Ascending markets and its possibilities in the current scenario:

IT and Healthcare

USA mission | November, 2015

Helio MoraesPK Advogados

Legal entities incorporation (Ltda. & S.A.)ManagementAt least one officer (Ltda.) and Board of Officers with at least 2 officers (S.A.)Officers must be Brazilian residents and not legal entitiesCorporate CapitalQuotas (Ltda.) / Shares (S.A.) with no quota/share certificates issuedNo minimum capital, except for special casesDeliberationsMajority approval: 50%+1 (S.A.)Special quorum (75%) for by-laws amendment (Ltda.)

PartnersTwo (with attorney in fact in Brazil)Similar for Limited Liability Company (Ltda.) or Corporation (S.A.)

Cross-boarder capital

Capital repatriationForeign capital may be repatriated at any timeNo minimum period of investmentFree of any tax or authorization, provided it is within the invested amount stated to Central Bank

Profit remittance abroad Foreign investments made by the partners are to be duly recorded with Central BankThe Brazilian company must demonstrate its profits

Capital gainThe amount to be repatriated exceeding the value registered before Central Bank is subject to a 15% withholding tax and to the prior registration with the Central Bank

The IT market

RevenueUSD 123 bi

Source: Brasscom

Share of the GDP5.2%

Main industries

ExportationUSD 2.5 bi

Professionals2.5 m

Financial

Manufacture Communications

Oil & gas

Retail Agriculture

Government

IT legislation | Internet Civil Framework

Main issuesData privacy, confidentiality and freedom of speechNeutralityCollection and use of private data

Data safeguard and content deletionData connection released upon court order

Safeguard of 1 year for connection log data and 6 months for application log data

Content deletion depending on court order, except for sexual or nude images

Software distribution models(as of jan/16 – approximate values)

Direct sale and

commission

Software company

distributorEnd user

Resale

Software company

distributor$100

-$22

$10$85

$122

End user

-$19

-$8

-$1

IT taxes

ICMS or ISS? Competition between states and cities * Software: service or merchandise? SaaS, PaaS, IaaS - Contractual analysis

Tax incentives: Payroll tax cut4,5% on the gross revenue or 20% on

payroll

State competition over e-commerce taxation

* Most of the distribution centers are located in the states

of the south and southeast of Brazil

* Gradual Transference of

the ICMS to the State where the consumer is located

Investments in healthcare Foreign investments allowed in 2015. No further regulation is necessary

Case: Carlyle has purchased 8.3% of Rede D’Or for USD 440 million

Who is paying the

bill?

How much is the bill?(USD)

Source: KPMG

Product and service distribution – Anvisa highlights

Entities in Brazil (manufacturer, importer or distributor) are liable for their products and must provide traceability labels with identification of each material or component

Any product change, variation or defect must be reported to Anvisa, notifying all the measures that will be taken

Manufacturer’s/importer’s starter kit:Certificate of Good Manufacturing Practices Product registration before AnvisaStorage area adequate for the operation size

Apps, new technologies and trends

Advertising

Diagnose

Online appointments

Patient disclosure

Prescription

General literature

Personal data inputs

Case discussion among doctors

Appointment scheduling

Thank you!

Helio Ferreira Moraeshfmoraes@pk.adv.br

Pinhão e Koiffman AdvogadosAv. Dr. Cardoso de Melo 1340  12º andar

São Paulo/SP(11) 3054 1020

www.pk.adv.br

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