Direito Empresarial
Core concepts
Entrepreneur (art. 966 CC) is one who professionally exercises organised economic activity. The EIRELI was extinguished by Lei 14.195/2021 and replaced by the SLU. Study LTDA, S/A (Lei 6.404), simple societies and cooperatives. Disregard of legal personality (art. 50 CC; arts. 133 to 137 CPC; art. 855-A CLT) requires abuse of personality or patrimonial confusion, and the courts also accept the minor theory in some hypotheses. Also establishment, trade name and Junta Comercial registration.
Credit titles: cheque, duplicata, nota promissoria, with cartularity, literality and autonomy. Insolvency: Lei 11.101/2005, amended by Lei 14.112/2020; recuperacao judicial requires two years of regular activity, a plan and approval; recuperacao extrajudicial and falencia follow art. 83 classification.
Traps
The classic trap is the labour credit in falencia: it is extraconcursal up to 150 minimum wages (art. 83, I). Another: recuperacao judicial does not suspend labour actions indefinitely; the stay is limited and depends on the court. Confusion between SLU and the extinct EIRELI is also common.
Rule of thumb
For recuperacao judicial, check three points: two years of activity, not bankrupt, and an approved plan. Worked example: a company with eighteen months of activity cannot apply.