Statute of Micro and Small Business

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Institutes the Statute of Micro and Small Business, providing for the differentiated, simplified and favored legal treatment provided for in articles 170 and 179 of the Federal Constitution.

 

Preamble

THE PRESIDENT OF THE REPUBLIC
I inform you that the National Congress decrees and I sanction the following Law:

 

Chapter I – Differential Legal Treatment

Article 1

Under the terms of articles 170 and 179 of the Federal Constitution, micro and small businesses are guaranteed differentiated and simplified legal treatment in the administrative, tax, social security, labor, credit and business development fields, in accordance with the provisions of this Law and Law 9,317, of December 5, 1996 and subsequent amendments.
Sole paragraph – The simplified and favored legal treatment, established in this Law, aims to facilitate the constitution and operation of micro and small businesses, in order to ensure the strengthening of their participation in the economic and social development process.

Chapter II – Definition of Micro and Small Business

Article 2

For the purposes of this Law, except as provided in art. 3rd, it is considered:

I – micro-company, the legal entity and the individual commercial firm that has annual gross revenue equal to or less than R $ 244,000.00 (two hundred and forty-four thousand reais);
II – small business, legal entity and individual commercial firm that, not classified as a micro-enterprise, has annual gross revenue greater than R $ 244,000.00 (two hundred and forty-four thousand reais) and less than or equal to R $ 1,200 .000,00 (one million and two hundred thousand reais).
Paragraph 1 In the first year of activity, the limits of gross revenue referred to in items I and II shall be proportional to the number of months in which the individual legal entity or commercial firm has been active, disregarding the fractions of a month.
Paragraph 2 – The classification of individual commercial firm or legal entity in a micro or small business, as well as their non-compliance, will not imply alteration, denunciation or any restriction in relation to contracts previously signed by them.
Paragraph 3 The Executive Branch will update the values ​​contained in items I and II based on the variation accumulated by the IGP-DI, or by an official index – the provision in item II of this article does not apply to the participation of micro and small companies in purchasing centers, subcontracting grants, export consortia and other similar forms of association, including those referred to in article 18 of this Law.

Article 3

Framework

Article 4

The legal entity or individual commercial firm that, before the enactment of this Law, fulfilled its requirements as a microenterprise or small business, except those already covered by the previous legal regime, shall report this situation, as the case may be, to the Board of Trade or to the Civil Registry of Legal Entities, for the purpose of registration, by means of a simple communication which will include:

I – the situation of micro or small business;
II – the name and other identification data of the company;
III – the indication of the registration of an individual commercial firm or the filing of the constitutive acts of the company;
IV – the declaration by the holder or all partners that the value of the company’s annual gross revenue did not exceed, in the previous year, the limit set in item I or II, of article 2, as the case may be, and that the company it does not fit into any of the exclusion cases listed in article 3 of this Law.

Article 5

In the case of a company in formation, the holder or partners, as the case may be, must declare the situation of micro or small business, that the annual gross revenue will not exceed, in the year of establishment, the limit set in item I or II of Art. 2, as the case may be, and that the company does not fit into any of the exclusion cases listed in Art. 3 of this Law.

Article 6

The filing, in the registration bodies, of the constitutive acts of individual mercantile firms and companies that fit as a micro or small business, as well as the filing of their alterations, is exempted from the following requirements:

I – certificate of no conviction criminal, required by item II, of art. 37, of Law nº. 8,934, of 1994, which will be replaced by a declaration by the titleholder or administrator, signed under the penalties of the law, of not being prevented from exercising commercial activity or the management of a commercial company, due to criminal conviction;
II – proof of discharge, regularity or non-existence of a debt referring to a tax or contribution of any kind, except in the event of the extinction of an individual or company commercial firm;

Sole paragraph – The provisions of art. 1, § 2, of Law no. 8.9O6 / 94.

Article 7

Once the communication has been made, and regardless of changes to the constitutive act, the micro company will adopt, after its name, the expression micro company “or, for short,” ME “, and the small company, the expression” small company “or “EPP”

Sole paragraph – The use of the expressions referred to in this article is exclusive to micro and small businesses.

Chapter III – Disqualification and Reframing

Article 8

The disqualification of the micro and small business will occur when the respective limits of annual gross revenue established in art. 2nd.

Article 9

The disqualification of the micro and small business will occur when the respective limits of annual gross revenue established in art. 2nd.

§ 1 Once the micro-company is not in place, it automatically becomes a small company, and it becomes a company excluded from the regime of this Law or returns to the condition of a micro company.
§ 2 The loss of the condition of micro or small business, due to the excess of gross revenue, will only occur if the fact occurs for two consecutive years or three alternate years, in a period of 5 years.

Chapter IV – Social Security and Labor Regime

Article 10

The Executive Branch will establish simplified procedures, in addition to those provided for in this Chapter, for compliance with social security and labor legislation by micro and small businesses as well as to eliminate bureaucratic requirements and ancillary obligations that are incompatible with the simplified and favored treatment provided for in this Law.

Article 11

The micro and small businesses are exempted from complying with the accessory obligations referred to in arts. 74, 135, §2º, 360, 429 and 628, §1º of the Consolidation of Labor Laws – CLT.

Sole paragraph – The provision in the “caput” of this article does not exempt the micro and small business from the following procedures:

I – notes in the Work and Social Security Card – CTPS;
II – presentation of the Annual List of Social Information – RAIS and the General Register of Employed and Unemployed – CAGED;
III – filing of documents proving compliance with labor and social security obligations, while these obligations are not prescribed;
IV – presentation of the Payment Guide for the Guarantee Fund for Seniority and Information to Social Security – GFIP.

Article 12

Without prejudice to their specific action, labor and social security inspections will give priority to guidance to micro and small businesses.

Sole paragraph – With regard to labor inspection, the double visit criterion for drawing up infraction notices will be observed, except when an infraction is found due to lack of employee registration, or annotation of the Work and Social Security Card – CTPS, or even in the event of recurrence, fraud, resistance or embarrassment to inspection.

Article 13

In the homologation of employment contract termination, the statement of account linked to the worker related to the Severance Pay Fund – FGTS may be replaced by the Collection Guide for the Severance Pay Fund and Social Security Information – GFIP pre -printed in the previous month, provided that its discharge will occur on a date prior to the 10th of the month following its issuance.

Chapter V – In the homologation of employment contract termination, the account statement linked to the employee related to the Severance Pay Fund – FGTS may be replaced by the Collection Guide for the Severance Pay Fund and Information

Article 14

The Executive Branch will establish fiscal and financial mechanisms to encourage private financial institutions to maintain specific lines of credit for micro and small businesses.

Article 15

Official financial institutions that operate with credit for the private sector will maintain specific lines of credit for micro and small businesses, and the amount available and their conditions of access must be expressed, in their respective planning documents, and widely disclosed.

Sole paragraph – The institutions referred to in this article will publish, every six months, a detailed report of the planned resources and those actually used in the credit line mentioned in this article, analyzing the justifications for the performance achieved.

Article 16

The institutions referred to in Article 15, in their operations with small micro-enterprises, will act, in conjunction with the support and representation entities of those companies, in order to provide training mechanisms, managerial development and technological training linked to the operations financing.

Article 17

For export credit support purposes, the parameters for the classification of companies, according to size, approved by the Common Market of the South – MERCOSUR for micro and small companies will be used.

Article 18

(VETOED)

Chapter VI – Credit Support

Article 14

The Executive Branch will establish fiscal and financial mechanisms to encourage private financial institutions to maintain specific lines of credit for micro and small businesses.

Article 15

Official financial institutions that operate with credit for the private sector will maintain specific lines of credit for micro and small businesses, and the amount available and their conditions of access must be expressed, in their respective planning documents, and widely disclosed.

Sole paragraph – The institutions referred to in this article will publish, every six months, a detailed report of the planned resources and those actually used in the credit line mentioned in this article, analyzing the justifications for the performance achieved

Article 16

The institutions referred to in Article 15, in their operations with small micro-enterprises, will act, in conjunction with the support and representation entities of those companies, in order to provide training mechanisms, managerial development and technological training linked to the operations financing.

Article 17

For export credit support purposes, the parameters for the classification of companies, according to size, approved by the Common Market of the South – MERCOSUR for micro and small companies will be used.

Article 18

(VETOED)

Chapter VII – Business Development

Article 19

The Executive Branch will establish tax and financial incentive mechanisms, in a simplified and decentralized way, for micro and small businesses, taking into guarantee growth and development.

Article 20

Of the federal funds invested in research, development and technological training in the business area, at least 20% (twenty percent), will be allocated, primarily, to the segment of micro and small businesses.

Sole paragraph – Federal organizations active in research, development, and technological training must highlight their applications aimed at supporting micro and small businesses.

Article 21

Micro and small businesses will have differentiated and favored treatment with regard to access to metrology services and conformity certification provided by public technological entities.
Sole paragraph – The support and representation entities of micro and small businesses will create conditions that facilitate access to the services referred to in article 20.

Article 22

The Executive Branch will endeavor to ensure that support and representation entities of micro and small companies are able to enable these companies to operate competitively in the domestic and foreign markets, including through associations of economic interest.

Article 23

Micro and small businesses will have differentiated and favored treatment when they operate in the international market, whether importing or exporting products and services, for which the Executive Branch will establish mechanisms for facilitating, reducing bureaucracy and training.

Sole paragraph – The bodies and entities of the Federal Direct and Indirect Administration, intervening in export and import control activities, shall adopt procedures that facilitate the mechanism in operations involving micro and small businesses, optimizing terms and reducing costs.

Article 24

The government procurement policy will give priority to micro and small businesses, individually or in association, with a special and simplified process under the terms of this Law.

Chapter VIII – Partnership for Solidarity

Article 25

The creation of a Solidary Guarantee Society, constituted in the form of a limited liability company, is authorized for the granting of a guarantee to its participating partners, through the execution of contracts.
Sole Paragraph – The joint guarantee society will consist of participating partners and investing partners:

I – the participating partners will be, exclusively, micro and small companies, with at least 10 (ten) participants and a maximum individual participation of 10% ( ten percent) of the share capital;
II – the investing partners will be individuals or legal entities, who will make a capital contribution to the company, with the sole objective of earning income, their joint participation not exceeding 49% (forty-nine percent) of the share capital.

Article 26

The bylaws of the joint and several guarantee society must establish:

I – Social purpose, conditions and criteria for the admission of new participating members and for their departure and exclusion;
II – Privilege over the shares held by the partner excluded for default;
III – Prohibition that the shares of the participating partners are offered as guarantee of any kind; and
IV – Structure, comprising the General Meeting, the highest body of the company, which will elect the Fiscal Council and the Board of Directors, which, in turn, will appoint the Executive Board.

Article 27

The joint guarantee company is also subject to the following conditions:

I – prohibition on granting to the same participating partner a guarantee greater than 10% (ten percent) of the share capital or the total guaranteed by the company, whichever is greater;
II – prohibition on granting credit to its partners or third parties; and
III – of the net results, allocation of (5% five percent), for legal reserve, up to the limit of 20% (twenty percent) of the capital stock; and 50% (fifty percent) of the part corresponding to the participating partners for the risk fund, which will also consist of contributions from the investing partners and other revenues approved by the company’s General Meeting.

Article 28

The solidarity guarantee contract is intended to regulate the granting of the guarantee by the company to the participating partner, upon receipt of the fee for the service provided, and must establish the clauses necessary for the fulfillment of the obligations of the beneficiary partner to the company,

Sole Paragraph the concession. of the guarantee, the joint guarantee company may demand the counter guarantee by the beneficiary participating partner.

Article 29

Micro and small businesses can offer their accounts and receivables as ballast for the issue of securities to be placed with investors in the capital market.

Article 30

The joint guarantee company may grant a guarantee on the amount of receivables from its participating partners, subject to securitization, and may also provide the service of placing receivables with a securitization company specializing in the issuance of securities to tradable securities on the capital market.

Sole paragraph – The fiduciary agent, referred to in the caput, has no right of recourse against the companies that hold the amounts and accounts receivable, subject to securitization.

Article 31

The function of registration, monitoring and inspection of joint and several guarantee societies, without prejudice to the competent governmental authorities, may be exercised by entities linked to micro and small companies, especially the Brazilian Micro and Small Business Support Service – SEBRAE , through an agreement to be signed with the Executive.

Chapter IX – Penalties

Article 32

The legal entity and the individual commercial firm that, without complying with the requirements of this Law, claim their classification or remain classified as a micro or small business, will be subject to the following consequences and penalties:

I – cancellation of registration of their registration as a micro company or as a small business;
II – automatic application, in favor of the financial institution, of much of twenty percent on the monetarily adjusted value of the loans obtained based on this Law, regardless of the cancellation of the incentive from which it has benefited.

Article 33

The false declaration made aiming at the benefits of this Law characterizes the crime referred to in art. 299 of the Penal Code, without prejudice to framing in other criminal figures.

Chapter X – Final Provisions

Article 29

The notary publics will provide to the entities representing the industry and commerce or to those linked to credit protection, when requested, a daily certificate, in the form of a list, of the protests taken and the cancellations made, with the note of taking care of reserved information which is not you can advertise in the press, not even partially. “(NR)
” § 1 The provision of the certificate will be suspended if the provisions of the caput are disregarded or if information on canceled protests is provided. “(NR)
” § 2nd Of the registrations or databases, of the entities referred to in the caput, only restrictive credit information will be provided from regularly protested debts or debt documents, whose records have not been canceled. “(NR)
” § 3rd Revoked ”

Article 29

The notary publics will provide to the entities representing the industry and commerce or to those linked to credit protection, when requested, a daily certificate, in the form of a list, of the protests taken and the cancellations made, with the note of taking care of reserved information which is not you can advertise in the press, not even partially. “(NR)
” § 1 The provision of the certificate will be suspended if the provisions of the caput are disregarded or if information on canceled protests is provided. “(NR)
” § 2nd Of the registrations or databases, of the entities referred to in the caput, only restrictive credit information will be provided from regularly protested debts or debt documents, whose records have not been canceled. “(NR)
” § 3rd Revoked ”

Article 29

The notary publics will provide to the entities representing the industry and commerce or to those linked to credit protection, when requested, a daily certificate, in the form of a list, of the protests taken and the cancellations made, with the note of taking care of reserved information which is not you can advertise in the press, not even partially. “(NR)
” § 1 The provision of the certificate will be suspended if the provisions of the caput are disregarded or if information on canceled protests is provided. “(NR)
” § 2nd Of the registrations or databases, of the entities referred to in the caput, only restrictive credit information will be provided from regularly protested debts or debt documents, whose records have not been canceled. “(NR)
” § 3rd Revoked. ”

Article 29

The notary publics will provide to the entities representing the industry and commerce or to those linked to credit protection, when requested, a daily certificate, in the form of a list, of the protests taken and the cancellations made, with the note of taking care of reserved information which is not you can advertise in the press, not even partially. “(NR)
” § 1 The provision of the certificate will be suspended if the provisions of the caput are disregarded or if information on canceled protests is provided. “(NR)
” § 2nd Of the registrations or databases, of the entities referred to in the caput, only restrictive credit information will be provided from regularly protested debts or debt documents, whose records have not been canceled. “(NR)
” § 3rd Revoked. ”

Article 29

The notary publics will provide to the entities representing the industry and commerce or to those linked to credit protection, when requested, a daily certificate, in the form of a list, of the protests taken and the cancellations made, with the note of taking care of reserved information which is not you can advertise in the press, not even partially. “(NR)
” § 1 The provision of the certificate will be suspended if the provisions of the caput are disregarded or if information on canceled protests is provided. “(NR)
” § 2nd Of the registrations or databases, of the entities referred to in the caput, only restrictive credit information will be provided from regularly protested debts or debt documents, whose records have not been canceled. “(NR)
” § 3rd Revoked ”

Article 29

The notary publics will provide to the entities representing the industry and commerce or to those linked to credit protection, when requested, a daily certificate, in the form of a list, of the protests taken and the cancellations made, with the note of taking care of reserved information which is not you can advertise in the press, not even partially. “(NR)
” § 1 The provision of the certificate will be suspended if the provisions of the caput are disregarded or if information on canceled protests is provided. “(NR)
” § 2nd Of the registrations or databases, of the entities referred to in the caput, only restrictive credit information will be provided from regularly protested debts or debt documents, whose records have not been canceled. “(NR)
” § 3rd Revoked. ”

Article 29

The notary publics will provide to the entities representing the industry and commerce or to those linked to credit protection, when requested, a daily certificate, in the form of a list, of the protests taken and the cancellations made, with the note of taking care of reserved information which is not you can advertise in the press, not even partially. “(NR)
” § 1 The provision of the certificate will be suspended if the provisions of the caput are disregarded or if information on canceled protests is provided. “(NR)
” § 2nd Of the registrations or databases, of the entities referred to in the caput, only restrictive credit information will be provided from regularly protested debts or debt documents, whose records have not been canceled. “(NR)
” § 3rd Revoked. ”

Article 29

The notary publics will provide to the entities representing the industry and commerce or to those linked to credit protection, when requested, a daily certificate, in the form of a list, of the protests taken and the cancellations made, with the note of taking care of reserved information which is not you can advertise in the press, not even partially. “(NR)
” § 1 The provision of the certificate will be suspended if the provisions of the caput are disregarded or if information on canceled protests is provided. “(NR)
” § 2nd Of the registrations or databases, of the entities referred to in the caput, only restrictive credit information will be provided from regularly protested debts or debt documents, whose records have not been canceled. “(NR)
” § 3rd Revoked. ”

Article 31

Protest certificates, not canceled, may be provided to any interested parties, provided they are requested in writing “. (NR)

Article 34

The product registration inspection agencies will carry out the analysis for registration and licensing to which micro and small businesses are subject, within a maximum period of thirty days, counting from the date of delivery of the documentation to the agency.

Article 35

Individual mercantile firms and mercantile and civil corporations that fit as a micro or small business that, for five years, have not exercised any economic activity of any kind, may request and obtain the write-off in the competent registry, regardless of proof of tax settlement and contributions to the National Treasury, as well as to the National Social Security Institute – INSS and to the Guarantee Fund for Length of Service – FGTS.

Article 36

The registration and changes of the micro and small business in Federal Administration bodies will occur regardless of the tax status of the holder, partners, administrators or companies in which they participate.

Article 37

Micro and small businesses are exempt from paying prices, fees and remuneration fees for registering the declarations referred to in arts. 4th, 5th and 9th of this Law.

Article 38

The provisions of Art. 8, § 1, of Law No. 9,099, of September 26, 1995, apply to micro-companies, and these companies, as well as the capable individuals, are now admitted to any other business relating to the execution of services;
II – for the payment of the title in a notary office, a check issued by a bank establishment may not be required, but once the payment has been made by check, a bank establishment issue or not, the discharge given by the protest notary will be conditioned to the effective check settlement;
III – the cancellation of the protest registration, based on the payment of the title, will be made regardless of the creditor’s declaration of consent, except in the case of the impossibility of presenting the protested original;
IV – for the purposes of the provisions in the caput and in items I, II and III, the debtor will be required to prove his status as a micro or small business before the securities protest notary, by means of a document issued by the Commercial Registry or the Civil Registry of Legal Entities, as appropriate.

Article 40

Arts. 29 and 31 of Law No. 9,492, of September 10, 1997, become effective with the following wording

Article 41

The Ministry of Development, Industry and Foreign Trade is responsible for monitoring and evaluating the effective implementation of the rules of this Law, aiming at its compliance and improvement.

Sole paragraph – In order to comply with this article, the Executive Branch is authorized to create the Permanent Forum of Microenterprise and Small Business, with the participation of the competent federal agencies and entities linked to the sector.

Article 42

The Executive Branch will regulate this Law within ninety days, counting from the date of its publication.

Article 43

The provisions to the contrary are revoked and, in particular, Laws 7,256, of November 27, 1984, and 8,864, of March 28, 1994.

 

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