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This document has been provided by the
International Center for Not-for-Profit Law (ICNL).

ICNL is the leading source for information on th e legal environment for civil society and public
participation. Since 1992, ICNL has served as a resource to civil society leaders, government
officials, and the donor community in over 90 countries.

Visit ICNL’s Online Library at
https://www.icnl.org/knowledge/library/index.php
for further resources and research from countries all over the world.

Disclaimers Content. The information provided herein is for general informational and educational purposes only. It is not intended and should not be
construed to constitute legal advice. The information contai ned herein may not be applicable in all situations and may not, after the date of
its presentation, even reflect the most current authority. Noth ing contained herein should be relied or acted upon without the benefit of legal
advice based upon the particular facts and circumstances pres ented, and nothing herein should be construed otherwise.
Translations. Translations by ICNL of any materials into other languages are intended solely as a convenience. Translation accuracy is not
guaranteed nor implied. If any questions arise related to the accuracy of a translation, please refer to the original language official version of
the document. Any discrepancies or differences created in the tr anslation are not binding and have no legal effect for compliance or
enforcement purposes.
Warranty and Limitation of Liability. Although ICNL uses reasonable efforts to include ac curate and up-to-date information herein, ICNL
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party involved in creating, producing or delivering this document shall be liable for any damages whatsoever arising out of access to, use of
or inability to use this document, or any e rrors or omissions in the content thereof.

This document has been provided by the
International Center for Not-for-Profit Law (ICNL).

ICNL is the leading source for information on th e legal environment for civil society and public
participation. Since 1992, ICNL has served as a resource to civil society leaders, government
officials, and the donor community in over 90 countries.

Visit ICNL’s Online Library at
https://www.icnl.org/knowledge/library/index.php
for further resources and research from countries all over the world.

Disclaimers Content. The information provided herein is for general informational and educational purposes only. It is not intended and should not be
construed to constitute legal advice. The information contai ned herein may not be applicable in all situations and may not, after the date of
its presentation, even reflect the most current authority. Noth ing contained herein should be relied or acted upon without the benefit of legal
advice based upon the particular facts and circumstances pres ented, and nothing herein should be construed otherwise.
Translations. Translations by ICNL of any materials into other languages are intended solely as a convenience. Translation accuracy is not
guaranteed nor implied. If any questions arise related to the accuracy of a translation, please refer to the original language official version of
the document. Any discrepancies or differences created in the tr anslation are not binding and have no legal effect for compliance or
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Warranty and Limitation of Liability. Although ICNL uses reasonable efforts to include ac curate and up-to-date information herein, ICNL
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Law 9,637, of May 15 th, 1998 – Social Organizations

CHAPTER I – SOCIAL ORGANIZATIONS
Section I – Qualification
Art. 1. The Executive Branch may qualify as social organizations non -profit private legal entities whose
activities are aimed at education, scientific research, technological development, environment
protection and preservation, culture and health, since met the requirements provided for in this law.

Art. 2. Are specific requirements for the private entities referred to in the pre ceding article be enabled
for the qualification as a social organization:
I – to prove the registration of its constitutive act providing for:
a) the social nature of its purposes regarding the correspondent field of activity;
b) non -profit purpose with re quirement of investing its surplus funds in the development of its own
activities;
c) express provision that the entity has as superior bodies of deliberation and decision the Board of
administration and the B oard of Directors, established pursuant to its statute, being assured to th e first
one the composition and the normative and basic control powers provided by this Law;
d) pr ovision of participation of representatives of the government and community members with
notorious professional capability and mo ral idoneity
in the superior deliberative body ;
e) board’s composition and powers;
f) obligat ion of an annual publication in the Federal Official Gazette of the financial reports and the
report on implementation of the management contract ;
g) when a c ivil association, the acceptance of new members pursuant to its bylaws;
h) prohibition of distribution of goods or portions of its net assets under any circumstances including in
case of dismissal, removal or death of an associate or member of the entity;
i) pr ovision of full incorporation of patrimony, legacies and donations received, a s well as surplus funds
arising from its activities in case of extinction o r disqualification, to the patrimony of another social
organization qualified within the Union sphere, of the same activity field , or to the patrimony of the
Union, States, Federal District or Municipalities, according to the proportion of resources and assets
allocat ed by them;

II – to have approval on the convenience and opportunity of its qualification as a social organization
from the Minister or the incumbent of supervisory or regulatory body of the field activity corresponding
to its social object and from the State Minister of Administration and State Reform.

Section II – Board of Directors
Art. 3. The board of directors should be structured according to t he provisions of its statute being
observed for the purposes of meeting the requirements of qualification the following basic criteria:
I – be composed of:
a) 20 -40% (twenty to forty percent) of permanent members representatives of the Government, as
defined by the entity’s statute;

b) 20-30% (twenty to thirty percent) of permanent members representatives of civil society
organizations, as defined by the stat ute;
c) 10% (ten percent) when a civil association, of members elected from among its members or
associates;
d) 10 -30% (ten to thirty percent) of members elected by the other parties integrating the council among
persons of renowned professional and recogn ized moral integrity;
e) 10% (ten percent) of members appointed or elected as provided by the statute.
II – the members elected or appointed to integrate the Council should have a mandate of four years,
accepted one renewal;
III – the representatives of en tities referred to in subparagraphs "a" and "b" of item I should correspond
to more than 50% (fifty percent) of the Council;
IV – the first mandate of half of the members elected or appointed shall be of two years, according to
criteria established in stat ute;
V – the main director of the organization should participate in board meetings, without voting rights;
VI – The Council shall meet ordinarily at least three times each year and extraordinarily at any time;
VII – the counselors should not receive remuneration for services provided to the social organization
under this condition, except for the stipend for the meeting s attended ;
VIII – the directors el ected or appointed to join the board of the entity must ren ounce when assuming
executive functions.

Art. 4. To meet the qualification requirements it should be of the private attribution of the Board,
among others:
I – to determine the scope of activities of the entity to achieve its object;
II – to approve the proposal of management contract of the entity;
III – to approve the budget proposal of the entity and the investments program;
IV – to appoint and dismiss board members;
V – to set the remuneration of board members;
VI – to approve and provide for the amendment of the statute by the majority of at least two thirds of its
members;
VII – to approve the internal regulations of the entity which must at least provide on the structure,
management form, positions and their respective competences;
VIII – to approve, by the majority of at least two thirds of its members, the regulation containing the
procedures to be adopted for contracting constructions, services, purchases and sales and the staffing,
compensation and benefits plan of the entity’s employees;
IX – to approve and submit to the super visory body on the implementation of the management
contract, the management and activities reports of the entity prepared by the board;
X – to monitor the compliance with the guidelines and goals set forth and approve the financial and
accounting statements and the annual accounts of the entity with the support of an external audit.

Section III – Management Contract
Art. 5. For the purposes of this Law a management contract is the instrument signed by and between
the public authority and the entity qualified as a social organization in view of forming a partnership

between the parties for the fomentation and implement ation of activities re garding the fields listed in
art. 1.

Art. 6. The management contract, drawn up jointly between the body or supervisory agency and the
social organization, shall discriminate the powers, liabilities and obligations of the public authority and
the social organization.
Sole Paragraph. The management contract should be submitted , after the approval from the Board of
Directors of the entity, to the Minister of State or supervisory authority from the field corresponding to
the activity fost ered.

Art. 7. In preparing the management contract the principles of legality, impersonality, morality,
publicity, economy an d the following precepts should be observed :
I – a detailed description of the program suggested by the social organization, the stipulation of goals t o
be achieved and deadlines for their implementation, as well as express provision o n objective criteria for
performance evaluation to be used through indicators of quality and productivity;
II – limit s and criteria for expenditure s regarding the remuneration and benefits of any kind to be
received by directors and employees of the social organizations when performing their duties.
Sole Paragraph. The States Ministers or the supervisory authorities of th e entity’s field of activity should
define other provisions for the management contracts that they are signatories .