There are various types of corporate restructurings provided for in the Joint Stock Companies Act (Law No. 6,404/76), the Securities and Exchange Commission and the Brazilian Civil Code (Law No. 10,406/02). Some of them require, compulsorily, the presentation of valuation report accounting to substantiate the amounts that make up the company's net worth or net assets at the date of the transaction.
When talking about the payment of capital stock, the valuation report its purpose is to ensure that the asset being used as a capital contribution is not overvalued, which could privilege one shareholder over another. In general, the valuation report allows the parties to the transaction to become aware of the real composition of the assets involved.
Although not mandatory, in several other situations, the valuation report it may turn out to be important and necessary. In transactions involving the purchase and sale of equity interests, including valuation report it is commonly used and may also be important in probate proceedings and in cases of legal separation, where it is necessary to assess the real value of the assets involved in the transaction.
Another situation that makes it necessary to use a valuation report It is an adjustment of assets or liabilities, also known as an Equity Valuation Adjustment, when it is used to determine the book value of an asset or liability measured at fair value, which can be adjusted positively or negatively. For this type of assessment, the report will be prepared by an expert or professional regulated to do so, who will follow all the procedures established by the Accounting Pronouncements Committee.
Thus, it is always important to be aware of the possibilities of corporate reorganizations available, not only to guarantee an adaptation to the market, but also to ensure the lowest tax effect, as well as the best legal security of the chosen restructuring model, and it is prudent to consult a specialist to assist during the reorganization and in the preparation of the valuation report.
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