There are several types of corporate restructuring provided for in the Brazilian Corporate Law (Law No. 6.404/76), the Securities and Exchange Commission and the Brazilian Civil Code (Law No. 10.406/02). Some of them necessarily require the presentation of the evaluation report accounting to support the values that make up the company's equity or net assets on the date of the transaction.
When talking about the integration of social capital, the levaluation report Its purpose is to ensure that the asset being used as a capital contribution is not overvalued, which could favor one shareholder over another. In general, the evaluation report enables the parties to the transaction to become aware of the actual composition of the equity involved.
Even when not mandatory, in several other situations, the evaluation report may prove to be important and necessary. In operations involving the purchase and sale of equity interests, including the evaluation report 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 evaluation report
is in asset or liability adjustment, also known as 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 regulated professional, who will follow all the procedures established by the Accounting Pronouncements Committee.
Therefore, it is always important to be aware of the possibilities of corporate reorganizations available, not only to ensure adequacy to the market, but also to ensure the lowest tax effect, as well as the best legal certainty of the chosen restructuring model, being prudent to consult a specialist to assist during the reorganization and in the elaboration of the evaluation report.
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