Corporate Planning

Corporate planning: how to structure your company's corporate governance safely and strategically

O corporate planning has become one of the pillars of modern business organization, especially for businesses that are growing, receiving investments, or dealing with multiple partners. 

Right at the beginning of any company's journey, the corporate planning helps define how society will function in practice, who decides what, and how the results will be distributed. 

As the company evolves, this structure needs to keep pace with changes, such as the arrival of new partners, internal restructuring, or expansion into other countries.

Therefore, treating it as something strategic, and not just legal, reduces conflicts, protects assets, and sustains growth in a safe and predictable manner.

What is corporate planning

Corporate planning is the process of strategically organizing a company's structure, considering partners, responsibilities, rights, governance, and asset protection.

It defines how society will be constituted, administered, and adapted over time, taking into account the tax regime, the type of activity, and the growth objectives.

Instead of leaving critical decisions for moments of crisis or disruption, the corporate planning anticipates scenarios.

It establishes clear rules on shareholding, succession, withdrawal of partners, decision-making quorum, and distribution of profits. It also connects legal, accounting, and tax issues to make the company more efficient.

This type of planning is essential for companies seeking longevity, wishing to attract investors, intending to operate in other markets, or needing to align the interests of business families and professional executives.

When should it be done?

Corporate rules must be established when the company is created, when the partners define the legal structure, each partner's share, and the basic operating rules.

At this point, making the right adjustments prevents future distortions, such as the concentration of power in a single partner or the absence of mechanisms to resolve deadlocks.

However, planning is not limited to the birth of the company. It also becomes necessary in times of change, such as the entry of new partners, corporate reorganization, implementation of a family holding company, mergers, acquisitions, sale of shares, or closure of the company. 

Whenever a business grows, diversifies its activities, or begins operating in new jurisdictions, its corporate structure needs to be reassessed.

Finally, situations of latent conflict between partners, succession in family businesses, or preparation to receive investments indicate that it is time to revisit and update corporate business planning.

The importance of corporate planning for companies

Corporate planning has a direct impact on a company's sustainability and market value.

It reduces ambiguities in management, clearly defines roles and responsibilities, and organizes decision-making. Thus, it reduces internal conflicts, protects business continuity, and strengthens trust between partners, investors, and managers.

From an economic standpoint, a well-planned corporate structure contributes to better profit allocation., asset protection and tax efficiency, always within legal limits.

The company gains predictability, which facilitates negotiations with banks, strategic suppliers, and potential business partners.

For multinationals operating in Brazil, corporate planning becomes even more relevant. Structures involving several countries require attention to international treaties, local rules, and alignment between parent companies and subsidiaries. 

An inadequate corporate structure can lead to regulatory risks, accounting rework, governance conflicts, and difficulties in remitting profits. A coherent structure, on the other hand, promotes compliance, facilitates audits, and streamlines global decisions.

In addition, companies with foreign partners or complex holding companies need clarity on the rules for entry, exit, and succession, avoiding transnational disputes.

In all cases, the corporate planning acts as an instrument for organization, legal certainty, and strengthening governance.

Key strategies used in corporate planning

Family holding company

The family holding company centralizes assets and corporate interests in a single legal entity controlled by the family. This simplifies asset management, facilitates succession between generations, and reduces conflicts between heirs. 

In addition to organizing company ownership, the holding company allows family relationships to be separated from business relationships. This provides stability to the business, better protects assets, and clarifies governance rules.

Partnership agreement

The agreement between partners defines, in writing, how the partnership will function in normal situations and in times of tension. It includes voting rules, criteria for profit distribution, dispute resolution, preemptive rights in the purchase of quotas or shares, and exit mechanisms. 

With this instrument, the company reduces the risk of legal disputes and prevents strategic decisions from being paralyzed. This agreement provides security for current partners and potential investors.

Internal policies

Internal policies complement the social contract and agreements between partners, establishing operational and governance guidelines. They address issues such as approval authority, use of company resources, hiring of relatives, compliance rules, and confidentiality. 

With well-defined policies, management becomes more predictable and professional. This promotes alignment between partners, managers, and teams, prevents arbitrary decisions, and strengthens organizational culture.

Restrictive clauses

Restrictive clauses limit certain conduct by partners in order to protect the company and the corporate group itself.

These may include, for example, restrictions on the transfer of quotas to third parties, non-competition rules, confidentiality, and post-departure quarantine. 

This type of clause reduces the risk of unwanted partners joining, strategic information leaks, or former partners setting up competing businesses. It therefore preserves the value of the business in the long term.

Succession planning

Succession planning defines how control and assets will be transferred between generations or between groups of partners.

Instead of allowing the distribution to occur in a disorganized manner, he anticipates the distribution of shares, establishes roles for heirs, and creates governance mechanisms. 

This reduces family disputes, prevents interruptions in management, and protects the continuity of the company. This type of planning is especially relevant in family businesses and groups with significant assets.

Corporate reorganization

Corporate reorganization involves operations such as spin-offs, mergers, acquisitions, or changes in corporate structure to align the business structure with strategic objectives.

It can simplify complex structures, separate business units, consolidate operations, or prepare the company for a partial sale. 

When well planned, it reduces administrative costs, improves governance, and increases attractiveness to investors. In addition, it helps to adapt the company to the regulatory requirements of national and international markets.

What are the rules for joining and leaving corporate planning?

The rules for admitting and removing members form a central part of the corporate planning.

They define who can participate in the company, under what conditions, and with what rights. These criteria are usually set out in the articles of association, in agreements between partners, and in governance policies, always in line with current legislation.

In the articles of incorporation, corporate planning establishes how new partners can join: through capital contributions, acquisition of shares from current partners, or conversion of financial instruments, for example. 

It also defines minimum requirements, such as technical profile, strategic alignment, or approval by a qualified quorum. In this way, the company avoids the entry of partners who compromise its long-term vision.

Upon exit, the rules address voluntary and involuntary events, such as sale of participation, withdrawal, dismissal for cause, death, or incapacity. The plan defines criteria for evaluating participation, payment terms, residual rights, and any non-competition clauses. 

It also provides for dispute resolution mechanisms, such as mediation or arbitration. By organizing these points, the corporate planning Business planning reduces uncertainty and protects both the continuity of the company and the assets of its partners, avoiding improvised negotiations and lengthy litigation.

What are the risks of not planning?

• Frequent conflicts between partners due to the absence of clear rules on decision-making, profit distribution, and succession.
• Stalling of strategic decisions, especially in cases of deadlock or disagreement over significant investments.
• Entry of partners without alignment of values or objectives, compromising the long-term vision.
• Disorderly departure of partners, with disputes over quota valuation, payment terms, and responsibilities.
• Exposure of partners' personal assets due to a lack of adequate separation between business and private assets.
• Fragility in family succession processes, with disputes between heirs and the risk of losing control of the company.
• Difficulty in receiving investments or dealing with financial institutions due to the lack of formal governance.
• Corporate structures that are inadequate for international operations or operations with multinationals, increasing regulatory and operational risks.
• Increased tax burden due to lack of joint analysis between corporate form, operation, and taxation regime.
• Greater likelihood of lengthy and costly legal disputes, damaging the reputation and continuity of the business.

Strategic corporate planning with CLM Controller

O corporate planning requires legal, accounting, tax, and business expertise at the same time.

A CLM Controller operates precisely at this intersection, offering corporate governance aligned with the reality of medium and large companies, including multinationals and groups with complex structures. 

With over 40 years of experience and a team specializing in Presumed Profit and Real Profit, CLM helps design corporate structures that promote governance, asset protection, and operational efficiency.

Each client has a dedicated account manager who coordinates the work of specialists in accounting, taxation, compliance, and consulting. 

In this way, the corporate planning It ceases to be a static document and becomes a living tool, revised as the business grows, welcomes new partners, undergoes reorganization processes, or prepares successors. 

CLM also has experience with holding companies, foreign companies, and international operations, ensuring technical security in more complex environments.

If your company needs to structure, review, or professionalize its corporate structure, do so with qualified support.

Talk to an expert from CLM Controller and request a strategic diagnosis for the corporate governance of your business.