Social contract: types, requirements and importance

The articles of association are a fundamental document for formalizing companies in Brazil. More than just a bureaucratic record, they establish rules, responsibilities, and rights among partners, serving as a basis for corporate coexistence. The correct drafting of this document, combined with good document management, is crucial to ensure legal certainty and avoid future conflicts.

What is a social contract?

A social contract is a formal agreement between individuals or groups that establishes the terms and conditions for peaceful and fair coexistence within a society. These terms include rules, laws, and rights that ensure the well-being and safety of all involved.

Historically, the concept of the social contract was developed by philosophers such as Thomas Hobbes, John Locke, and Jean-Jacques Rousseau. Hobbes, for example, believed that the social contract was necessary to establish a strong government that could protect individuals from violence and chaos.

Locke, on the other hand, argued that the social contract was a way to guarantee freedom and individual rights, while Rousseau argued that the social contract should promote equality among citizens.

Regardless of the approach, the social contract's main objective is to establish a set of norms that regulate the conduct of individuals within a society. These norms can range from laws punishing crime to rules for coexistence in public spaces.

Furthermore, the social contract also establishes the relationship between individuals and the government. In this sense, the government is seen as a mediator that ensures compliance with the social contract and the protection of citizens' rights.

However, it's important to emphasize that the social contract is not a static agreement. It can be modified and adapted over time, according to the needs and changes in society. This means that citizens' rights and duties can be redefined according to political, economic, and cultural transformations.

What are the types of social contract?

There are several types of articles of association that can be used for this purpose. Here, we highlight the four main ones: Limited Liability Company (LTDA), Individual Limited Liability Company (EIRELI), Sole Proprietorship (EI), and Single-Member Limited Liability Company (SLU).

A Limited Liability Company (LTDA) is a type of partnership in which two or more people join forces to create a for-profit company. In this type of company, the partners' liability is limited to the value of their shares, meaning they are not liable for the company's debts beyond this limit. Furthermore, a LTDA is a type of company with a more complex organizational structure, with management bodies such as a Supervisory Board and a Board of Directors.

A Limited Liability Company (EIRELI) is a type of company charter in which a single person creates a for-profit company. In this case, the entrepreneur's liability is limited to the value of the company's share capital.

The main advantage of an EIRELI is the ability to create a company without the need for additional partners. Furthermore, this type of company allows the entrepreneur to protect their personal assets from potential company debts.

An Individual Entrepreneur (EI) is a type of partnership in which a single person creates a for-profit company. In this type of company, the entrepreneur is unlimitedly liable for the company's debts, meaning their personal assets can be used to pay off the company's debts.

EI is a simpler and more agile way to create a company, but it carries a greater risk for the entrepreneur.

Finally, the Single-Member Limited Liability Company (SLU) is a social contract in which a single person creates a profit-making company, but with the advantage of limiting liability to the value of their shares.

This type of company is a recent innovation in Brazilian legislation and aims to encourage the creation of companies by individual entrepreneurs.

It is worth noting that choosing the ideal type of articles of association for creating a company depends on several factors, such as the entrepreneur's profile, the type of business, and the capital available for investment.

Therefore, it is recommended that you seek the guidance of a lawyer or accountant to help you choose the most appropriate type of articles of association. At the same time, understand more about digital contracts and how they work can help entrepreneurs integrate more efficiency into their business.

What are the requirements of a social contract?

For a social contract to be valid, it must meet some fundamental requirements, such as the title, preamble, body of the contract, mandatory clauses and closure.

The title of the articles of association should clearly state the purpose of the document—the creation of a company or partnership. The title must be clear and objective to avoid ambiguity or misinterpretation.

The preamble of the articles of association is the section that comes before the body of the agreement and provides a brief introduction to the company or partnership being created. This section should include relevant information, such as the company name, corporate purpose, share capital, and headquarters.

The body of the contract is the most important part of the document and should contain all the clauses governing the company or partnership. This section establishes the organization's operating rules, such as the management method, the rights and duties of partners or members, the distribution of profits and losses, and other relevant aspects.

Mandatory clauses are those that must be included in the articles of association, in accordance with the Digital Signature Law. Are they:

• the name of the company or society;
• the corporate purpose;
• the duration;
• the organization's headquarters;
• the share capital and its division into shares;
• the responsibilities of partners or members;
• the organization's forms of administration;
• the form of deliberation of partners or members;
• the form of dissolution of the organization;
• the closing date of the fiscal year.

Finally, the closing of the articles of association is the part that concludes the document and must contain the date and signatures of all partners or members. All signatures must be notarized to ensure the document's validity. This is now possible. sign documents digitally in a practical way and with legal validity.

In addition to the requirements mentioned above, it is important that the articles of association be clear and objective, avoiding the use of technical or ambiguous terms that could generate doubts or misinterpretations. A good step is to learn more about electronic document management, which contributes to the safe and organized storage of this information.

Another point of attention is to understand how the document authentication, as this process guarantees even more legal security in the formalization of the company.

Starting a business requires attention to every detail, from choosing the corporate type to formally signing the contract. Understanding the requirements is essential to reducing risks and avoiding future legal issues.

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