O que é um contrato de sociedade empresarial? Qual a utilidade desse documento e como posso elaborar um para minha empresa?
Muitos brasileiros sonham em abrir e gerir o próprio negócio, um objetivo que, devido às circunstâncias econômicas do país, nem sempre é viável para realizar sozinho. Por isso, as pessoas, em geral, buscam sócios para efetuar a abertura de uma empresa e, dessa forma, são formadas as sociedades empresariais, um modelo de negócios bastante recorrente no mundo do empreendedorismo.
Assim, quando se pretende abrir uma nova empresa no mercado, é imprescindível que os sócios elaborem o contrato de sociedade empresarial, comumente conhecido também como contrato social, um documento fundamental para a existência do novo negócio.
“Afinal, o que é o contrato de sociedade empresarial e por que esse documento é necessário para uma empresa?”
O contrato de sociedade empresarial é um documento oficial que define a estrutura organizacional legal da sociedade que constitui uma empresa. Nesse sentido, é possível afirmar que o contrato de sociedade empresarial para uma pessoa jurídica seria equivalente à certidão de nascimento para uma pessoa física, pois o contrato define a identidade da empresa “recém-nascida”, indicando, por exemplo, o nome da empresa, a sede, o tipo de sociedade etc. Esse é também o documento que irá estabelecer as regras e as condições do funcionamento de uma empresa, apontando, inclusive, os direitos e os deveres de cada sócio que faz parte da sociedade da empresa.
Além de ser muito importante para a organização de uma empresa, o contrato de sociedade empresarial se faz necessário para realizar registros e outras atividades em órgãos públicos, para a abertura de conta bancária da empresa e para participar de licitações governamentais.
“Como deve ser elaborado um contrato de sociedade empresarial?”
Para formar uma sociedade empresarial e abrir uma empresa, é muito importante que se saiba como deve ser redigido um contrato de sociedade para registrar a nova empresa. A elaboração de um contrato de sociedade empresarial deve ser feita com o auxílio de profissionais especializados, mas é interessante que se compreenda o processo de concepção do contrato para se certificar de que tudo está sendo procedido da maneira correta, como também para cooperar com os profissionais que ficarão encarregados por esse trabalho, fornecendo-lhe, por exemplo, as informações que forem necessárias.
Confira abaixo os passos que devem ser seguidos para a elaboração de um contrato de sociedade empresarial compreensível e completo:
1) Qualificações dos sócios
Em todo contrato devem constar os dados dos indivíduos que o assinarão e isso se aplica também em relação ao contrato de sociedade empresarial. Nesse documento devem ser dispostos os dados dos sócios da empresa, como, no caso de pessoas físicas, o nome completo, a nacionalidade, o estado civil e o endereço residencial completo.
2) Nome, sede, tipo de sociedade e as atividades desempenhadas
O contrato de sociedade empresarial é o documento que identifica a empresa, apresentando, dessa forma, a denominação (em termos jurídicos, seria a razão social), o endereço completo da sede, o tipo de sociedade empresarial e as atividades que serão desempenhadas pela empresa, bem como seus serviços e seus produtos. É preciso ter uma atenção a mais quanto ao tipo de sociedade empresarial e às atividades da empresa, pois essas informações devem estar de acordo com as classificações governamentais.
A sociedade da empresa pode ser classificada, por exemplo, como Sociedade Limitada (Ltda.), Sociedade Anônima (S.A.), Micro Empreendedor Individual (MEI), Sociedade Individual, Empresário Individual, entre outras – há mais de 20 tipos diferentes de empresas classificadas pela Receita Federal.
Sobre a classificação referente às atividades exercidas pela empresa, incluindo seus produtos e seus serviços oferecidos, é necessário consultar a Classificação Nacional de Atividades Econômicas – CNAE, uma plataforma governamental criada para padronizar as classificações de atividades econômicas.
É muito importante que as informações sobre o tipo de sociedade e a classificação das atividades da empresa estejam dispostas corretamente no contrato de sociedade empresarial, estando condizentes com as classificações existentes, pois essas duas características serão tomadas como base para definir a cobrança de tributos à empresa.
3) Capital social e participação de cada sócio
O documento deve apresentar o valor total investido no negócio por seus sócios, conhecido como capital social, explicitando a divisão das cotas – em outras palavras, demonstrar participação de cada sócio com base nos valores que cada um aplicou no capital social da empresa. Nessa seção, também é interessante indicar os responsáveis pela administração da sociedade.
4) Definição do pró-labore e da divisão de lucros
O pró-labore se trata da remuneração de cada sócio-administrador, sendo bastante relevante que o valor percentual de pró-labore de cada sócio-administrador esteja inserido no contrato de sociedade empresarial. Além disso, deve ser informada a divisão de lucros entre os sócios no documento.
5) Criação de regras para deliberações importantes da sociedade
Por fim, o contrato de sociedade empresarial deve descrever as regras para todas as possíveis situações que envolvam tomada de decisões importantes, como a realização de empréstimos, a entrada e a saída de sócios, entre outras deliberações. O documento também deve definir as regras para as votações relativas às deliberações, esclarecendo, por exemplo, o quórum para realização de votações e para aprovação das decisões.
“Depois que o documento estiver elaborado, onde deve ser feito o registro do contrato de sociedade empresarial?”
Em geral, o contrato de sociedade empresarial deve ser registrado na Junta Comercial – há exceções, como escritórios de advocacia, que são registrados na OAB. Dependendo do tipo de empresa, é preciso ainda registrar o documento em outros órgãos públicos, como a Receita Federal e a Receita Estadual.
“E o que deve ser feito em relação ao contrato em caso de dissolução da sociedade empresarial?”
Gerir um empreendimento no Brasil não é uma tarefa fácil e, muitas vezes, os resultados esperados não são alcançados. Por isso, é comum que os sócios de uma empresa optem por encerrar sua participação na empresa, gerando uma dissolução da sociedade empresarial, também conhecida como dissolução societária – “dissolução”, nesse contexto, deve ser entendida como o desmembramento da sociedade, não necessariamente como o fim. Nessa situação, há dois tipos de dissolução da sociedade: total e parcial.
Quando há a dissolução total, a sociedade e, consequentemente, o seu negócio chegam ao fim. Já no caso de dissolução parcial da sociedade, há a saída de um ou mais sócios do quadro da empresa, mas o negócio continua existindo, bem como suas atividades continuam sendo exercidas. Nesse caso de dissolução parcial, o contrato de sociedade empresarial deve ser necessariamente alterado para que fique de acordo com a nova composição da sociedade, prevenindo que a empresa tenha problemas em situações que envolvam o contrato de sociedade empresarial.
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