The consortium of companies is provided for in Articles 278 and 279 of Law No. 6,404/76 (Corporations Law). It allows different companies to join forces to carry out a specific venture, such as a public works project, a service concession, or other types of projects.

Although it has its own National Register of Legal Entities (CNPJ), the consortium does not have legal personality. Each company maintains its individuality and is only responsible for what was defined in the agreement. This agreement must be filed with the Board of Trade, and a lead company must be designated to represent the group.

It is important not to mistake this model of business consortium with the consortium of goods and services. While the former brings companies together for a joint venture, the latter is regulated by Law 11,795/2008 and by the Central Bank of Brazil, and is used to purchase real estate properties, vehicles, or other assets.

Why are consortia of companies created?

Business consortia are widely used in large infrastructure projects, such as the construction of highways, subways, and power plants, but they also appear in sectors such as technology and communications.

The main advantages are:

  • Division of risks and costs among the participating companies;
  • Complementarity of expertise, bringing together specialists in different fields; and
  • An increase in competitiveness, as the consortium can compete for large-scale tenders and projects that individual companies could not take on.

Legal obligations and consortium registration

Many believe that simply registering the consortium of companies with the CNPJ is enough to comply. However, in practice, there are other obligations:

  • CNPJ: mandatory registration with the Brazilian Federal Revenue Service;
  • State registration: required in cases of services subject to ICMS;
  • Municipal registration: depending on local legislation, and
  • Operation Permit: may be requested by the municipality, depending on the activity.

The role of the lead consortium member

The agreement must designate a lead consortium member, who will be responsible for representing the group before public and private entities. This member also fulfills a significant portion of the tax and administrative obligations.

In practice, this member takes the lead in the consortium, even though responsibilities are shared among all consortium companies.

Consortium concerns and challenges

Despite the advantages, the consortium presents challenges, namely:

  • The absence of legal personality can cause operational difficulties;
  • There is a risk of default by consortium members, which could compromise the progress of the project; and
  • Conflicts of interest may arise, requiring well-structured agreements.

Consortia are an excellent alternative for companies seeking to compete in large tenders and share risks in strategic ventures. However, it is not enough to register for a CNPJ; it is necessary to comply with obligations, taking into account the activity and particularities of each state.

At PLBrasil Paralegal, we offer comprehensive support for registering and regularizing business consortia, ensuring legal compliance and avoiding risks for the companies involved. Contact our specialists and learn how to formalize your consortium safely and efficiently.

Contact our specialists and learn how to formalize your consortium safely and efficiently.

Contact our specialists and learn how to formalize your consortium safely and efficiently.

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