I make it known that the National Congress decrees and I sanction the following law: 

 

Article 1 – An autonomous commercial representation is exercised by a legal entity or individual, without an employment relationship, who performs, on a non-continuous basis on behalf of one or more persons, the mediation for carrying out commercial business, brokering proposals or requests, to transmit them. them to those represented, whether or not practicing acts related to the execution of business. 

Single paragraph – When the commercial representation includes powers related to the mercantile mandate, the precepts of the commercial legislation will be applicable, regarding the exercise of this mandate. 

Article 2 – It is mandatory to register those who exercise autonomous commercial representation in the Regional Councils created by article 6 of this Law. 

Single paragraph – Persons who, on the date of publication of this Law, are engaged in activity, must register with the Regional Councils, within 90 days from the date on which they are installed. 

Article 3 – The candidate for registration as a commercial representative must present: 

a) proof of identity; 

b) proof of discharge from military service, when required; 

c) proof of being up to date with the requirements of the electoral legislation; 

d) background check sheet issued by the criminal registries of the districts where the registrant has been domiciled in the last ten (10) years; 

e) payment of union dues. 

§ 1 – The foreigner is exempt from presenting the documents mentioned in items “b” and “c” of this article. 

§ 2 – In cases of transfer or simultaneous exercise of the profession, in more than one region, the appropriate notes will be made in the professional card of the interested party, by the respective Regional Councils. 

§ 3 – Legal entities must provide proof of their legal existence. 

Article 4 — Cannot be a commercial representative: 

a) who cannot be a trader; 

b) the non-rehabilitated bankrupt; 

c) anyone who has been convicted of a criminal offense of an infamous nature, such as falsehood, embezzlement, embezzlement, smuggling, robbery, theft, pimping or crimes also punishable by loss of public office; 

d) whatever has its commercial registration canceled as a penalty. 

Art. 5th – Remuneration will only be due, as a commercial business mediator, the duly registered commercial representative. 

Article 6 – The Federal Council and the Regional Councils of Commercial Representatives are created, which will be responsible for supervising the exercise of the profession in accordance with this Law. 

Single paragraph – The Federal and Regional Councils of Commercial Representatives are prohibited from carrying out any activities not included in their purposes provided for in this Law, including those of a political and partisan nature. 

Article 7 – The Federal Council will install itself within ninety (90) days, counting from the effectiveness of this Law in the State of Guanabara, where it will function provisionally, transferring itself to the Capital of the Republic, when it is in a position to do so, in the judgment of the majority of the Regional Councils. 

§ 1 – The Federal Council will be presided over by one of its members, in accordance with the internal regulations of the Council, in addition to having the casting vote, in the event of a tie. 

§ 2 – The income of the Federal Council will consist of twenty percent (20%) of the gross income of the Regional Councils. 

Article 8 – The Federal Council will be composed of commercial representatives of each State, elected by the Regional Councils, among its members, each Regional Council being responsible for choosing two (02) delegates. 

Article 9 – It is incumbent upon the Federal Council to determine the number of Regional Councils, which may not exceed one per State, Federal Territory and Federal District, and establish their territorial bases. 

Article 10 – It is incumbent upon the Federal Council to: 

a) draw up its bylaws; 

b) resolve doubts raised by the Regional Councils; 

c) approve the internal regulations of the Regional Councils; 

d) judge any appeals related to the decisions of the Regional Councils; 

e) download instructions for the faithful observance of this Law; 

f) prepare the Code of Professional Ethics; 

g) resolve omitted cases. 

Article 11 – Within sixty (60) days, counted from the validity of this Law, the Regional Councils corresponding to the States where there are union bodies representing the class of commercial representatives, currently recognized by the Ministry of Labor and Social Security. 

Art. 12 – The Regional Councils will have the following composition: 

a) two thirds (2/3) of its members will be constituted by the President of the oldest class union of the respective State and by directors of class unions, of the same State, elected in a general assembly. 

b) One third (1/3) formed of commercial representatives in the effective exercise of the profession, elected in a general meeting held in the Union of the class. 

§ 1 – The secretary of the Union in charge of carrying out the elections will organize a single ballot, in alphabetical order of the candidates, destined for voting. 

§ 2 – If the trade union bodies representing the class do not take the foreseen measures regarding the installation of the Regional Councils, the Federal Council will immediately determine their constitution, through elections in general assembly, with the participation of the commercial representatives in the effective exercise of the profession in the respective state. 

§ 3 – If there is, in the same State, more than one union of commercial representatives, the elections referred to in this article will take place at the headquarters of the Trade Union located in the Capital and, failing that, at the headquarters of the oldest one. 

§ 4 – The Regional Council will be chaired by one of its members, in accordance with its internal regulations, with the casting vote, in addition to his own vote, in the event of a tie. 

§ 5 – The Regional Councils will have a maximum of thirty (30) members and at least the number established by the Federal Council. 

Art. 13 – The mandates of the members of the Federal Council and of the Regional Councils will be of 3 (three) years. 

§ 1 – All mandates will be exercised free of charge. 

§ 2 – Acceptance of the position of President, Secretary or Treasurer will entail the obligation to reside in the location where the respective Council is headquartered. 

Art. 14 – The Federal Council and the Regional Councils will be managed by a Board of Directors that cannot exceed one third (1/3) of its members. 

Art. 15 – The Presidents of the Federal and Regional Councils will complete their term of office, if they are replaced in the presidency of the union. 

Art. 16 – The contributions and fines owed by commercial representatives, individuals or legal entities registered therein constitute income of the Regional Councils. 

Art. 17 – Complete the Regional Councils: 

a) draw up its internal regulations, submitting them to the appreciation of the Federal Council; 

b) decide on requests for registration of commercial representatives, individuals or legal entities, pursuant to this Law; 

c) maintain the professional record; 

d) issue professional cards and write them down when necessary; 

e) impose the disciplinary sanctions provided for in this Law by carrying out an adequate process, in accordance with the provisions of article 18; 

f) set the contributions and fees that will be due by commercial representatives, individuals or legal entities, registered. 

Art. 18 – It is incumbent upon the Regional Councils to apply, to the faulty commercial representative, the following disciplinary penalties: 

a) warning, always without advertising; 

b) fine up to the amount equivalent to the highest minimum wage in effect in the country; 

c) suspension of professional practice, up to one (1) year; 

d) cancellation of registration, with seizure of the professional card. 

§ 1 – In case of recurrence or manifest serious misconduct, the commercial representative may be suspended from exercising his activity or have his registration cancelled. 

§ 2 – Disciplinary penalties will be applied after regular proceedings, without prejudice, when applicable, to civil or criminal liability. 

§ 3 – The accused must be summoned, initially, being made aware of the entire content of the denouncement or complaint, being assured, always, ample right of defense by himself or by a duly constituted attorney. 

§ 4 – The disciplinary process will be chaired by one of the members of the Regional Council, who will be responsible for collecting the necessary evidence. 

§ 5 – Once the prosecuting authority’s initiative evidence is closed, the accused will be allowed to request and produce his own evidence, after which he will be assured the right to present, in writing, a final defense and to support, orally, his reasons, in the trial session. judgment. 

§ 6 – The decision of the Regional Councils may be subject to a voluntary appeal, with suspensive effect, to the Federal Council. 

Art. 19 – The following constitute absences in the exercise of the profession of commercial representative: 

a) harm, by intent or negligence, the interests entrusted to its care; 

b) assist or facilitate, by any means, the exercise of the profession to those who are prohibited, prevented or not qualified to exercise it; 

c) promote or facilitate illicit business, as well as any transactions that harm the interests of the Public Treasury; 

d) violate professional secrecy; 

e) deny the representative the relevant rendering of accounts, receipts of amounts or documents that have been delivered to him, for any purpose; 

f) refuse to present the professional card, when requested by the person entitled to it. 

Art. 20 – In compliance with the principles of this Law, the Federal Council of Commercial Representatives will issue instructions regarding the application of penalties in general and, in particular, in cases where the imposition of a fine is applicable. 

Art. 21 – The federal, state and municipal departments, when receiving taxes related to the activity of the commercial representative, individual or legal entity, will require proof of their registration with the Regional Council of the respective region. 

Art. 22 – The advertisement must include, obligatorily, the number of the professional card. 

Single paragraph – Legal entities will also include in the advertisement, in addition to the responsible commercial representative's portfolio number, their own registration number with the Regional Council. 

Art. 23 – The financial year of the Federal and Regional Councils will coincide with the calendar year. 

Art. 24 – The Directorates of the Regional Councils will account for their management to the Council itself, until the 15th of February of each year. 

Art. 25 – The Regional Councils will render accounts until the last day of February of each year to the Federal Council. 

Single paragraph – The Board of the Federal Council will report to the respective plenary by the last day of March of each year. 

Art. 26 – The unions in charge of processing the elections, referred to in art. 12, shall take, within, within a period of thirty (30) days, counting from the publication of this Law, the necessary measures for the installation of the Regional Councils within the period provided for in art. 11. 

Art. 27 – The commercial representation contract, in addition to the common elements and others, at the discretion of the interested parties, must include: 

a) general conditions and requirements of representation; 

b) generic or specific indication of the products or articles objects of representation; 

c) certain or indefinite period of representation; 

d) indication of the zone or zones in which representation will be exercised; 

e) guarantee or not, partial or total, or by certainty, of zone or zone sector exclusivity; 

f) retribution and time of payment, for the exercise of representation, depending on the effective carrying out of business and receipt, or not, by the principal, of the respective amounts; 

g) cases in which zone restriction granted with exclusivity is justified; 

h) obligations and responsibilities of the contracting parties; 

i) exclusive exercise or not of the representation in favor of the principal; 

j) compensation due to the representative for termination of the contract outside the cases provided for in article 35, the amount of which may not be less than 1/12 (one twelfth) of the total remuneration earned during the time in which he exercised the representation. 

§ 1 – In the event of a fixed-term contract, the indemnity will correspond to the amount equivalent to the monthly average of the remuneration earned up to the termination date, multiplied by half of the months resulting from the contractual term. 

§ 2 – The contract with a fixed term, once the initial term is extended, tacitly or expressly, becomes an indefinite term. 

§ 3 – Any contract that succeeds, within six months, another contract, with or without a fixed term, is considered to be for an indefinite period. 

Art. 28 – The commercial representative is obliged to provide the principal, in accordance with the provisions of the contract or, if the contract is silent when requested, detailed information on the progress of the business under his responsibility, and he must dedicate himself to the representation, in order to expand the business represented and promote its products. 

Art. 29 – Unless expressly authorized, the representative may not grant rebates, discounts or delays, nor act in disagreement with the instructions of the represented. 

Art. 30 – In order for the representative to exercise representation in court, on behalf of the represented, an express mandate is required. It will be up to him, however, to become aware of the complaints relating to the business, transmitting them to the represented and suggesting the precautionary measures in his interest. 

Single paragraph– The representative, regarding the acts he performs, responds according to the rules of the contract and, if this is omitted, in accordance with common law. 

Art. 31 – Providing the representation contract, the exclusivity of zone or zones, or when this is omitted, the representative will be entitled to the commission for the business carried out there, even if directly by the represented or through third parties. 

Single paragraph– Exclusiveness of representation is not presumed in the absence of express adjustments. 

Art. 32 – The commercial representative acquires the right to commissions when paying for orders or proposals. 

§ 1 – Payment of commissions must be made by the 15th of the month following the settlement of the invoice, accompanied by the respective copies of the invoices. 

§ 2 – Commissions paid after the deadline provided for in the previous paragraph must be monetarily corrected. 

§ 3 – The commercial representative may issue credit notes for the collection of commissions. 

§ 4 – Commissions must be calculated by the total value of the goods. 

§ 5 – In the event of unfair termination of the contract by the principal, any pending remuneration, generated by orders in the backlog or in the execution and receipt phase, will expire on the date of termination. 

§ 6 – VETOED 

§ 7 – Changes in the commercial representation that imply, directly or indirectly, the decrease in the average of the results earned by the representative in the last six months of validity are prohibited. 

Art. 33 – Since the deadlines for rejecting the proposals or requests, which have been delivered by the representative, accompanied by the required requirements, are not foreseen in the representation contract, the represented party will be obliged to credit the respective commission, if it does not manifest the refusal, for in writing, within 15, 30, 60 or 120 days, depending on whether the buyer is domiciled, respectively in the same market, in another in the same State, in another State or abroad. 

§ 1 – No compensation will be due to the commercial representative if the lack of payment results from the buyer’s insolvency, as well as if the deal is canceled by him or the delivery of goods is stopped due to the buyer’s commercial situation, capable of compromising or rendering doubtful settlement. 

§ 2 – Unless otherwise agreed, the due commissions will be paid monthly, sending the representative to the respective account, according to copies of the invoices sent to the buyers, in the respective period. 

§ 3 – The values of commissions for the purpose of both prior notice and indemnity, provided for in this Law, must be monetarily corrected. 

Art. 34 – The termination, by any of the parties, without justifiable cause, of the representation contract, agreed for an indefinite period and which has been in force for more than six months, obliges the complainant, unless otherwise provided for in the contract, to grant prior notice, at least thirty days in advance, or payment of an amount equal to one third (1/3) of the commissions earned by the representative in the previous three months. 

Art. 35 – The following constitute just grounds for termination of the commercial representation contract: 

a) the negligence of the representative in fulfilling the obligations arising from the contract; 

b) the practice of acts that result in commercial disrepute of the principal; 

c) failure to comply with any obligations inherent to the commercial representation contract; 

d) final conviction for a crime considered infamous; 

e) force majeure. 

Art. 36 – The following constitute fair grounds for termination of the commercial representation contract by the representative: 

a) reduction of the sphere of activity of the representative in disagreement with the clauses of the contract; 

b) breach, direct or indirect, of exclusivity, if provided for in the contract; 

c) the abusive setting of prices in relation to the representative's area, with the sole purpose of making regular action impossible; 

d) the non-payment of his remuneration at the due time; 

e) force majeure. 

Art. 37 – Only if there is just cause for termination of the contract, may the principal withhold commissions due to the representative, in order to compensate for damages caused by the latter and, as well, in the cases provided for in art. 35, by way of compensation. 

Art. 38 – The rights of commercial representatives will not be impaired when, as a form of cooperation, they perform, temporarily, at the request of the principal, duties or assignments other than those provided for in the representation contract. 

Art. 39 – For the judgment of controversies that arise between the representative and the represented, the Common Justice and the Forum of the domicile of the representative are competent, applying the summary procedure provided for in art. 275 of the Code of Civil Procedure, except for the jurisdiction of the Small Claims Court. 

Art. 40 – Within one hundred and eighty (180) days of the publication of this Law, the conditions of the current commercial representations will be formalized, between the principal and the representatives, in a written document. 

Single paragraph– The compensation due for the termination of commercial representation contracts in force on the date of this Law, except for the cases provided for in art. 35, and when the parties have not used the option provided for in this article, it will be calculated on the remuneration received, by the representative, in the last 5 years prior to the validity of this Law. 

Art. 41 – With the exception of express contractual prohibition, the commercial representative may exercise his activity for more than one company and employ it in other mister or lines of business. 

Art. 42 – Observing the provisions of the previous article, the representative is allowed to contract with other commercial representatives the execution of services related to the representation. 

§ 1 – In the event of this article, the payment of commissions to a contracted commercial representative will depend on the settlement of the commission account owed by the representative to the contracting representative. 

§ 2 – To the contracted representative, in case of rescission of representation, the contracting representative will be owed the participation in what he has received from the represented as indemnity and prior notice, in proportion to the remuneration earned by the contracted representative during the term of the contract. 

§ 3 – If the contract in the caput of this article is terminated without just cause by the contracting representative, the contracted representative will be entitled to prior notice and indemnity pursuant to the Law. 

§ 4 – The deadlines referred to in art. 33 of this Law are increased by ten days when dealing with a contract between commercial representatives. 

Art. 43 – It is forbidden to include del credere clauses in the commercial representation contract. 

Art. 44 – In the event of bankruptcy of the principal, the sums owed by him to the commercial representative, related to the representation, including overdue and due commissions, indemnity and prior notice, will be considered claims of the same nature as labor claims. 

Single paragraph – It prescribes in five years the action of the commercial representative to claim the retribution due to him and the others that are guaranteed by this Law. 

Art. 45 – The temporary impediment of the commercial representative who is enjoying the sickness benefit granted by Social Security does not constitute a fair reason for terminating the commercial representation contract. 

Art. 46 – The values referred to in paragraph of art. 27, § 5 of art. 32 and art. 34 of this Law will be monetarily restated based on the variation of the BTNs, or by another index that may replace them and subsequent legislation applicable to the matter. 

Art. 47 – It is incumbent upon the Federal Council of Commercial Representatives to supervise the execution of this Law. 

Single paragraph – In the event of non-compliance with legal prescriptions, the Federal Council will intervene in the Regional Councils, by decision of the Board of the former, ad referendum of the plenary meeting, ensuring, in any case, the right of defense. The intervention will cease when the Law is complied with. 

Article 3 – The sole paragraph of art. 10, the sole paragraph of art. 17 and art. 41 of Law No. 4886, of December 9, 1965 (Wording provided by Law No. 8420/92). 

Article 4 – This Law enters into force on the date of its publication (Wording given by Law n.º 8420/92). 

Art. 5th – The provisions to the contrary are revoked (Wording given by Law n.º 8420/92). 

 

 

FERNANDO COLLOR 

MARCÍLIO MARQUES MOREIRA 

JOÃO MELÃO NETO 

OBS. Published in the Official Gazette of 05/11/92, pages. 5825 and 5826