Supplementary Law No. 167 of April 24, 2019, regulates the creation of Simple Credit Enterprises ("ESC") and reduces bureaucracy for startups by the "Inova Simples" regime.
The ESC aims to provide cheaper financing for individual microentrepreneurs (MEI), microenterprises (ME) and small businesses (EPP). Its financial operations will be limited to lending, financing and discounting of credit securities, carried out exclusively with own resources.
It must be constituted under the form of individual limited liability company (EIRELI), individual businessman or limited company (Ltda.), composed exclusively by natural persons, being mandatory that its business name contains the expression "Simple Credit Company".
The remuneration of ESC can only occur by means of remuneratory interest, being prohibited the collection of any other charges, even in the form of tariff.
The ESC is prohibited from: (i) physical expansion, which shall act in a restricted manner in the host municipality and the neighboring cities; (ii) any fundraising on its own behalf or on behalf of third parties; (iii) perform credit operations, in the capacity of creditor, with entities integrating the direct, indirect and foundational public administration; and (iv) earn annual gross revenue exceeding R$4.8 million.
The Inova Simples, in turn, is a special simplified regime that grants startups differentiated treatment in order to stimulate their creation, development and consolidation as inductive agents of technological advances and employment generation, through the creation of a fast process to open and close companies under the regime of Inova Simples, in a simplified and automatic way, in the digital environment of the portal of the National Network for the Simplification of Registration and Legalization of Companies and Businesses (Redesim).
With this, companies that declare themselves as startups or innovation companies, after fulfilling the requirements and requesting the opening in the system, will have business registration facilitated and their CNPJ will be granted automatically, even though such registration may be revoked in the future if an inspection identifies any non-compliance with the requirements of the new law.
It is interesting to point out that, to open the company via Inova Simples, the entrepreneur will need to declare and guarantee, under the penalties of the law, that the operation of the company will not produce pollution, noise and agglomeration of vehicle traffic at the location of its headquarters - which may be the very residence of the entrepreneur or his partners.
In addition, the Redesim portal will be integrated with the National Institute of Industrial Property (INPI) for automatic communication and any inventive content, if any, for the purposes of registering trademarks and patents. The INPI, in turn, should create mechanisms to be given priority to the examination of trademarks and patents of companies in the Inova Simples.
This tool will ensure that startups are not subject to the normal INPI analysis rite, which for trademark registration takes, on average, 18 months and for patent registration, around ten years.
On the other hand, prior consultation with attorneys specialized in trademarks and patents has become increasingly important, since the premature disclosure of technology through Redesim may turn against the entrepreneur, hindering his business if a registration is denied. In some cases, it may be recommended that the holder provide the registrations independently, directly at the INPI, requesting the priority of examination at the appropriate time.
The scheme still needs to be implemented by the government, so new regulations should be available soon. Our teams are following the movements of the public administration to keep our clients and contacts informed.
BTLaw's Corporate Law and Intellectual Property teams are available to provide advice in relation to the above topics.
