02/04/2012 - Minas Gerais Trade Board may cancel thousands of registries as of April this year (Fernando Di Sabatino G. Lisboa) Individuals exercising commercial activities and companies that have not registered any corporate document in the Minas Gerais Trade Board (“JUCEMG”) since the beginning of 2002 may be considered by the Board as inactive, having their registry cancelled. The cancelling of the registry implies in the automatic loss of the protection of the corporate name. This measure is based on article 60 of Federal Law nº 8,934/1994, the Federal Decree nº 1,800 of 30/01/1996 and the Normative Ruling nº 72 of 28/12/1998 of the Trade Board National Department - DNRC. According to Notice n° 01/2012, issued by JUCEMG, individuals or companies subject to this automatic cancelling on April 16, 2012, shall request, until April 13, 2012, the registry of an “Exploitation Notice”, or a “Temporary Suspension of Activities Notice”, or register all amendments to articles of association and by-laws since 2002, to avoid having their registry cancelled. It must be noted that this does not exempt individuals and companies from social, tax and other liabilities before the public administration. In case you need to verify whether your company falls within this new regulation, the Corporate team of Chenut Oliveira Santiago law firm is at your disposal to take all necessary measures.

02/04/2012 - Decision of the São Paulo Federal Justice benefits foreign company supplier of non-technical services in Brazil. (Paulo Antônio Machado da Silva Filho) The Federal Regional Tribunal of the 3rd Region has recently rendered a decision that benefits companies supplying non-technical services in the Brazilian territory, when the company’s head office is located in a country that has executed with Brazil a treaty to avoid double taxation. Frequently, the Brazilian Federal Revenue understands that the profits obtained in the Brazilian territory by services’ suppliers situated abroad should suffer retention of 15% to 25% as income tax (the percentage varying according to the technical or non-technical nature of the service). This interpretation would set aside the application of the article regulating the company’s profits, included in treaties to avoid double taxation, over burdening service suppliers’ companies. Analyzing a case where a tourism company located in a country that has ratified a treaty to avoid double taxation of income with Brazil, this company supplying non-technical services in the Brazilian territory, the Federal Regional Tribunal of the 3rd Region considered that the income resulting from these services should be considered as profits and, therefore, not taxable in the Brazilian territory, due to the existence of the international treaty. In this particular case, the tribunal’s decision, which still may be overturned by superior courts, creates a precedent in the sense that the provision of the international treaty related to company’s profits is applicable to incomes arising out of the rendering of services by foreign companies in the Brazilian territory, at least with respect to non-technical services.

02/04/2012 - Change in STJ`s position on the calculation basis of ISSQN on engeneering services (Paulo Antônio Machado da Silva Filho) The Superior Tribunal of Justice has recently changed a consolidated positioning with respect to the deduction of the calculation basis of the ISSQN (tax on services of any kind), coming back to its old positioning. The superior court has, until now, decided about the impossibility to exclude from the calculation basis of the tax on services amounts related to sub-contract works. This positioning was based on the argument that the calculation basis of the tax on the performance of services of engineering work would be the total cost of the service, without the possibility to deduct amounts corresponding to materials used and sub-contract works (“Recurso Especial” 662.385/MG). However, the Supreme Court (“Superior Tribunal Federal”), recognizing the general repercussion of this issue, has manifested its agreement to deduct from the ISSQN calculation basis materials employed in the civil construction. In a decision on this very issue, Ministry Carlos Ayres Britto affirmed that the Supreme Court jurisprudence is clear in the sense that art. 9 of Law-Decree 406/1968 was integrated in the 1988 Federal Constitution, and that therefore it is possible to deduct from the calculation basis of ISS the amounts of the materials used in the civil construction and the amounts of the sub-contract works. The First Chamber of the Superior Tribunal of Justice, following the positioning of the Supreme Court, changed its positioning consolidated for years declaring possible the mentioned deduction, by a decision in the procedure of “Agravo Regimental” in the Interlocutory Appeal 1.410.608-RS. The new understanding, for the same reasons, is expected to be followed by the Second Chamber. The deduction in question applies not only for amounts related to sub-contract works but also to amounts of materials used in the rendering of the service and has as legal basis article 9 of Law-Decree nº 406/68, integrated, by the 1988 Federal Constitution, as Complementary Law in material sense (according to the understanding expressed by the Supreme Court). For those that collect a surplus of tax, it is possible to recover the amount unduly paid by means of a law suit. In case your company finds itself in this situation, our Tax Law team can give you all the assistance to recover your credit.

02/04/2012 - International Capitals - The time limits for the rendering of CBE`s declarations were defined (Renato Schweizer Lage Araújo) Central Bank Circular n. 3,574 has entered into force in January 2012 and established the time limits for individuals and legal entities resident, domiciled and with head offices in the country to present their declaration of assets and values held abroad (Declaration of Brazilian Capital Abroad – CBE), according to Resolution Nº 3,854 of May 27, 2010. The purpose of this declaration is to follow the capital flow in the country, as well the permanent assessment of their stock. Residents in Brazil that have assets abroad in an amount equal or superior to US$100,000.00 (one hundred thousand US Dollars) in December of each year, shall present their respective CBE’s Declarations annually. -  For December 31, 2011, the annual declaration shall be filled in until April 5, 2012. In addition to the annual declaration, residents in Brazil with assets and values abroad of an amount equal or superior to US$100,000,000.00 (one hundred million US Dollars), shall present the declaration quarterly, on March 31, June 30 and September 30 of each year. For the 2012 year, the time limits are as follows: -  The quarter declaration of March 31, 2012: deliver between 9 a.m. on April 30, 2012 and 8 p.m. on June 6, 2012; -  The quarter declaration of June 30, 2012: deliver between 9 a.m. on June 30, 2012 and 8 p.m. on September 6, 2012; -  The quarter declaration of September 30, 2012: deliver between 9 a.m. on October 29, 2012 and 8 p.m. on December 7, 2012. All documents corroborating the declarations shall be kept for a period of five years, counted from the year of the declaration, in case the Central Bank requires a copy of them. In case the Declaration of Brazilian Capital Abroad is not made, the defaulting person is subject to penalties by the Central Bank, of a maximum amount of R$ 250,000.00 (two hundred and fifty thousand reais), depending on: (a) delay in the presentation of the declaration, (b) presentation of declarations with inaccurate or incomplete information, (c) declaration not presented or no presentation of the corresponding documents to the Central Bank of Brazil, or (c) presentation of false declaration or presentation of false information regarding the values subject to declaration. The Corporate team of Chenut Oliveira Santiago – law firm is at your disposal to clarify any issues on this topic.

02/04/2012 - Extension of time for geo-referencing of rural areas of up to 500 hectares (Marcela Turani Palhares) It has been published in the Official Gazette the extension of time to the compulsory geo-referencing of rural properties of up to 500 hectares. The new Decree (Decree n° 7,620/11) sets forth four new deadlines to initiate the geo-referencing. Therefore, for rural areas between 250 and 500 hectares, the new deadline is November 2013 (10 years), for rural areas between 100 and 250 hectares, the new deadline is November 2016 (13 years), between 25 hectares and 100 hectares, the deadline is November 2019 (16 years ) and areas of up to 25 hectares, the deadline is November 2023 (25 years). According to the National Institute of Colonization and Agrarian Reform - INCRA, the geo-referencing aims at situating the rural property in the globe, and establishing an address to the area, defining its form, size, location, through methods of topographic analysis, describing limits, characteristics and confrontations. In fact, it is a mapping of the area. The geo-referencing is regulated by Federal Law n°. 10,267/01, which determined the compulsory realization of rural properties’ mapping in order to be able to update the property situation before a public notary, such as dismemberment, installment, or other types of transfer. The non-compliance with the geo-referencing obligation, at the expiry of the new deadlines mentioned above, implies on the impossibility to register any changes in the rural property matriculation, even for financing purposes, mortgage, public credits and, also, in the environmental regularization of the property. The Corporate team of Chenut Oliveira Santiago – law firm is at your disposal to clarify any issues on this topic.

02/04/2012 - New modality of company in Brazil – EIRELI (Marcela Turani Palhares and Tatiana Metran Armandou) According to Law nº 12,441, published on July 11, 2011, the Brazilian system of laws has, since January 8, 2012, a new modality of entrepreneurial company. The EIRELI – Limited liability Individual Company may be constituted by a single person holding the totality of the companies’ corporate capital. Therefore, with this new modality, it is possible to constitute in Brazil single person companies or still to change companies already constituted into this new type of company. The constitution of an EIRELI will benefit the individual that intends to exploit entrepreneurial activity without the risk that his personal assets be taken into account together with that of the legal entity, and therefore, be liable for any obligations of the company resulting from its entrepreneurial activity. However, we note that the law regulating the changes in the Civil Code and allowing the constitution of the EIRELI, sets forth some requirements, as follows: (i)                     In order to constitute the legal entity with a single individual person, it is necessary to have a minimum paid-up corporate capital of 100 times the highest minimum salary in force in the country; (ii)             The individual person may participate in other companies provided that they are not EIRELIs. On another hand, the EIRELI offer advantages similar to those of limited partnerships, not having limits to its annual billings and limiting liability to the company’s assets, with exclusion of the individual personal assets. Limited partnerships having an interest may apply for the Trade Board to change to the EIRELI modality, subject to the compliance with the requirements mentioned above. The Corporate team of Chenut Oliveira Santiago – law firm is at your disposal to clarify any issues on this topic.

02/04/2012 - Electronic Registry of presence – New extension has postponed the implementation of the system. (Débora Félix de Ávila) Ordinance nº 1.510 issued by the Ministry of Labor, that regulates the electronic registry of presence and the use of the Electronic Registry of Presence System – SREP, has entered into force at the date of its publication, on August 25, 2009. According to the new system, companies with more than 10 employees that already use electronic equipment for the registry of working hours shall henceforth use the Electronic Registry of Presence (REP) in replacement to all other presence control system that use electronic means to identify the employee, treat, stock and send any electronic information regarding the presence of the employee in the company. With this new equipment (REP) the objective is to preserve the original work day data, standardize work day registry reports and digital files for the use of the labor control authorities, in addition to avoid frauds and damages to the employees. For this purpose, Ordinance 1510/09 has conferred to the equipment particular characteristics, of strict observance, such as: not be used for other purposes such as access control, alarm triggering, etc; not depend on any equipment or external connection to register the presence of employees; not limit the periods of registry of presence; not allow the equipment to register presences automatically; not allow the change or deletion in the data registered; allow the issuance of a printed proof to the employee for each presence registered, among others. However, although the use of the Electronic Registry of Presence (REP) is regulated since August 2009, the deadline for the compulsory use of the equipment has been postponed for the 5th time and now will be implemented in phases, depending on the activity of the employer, as a result of the new extension granted by Ordinance 2.686, published on December 27, 2011. New deadlines were fixed as follows: I – As from April 2, 2012, for companies that exploit industrial activities, commerce, companies in the services sector, including, amongst others, the financial sector, transports, construction, communications, energy, health and education; II – As from June 1, 2012, for companies that exploit agro-economic activities according to the provisions of Law n.º 5,889, of July 8, 1973; III – As from September 3, 2012, for micro companies and small size companies, defined in Complementary Law nº 126/2006. The confusion is due not only to the high cost of installation and maintenance of the new system, but also for the lack of equipments in the market in conformity with the new regulations. The conformity of equipments has been resolved by the Ministry of Labor and Employment (MTE) with the registry and certification of all REP’s suppliers, so as to facilitate the acquisition of equipments that respond to the requirements of Ordinance 1510/09. Any equipment model that does not figure in the certification list, will not be considered suitable to register the presence, and the establishment under control of the Ministry of Labor that does not respect Ordinance nº 1.510/2009 may be subject to notices and penalties. The costs issue for the companies is still pending. Therefore, the adequacy to the new electronic presence control system is a fact, and lacks of immediate implementation. The risks in not following the new rules are real, due to the possibility to incur penalties decided by the Ministry of Labor, or due to the short time to adapt to the new rules. The Labor team of Chenut Oliveira Santiago – law firm is at your disposal to clarify any issues on this topic.

10/02/2012 - The preference for national products and services in public biddings Fernanda Assis Souza and Maria Letícia R. G. Araújo Resende - Attorneys of the Public Law Department On 16 December 2010, Federal Law n° 12.349/2010 has expressly included in the wording of article 3 of Law nº 8.666/93,the “promotion of the sustainable national development” among the principles of public biddings. Among the innovations introduced by said Law, the most relevant one concerns the possibility of imposing, in public biddings,a margin of preference to Brazilianmanufactured products and services. Therefore, the authoritiesare entitled to choosenational products and services, even if they have a price of up to25% (twenty five per cent) superior to those of foreign products and services. In order to apply the mentioned marginof preference, several specific requirements must be observed, such as: stimulation of employments and generation of revenue; impacton the tax collection; development and technological innovation in Brazil; additional cost of products and services and; in their adjustments, retrospective analysis of the results. Suchmargin of preference to national manufactured products and services –to be applied at the bidder entity’s own discretion -may be extended to products and services originated from the Member Nations of the South Common Market– Mercosul. Another important change introduced by the mentioned Law concerns the order of the tiebreaker criteria in public biddings. In this sense, in case of a tie between bidder companies which are in an equal foot, the criteria used will be the following, by order of preference: products or services produced in Brazil; products or services produced or supplied by Brazilian company;products or services produced or supplied by companies that invest in research and in Brazilian technological development. The legal provisions brought by Law n° 12.349/2010 were regulated by the Federal Decree n° 7.546/2011, published on 3 August 2011, which is much more conceptual than regulatory. Details regarding the margin of preference and other issues will be detailed in a future Decree, according to the conclusion than can be drawn from the wording of art. 5º of the Decree[1]. Therefore, based on the above, we note that Federal Law n. 12,349/2010 introduced significant rules with the purpose not only to benefit those that supply Brazilian manufactured products and services, but also to stimulate and strength the technological and productive development in Brazil. The Public Law team of Chenut Oliveira Santiago law firm is at your disposal to clarify any questions on the above.

[1]“Art. 5o. The Decree that establishes the margin of preference shall discriminate the scope of its application and may specify the universe of Brazilian technical rules applicable to product, service, group of products and group of servicesfor the purposes of this Decree.”

10/02/2012 - Tax benefits in Rio de Janeiro Paulo Antônio Machado da Silva Filho -  Attorney of the Tax Law Department The Rio de Janeiro State Law nº 6.136, passed on 29 December 2011, sets forth the possibility of (a) excluding tax fines and part of the accrued interest levied ondebts enrolled in the state past-due liability roster (“Dívida Ativa”), (b) reducing amounts due and (c) paying such debts in installments or offsetting them with writs of payment (“precatórios”) already issued. There is also the possibility to apply the aforementioned legal options over debts not already enrolled at Dívida Ativa, subject that this inclusion be expressly requested. The state law must be regulated by an executive order,which is likely to be made public in February, 2012. Should you need any further clarification about the mentioned state law or should you wish to apply for the benefits of the exceptional measures dealt with above, our tax law team is at your disposal.

11/10/2011 - MARINA MENDES COSTA talks on the theme "Brazil: actual forces and challenges of a big market " during a meeting organized by the International Center of the Chamber of Commerce and Industry of Loiret.

07/07/2011 - MARINA MENDES COSTA and Credit Foncier Home organize a meeting on the theme "Real Estate acquisitions by non residents in France: the Parisian market " in Paris.

08/06/2011 - MARINA MENDES COSTA talks about “Suggestions for a successful investment in Brazil: the medical and agribusiness sectors” during a conference organized by the Bordeaux Chamber of Commerce and Industry.

17/05/2011 - MARINA MENDES COSTA attends the second “Business Club Brésil” in Nancy and talks on the theme "Tips and tricks for a successful investment in Brazil: cultural aspects, drafting of agreements, different ways of investing".

27/04/2011 - MARINA MENDES COSTA talks on "How to accede to the Brazilian working market: visas and working permits" in Brussels during a conference organized by the Belgium Luxembourg Brazilian Chamber of Commerce.

30/11/2010 - MARINA MENDES COSTA participates in the event organized by the World Trade Center of Nantes Atlantique and makes a speech on the "Import of Goods in Brazil" to local companies.

17/11/2010 - The Paris Chamber of Commerce and Industry in collaboration with the law firm Chenut Oliveira Santigo organise a workshop on " The new rules for bidding in Brazil", wednesday 17 November 2010 from 9h to 11h15 followed by private meetings.

16/11/2010 - The France-Brazil Chamber of Commerce, São Paulo chapter, and the Legal Commission organize a meeting on the topic "The recent and principal amendments in the Brazilian legislation concerning public bids: contracts for the olympic games of 2016 and the world cup of 2014 (MP nº489/10) and the preference for national goods and services (MP nº495/10). The topic will be presented by FERNANDA ASSIS SOUZA partner at Chenut Oliveira Santiago and specialized on Public law.

03/11/2010 - MARINA MENDES COSTA talks on the theme "Legal advice for a successful setting-up in Brazil" at the Forum Brazil 2010 on «Brazil, post-crisis' commercial expectations» organized by the Havre Devellopement and the Faculty of International Affairs of the Havre.

21/10/2010 - DOMINGOS PAIVA DE ALMEIDA talks about "Brazilian Urban Management" in Beijing (China) at the International Legal Conference on Legal Issues of Public Participation.

10/09/2010 - JULIA MOTTE-BAUMVOL talks about « A Contribution to the Study of the Interaction between WTO Law and International Law » at the WTO headquarters in Geneva, Switzerland.

13/08/2010 - FERNANDO SANTIAGO talks about "International Law - Atractiviness and Opportunities" in São Francisco do Sul, State of Santa Catarina.

15/07/2010 - and 16 - MARINA MENDES COSTA will participate in the IV Congress organized by the Arbitration Center of the Portuguese Chamber of Commerce and Industry and will talk on «The Powers of the Arbitral Tribunal to order provisional measures» in Lisbon.

26/05/2010 - During the ICCA Congress in Rio de Janeiro, MARINA MENDES COSTA organized together with the Arbitration and Mediation Center of the Brazil-Canada Chamber of Commerce a breakfast meeting at Hotel Sofitel to discuss «Practial Aspects of Arbitration in Brazil».

06/05/2010 - Durign the VIII Brazilian Forum of Negotiation and Public Management, the lawer FERNANDO ANTONIO SANTIAGO JUNIOR, partner at the law firm Chenut Oliveira Santiago, issued his book on "The Regulation of the Brazilian Public Electricity Sector". The event took place at Royal Tulip Brasília Alvorada (SHTN, trecho 1, conj. 1B, bloco C -Brasília/DF).

05/03/2010 - The french-brazilian law office CHENUT OLIVEIRA SANTIAGO and UBIFRANCE organized at the headoffices of Ubifrance in Paris a breakfast with the Brazil Secretary State of Foreign Trade, Mr. Welber Barral, about the economic situation and new challenges of Brazil in the horizon of the world cup of 2014 and the olympic games of 2016. Welber Barral, Philippe Lecourtier e Charles-Henry ChenutWelber Barral e Fernando Santiago

30/04/2009 - CHARLES-HENRY CHENUT, PHILIPPE BOUTAUD SANZ and FERNANDO SANTIAGO participate in the colloquium « Meeting with experts on the Brazilian market» organized by the Federation of Mechanic Industries in Paris.

17/04/2009 - CHARLES-HENRY CHENUT talks on theme «Brazil: challenges of a new market» at the Superior Institute of Sciences, Techniques and Commercial Economy – ISTEC in Paris.

15/04/2009 - FERNANDO SANTIAGO talks on “Experience on Electric Energy Regulation in Brazil and France – Criticisms and comparative analysis», at the Electric Energy National Agency (“Agência Nacional de Energia Elétrica»).

15/04/2009 - CHARLES-HENRY CHENUT talks about «The Expatriation: the success of your work abroad.» Conference IPAG in Paris.

31/03/2009 - MARINA MENDES COSTA talks about « Arbitration in Brazil: a panoramic overview of its legislation and case law», at cabinet Bakert Botts in London.

26/03/2009 - CHARLES-HENRY CHENUT, FERNANDO SANTIAGO, MARINA MENDES COSTA and JULIA MOTTE-BAUMVOL participate in the seminar «Securitize your contracts and business affairs in Brazil» organised by the Development Institute International – D ii in Paris.

24/03/2009 - CHARLES-HENRY CHENUT talks on «The economic attractiveness of Brazil: the new challenges for French companies » at the Salon International des Solutions Logistiques in Paris.