete structure for assistance in due diligence processes, whether serving the acquirer or the acquiree, to allow a transparent and fully secure negotiation for the client.

Manaus Tax-free Zone – With the deepening of the so-called “Tax War” and the trend to Brazilian states strengthening incentive in connection with a necessary tax reform in Brazil, operations in the Manaus Tax-free Zone are becoming increasingly important as a feasible alternative to many corporate activities. Mindful of this reality, PMS is able to assist the client from the analysis of feasibility to the approval and implementation of companies in the region.

Franchising – The in-depth knowledge of the national system of franchising, together with the international structure in place, we are fully fledged to assist clients in the franchising segment at all levels, from the analysis of the model to the preparation and management of the mandatory documentation for the franchiser and franchisee, including litigation services in case of controversies between the parties.