Empresa pública é companhia?

Abstract

In order to know whether the state-owned enterprises are joint stock companies, one takes as a reference not only the law and related doctrine, but as an example the governance structure of a stateowned enterprise with national relevance: The Brazilian Enterprise of Posts and Telegraphs (ECT). The Law-decree nº 200/1967 states that the state-owned enterprise might assume any form accepted by law. Therefore, according to the Civil Code, this form should be a business corporation. The stateowned enterprises, like ECT, are single- ember business corporations either because, according to the doctrine, they are wholly-owned subsidiaries or because the federal law that creates them has the power of derogating the part of the Corporations Act that requires at least two people to constitute a joint stock company (a kind of corporation with shares). Moreover, the State-Owned Enterprises Act of 2016 has treated the state-owned enterprises like joint stock companies, creating the (i) controlling shareholder where there are no shares; (ii) shareholder´s meeting, in which only one person participates; and (iii) joint stock company itself, with only one owner. In fact, the ECT´s corporate governance structure has moved toward the joint stock company, although it had gone, in terms of complexity, beyond the Corporations Act requirements.