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Technology and startup lawyer in Brazil
For founders, CTOs and investors who need to grow fast without leaving behind the cap table, code ownership and contracts that would not survive due diligence.
A technology and startup lawyer in Brazil prepares the company to grow and raise capital: shareholders' agreements, vesting, investment instruments under the Startup Legal Framework (Complementary Law 182/2021), SaaS contracts, software intellectual property and compliance with the LGPD, Brazil's data protection law. Call before the first round, hiring developers or signing with major customers.
A technology and startup lawyer in Brazil has to keep up with the product. Startups pivot, hire quickly and negotiate with investors and large customers before they have a legal department, and each of those steps leaves a paper trail that will be read closely in a funding round or an exit.
Complementary Law 182/2021, Brazil's Startup Legal Framework, gave legal certainty to instruments such as subscription options and convertible loans, and established that investors who contribute through them are, as a rule, neither treated as partners nor liable for the company's debts. Law 13,709/2018 (LGPD) and Law 9,609/1998, on software, complete the basic map for anyone selling technology in Brazil.
We work with founders, CTOs and investors, including foreign funds investing in Brazilian startups, connecting those rules to the business: who owns the code, how partners come in and leave, what the SaaS contract promises on availability and liability, and how the tech team is hired without creating labor liabilities.
Industry challenges
Messy cap table
Equity promised in conversation, partners who left without paperwork and no vesting stall funding rounds and increase investor demands.
Unclear code ownership
When developers engaged as contractors or freelancers work without a written contract defining scope and assignment of rights, ownership of the product can be challenged precisely during due diligence.
Fragile SaaS contracts
Poorly defined service levels, liability caps, price adjustments and termination rules turn a system failure into a dispute with a strategic customer.
Personal data at the core of the product
Platforms that process data need a legal basis, contracts with processors and an incident response plan under the LGPD, or they face sanctions from the ANPD, Brazil's data protection authority, and a loss of market trust.
How we help
Corporate structure and fundraising
We organize articles of association, shareholders' agreements, vesting and investment instruments under the Startup Legal Framework, preparing the company for funding rounds and investor due diligence.
Technology contracts
We draft and negotiate SaaS agreements, software licenses, terms of use, development contracts and partnerships, with clear rules on liability, service levels and intellectual property.
LGPD applied to the product
We map the platform's data flows, define legal bases, review policies and processor agreements and structure incident response.
A tech team without liabilities
We guide the hiring of developers and service providers with IP assignment and confidentiality clauses and criteria that reduce the risk of an employment relationship being recognized.
Practice areas involved
Frequently asked questions
What did Brazil's Startup Legal Framework change for investors?
Brazil's Startup Legal Framework (Complementary Law 182/2021) listed investment instruments that do not immediately make the investor a partner, such as convertible loans and subscription options. As a rule, investors who contribute through these instruments are not liable for the company's debts, except in cases such as fraud. This brought more predictability to angel investors and funds.
Does my startup need a shareholders' agreement?
Yes, especially before raising capital or expanding the founding team. The agreement sets out vesting, partner exits, preemptive rights, decision-making and what happens in a dispute, issues the articles of association usually do not cover.
Who owns software created by a contractor in Brazil?
It depends on the contract. Law 9,609/1998 assigns to the contracting party, unless otherwise agreed, the rights to software developed under a contract expressly intended for that purpose, but without a written document it is hard to prove scope and authorship. That is why we recommend an express assignment clause in every contract with developers.
Does hiring developers as contractors create labor risk in Brazil?
It can, if in practice there is subordination, regularity, personal service and pay typical of employment. A contractor agreement does not prevent an employment relationship from being recognized when the routine is that of an employee, so the hiring model must reflect how the work actually happens.
When does a startup need to comply with the LGPD?
From the first personal data it processes. Law 13,709/2018 applies to companies of any size, with simplified rules for small processing agents set by the ANPD, and it also reaches foreign companies that offer services to people in Brazil. Investors and corporate customers often require compliance as a condition for closing deals.
Would your startup survive due diligence today?
Talk to us and find out which adjustments to contracts, corporate structure and data practices will get the company ready for its next round.