How to file for judicial reorganization: requirements and documents
Quick answer: to file for recuperação judicial (judicial reorganization), the company must have carried on regular activity for more than two years and meet the requirements of art. 48 of Law 11.101/2005. The initial petition is instructed with the documents of art. 51 (accounting statements for the last three fiscal years, list of creditors and others). Once processing is granted, a 180-day stay of enforcement actions begins.
The moment when a business owner decides to seek recuperação judicial (judicial reorganization) is rarely the ideal moment. When the first enforcement action is filed, when the bank cuts the working-capital line, when two strategic suppliers start demanding cash payment, the crisis has already consumed much of the cash. Judicial reorganization exists precisely for this scenario. It is the instrument that suspends the creditors' race and gives the viable company breathing room to reorganize its liabilities under court supervision, instead of watching its assets be carved up one attachment at a time.
It does not open by mere will, however. Law 11.101/2005, reformed by Law 14.112/2020, defines with precision who can file, what the request must include, and what happens in the first months. A poorly instructed petition is denied or amended in a rush, and every week lost at filing is one more week of blockages and of creditors advancing.
This text gathers, in a practical way, the debtor's requirements, the list of documents in the initial petition, the always delicate question of the certificates, and the timeline of the first 180 days.
Who can file for judicial reorganization
The entry point is art. 48 of Law 11.101/2005. Judicial reorganization may be requested by the debtor who, at the time of the request, has been carrying on its activities regularly for more than two years. This is the first filter, and it has a rationale: the institute was designed for companies with a track record and a real economic function, not for newly opened businesses or to shield improvised operations.
Alongside the time requirement, the law requires the debtor to meet, cumulatively, other conditions. It cannot be bankrupt and, if it once was, it must have the resulting responsibilities declared extinguished by a final and unappealable judgment. It cannot have obtained a grant of judicial reorganization less than five years ago. And it cannot have, as administrator or controlling partner, a person convicted of a crime provided for in the bankruptcy law itself. If any of these points is missing, the request cannot stand.
A clarification is worth making to avoid frustration right at the start. Judicial reorganization is a remedy for the business owner and for the business company, including the rural producer who proves regular activity in the required period. Simple partnerships, some specific entities and businesses without regular registration follow different paths. Correctly framing the structure is the first technical task, done before any petition.
The documents that instruct the initial petition
Here lies the most laborious part, and the one that most delays requests. Art. 51 of Law 11.101/2005 lists what the initial petition must carry. It is not a bureaucratic formality: each document serves so that the court, the judicial administrator and the creditors can see the company's real situation. The table below organizes the main items and the point where each one usually stalls in practice.
| Document (art. 51) | What the law requires | Where it usually stalls |
|---|---|---|
| Statement of the causes of the crisis | Concrete account of the equity situation and the economic-financial reasons for the crisis | Generic narrative, without figures to support the request |
| Accounting statements | Balance sheets for the last three fiscal years and statements drawn up specifically for the request | Bookkeeping years behind or disorganized |
| Nominal list of creditors | Complete list, with updated amount, nature and classification of each claim | Forgotten, misclassified or address-less claims |
| List of employees | Roles, salaries, severance and amounts owed, by period | Underestimated labor liability |
| Corporate regularity | Certificate from the companies registry, updated articles of incorporation and administrators' minutes | Articles of association out of date at the Board of Trade |
| Partners' assets | List of the personal assets of controllers and administrators | Natural resistance to disclosing personal wealth |
| Bank statements | Statements of accounts and financial investments | Accounts across several banks without consolidation |
| Protest certificates | Certificates from the protest registries of the head office and branches | Protests scattered across several jurisdictions |
| Pending lawsuits | List of proceedings in which the company is a party, with amounts | Contingencies not mapped by the legal department |
The item that scares the most is the accounting statements. The law speaks of balance sheets for the last three fiscal years and of statements drawn up specifically to instruct the request, which in practice requires a balance sheet, an income statement and a managerial cash-flow report with projection. Companies that let their accounting age at the height of the crisis need to reconstruct it before filing, and this is frequently the real bottleneck of the process, not the legal brief.
The question of certificates: what the company needs and what is waived
There is a recurring confusion about negative debt certificates in judicial reorganization, and it deserves to be cleared up. When granting processing, the court waives the presentation of negative certificates so that the company can keep operating, entering into contracts and issuing invoices. Without this waiver, reorganization would be useless, because the business would stop at the first certificate request. The exception is contracting with the Government and the receipt of tax benefits, situations in which regularity continues to be required.
The moment when negative debt certificates for tax purposes come back into play is another: that of the grant of the reorganization, after the plan is approved by the creditors. It is at this stage that the law conditions the benefit on tax regularity, and it is here that the reorganization-specific installment plan and the positive certificate with the effects of a negative one come in, which allows the debtor to prove regularity even with a debt in installments. Planning the tax strategy from the start, and not on the eve of the grant, prevents months of work from running into a solvable tax pending item.
What happens in the first months: processing, stay period and the plan deadline
Once the petition is filed and well instructed, the court issues the decision that grants processing of the reorganization. This act does not yet grant the reorganization, but it produces immediate and powerful effects. The main one is the suspension of enforcement actions against the company, the so-called stay period.
Under the wording of art. 6, §4, given by Law 14.112/2020, this suspension lasts 180 days counted from the granting of processing, extendable for an equal period once only, on an exceptional basis, provided the debtor has not contributed to the excess time. In practice, there is a protection window that can reach 360 days, within which enforcement actions are paralyzed and the company negotiates with creditors without the risk of having accounts and assets blocked every day. It is the oxygen that justifies the entire process.
Within this window runs another deadline, often confused with the stay period and much shorter. The debtor has 60 days, non-extendable, counted from the publication of the decision that granted processing, to present the recovery plan, under penalty of the proceeding being converted into bankruptcy. The plan is the heart of the reorganization: it describes how the liabilities will be restructured, with what deadlines, discounts and guarantees. Losing this deadline is losing the entire reorganization. That is why the plan begins to be designed before filing, not after processing is granted.
WF's work in judicial reorganization starts from this logic of anticipation: first the viability and framing are verified, then the documentation and the plan design are assembled, and only then is it filed, so that the legal deadlines run in the company's favor and not against it.
Practical checklist before filing
Before taking the request to court, it is worth going through a sequence that organizes the work and reduces the risk of amendment or denial:
1. Confirm the framing. Verify whether there are more than two years of regular activity and whether all the requirements of art. 48 are met. 2. Update the accounting. Draw up the balance sheets for the last three fiscal years and the special statements, with cash flow and projection. 3. Map the entire liability. Consolidate creditors, updated amounts, classification, labor liability and judicial contingencies. 4. Regularize the corporate base. Articles of association updated at the Board of Trade, administrators' minutes and regularity certificates in order. 5. Gather statements and certificates. Bank and investment statements, plus the protest certificates of the head office and branches. 6. Design the tax strategy. Anticipate the question of tax regularity that will be required again at the grant. 7. Structure the plan. Begin designing the recovery plan before filing, respecting the 60-day deadline that will open.
Informative content; it does not replace individual legal advice. Each case has particularities that require specific analysis.
Dr. Wendel Ferreira Lopes — Attorney, OAB/MG no. 82.059. Founding partner of WF Advogados, working in Tax, Banking and Estate/Succession Law since 1999. Uberlândia/MG.
Frequently Asked Questions
Who can file for judicial reorganization?
The business owner and the business company that carry on regular activity for more than two years and meet the requirements of art. 48 of Law 11.101/2005: not being bankrupt, or having the responsibilities of a prior bankruptcy extinguished by a final and unappealable judgment; not having obtained judicial reorganization less than five years ago; and not having an administrator or controller convicted of a bankruptcy crime. The rural producer with proven regular activity also has access to the institute.
How much time in business is required to file for judicial reorganization?
The law requires the regular exercise of the activity for more than two years at the time of the request. This period is proven with the registration at the Board of Trade and with the company's bookkeeping, and it is one of the first points verified in the viability analysis.
Which documents instruct the initial petition?
Art. 51 lists, among others, the statement of the causes of the crisis, the accounting statements for the last three fiscal years and those drawn up for the request, the complete list of creditors, the list of employees, the bank statements, the protest certificates and the list of pending lawsuits. The reconstruction of the accounting tends to be the most time-consuming stage.
What is the stay period in judicial reorganization?
It is the period of suspension of enforcement actions against the company that begins with the granting of processing. Under art. 6, §4, it lasts 180 days, extendable for an equal period once only, on an exceptional basis, provided the debtor has not caused the excess. It is during this window that the company negotiates without the risk of blockages and attachments.
What is the deadline to present the recovery plan?
The debtor has 60 days, non-extendable, counted from the publication of the decision that granted processing, to present the recovery plan in court, under penalty of conversion into bankruptcy. That is why the plan begins to be prepared even before filing.
Does the company need negative certificates to file for judicial reorganization?
To operate during processing, no. The court waives the presentation of negative certificates so that the company keeps functioning, with the exception of contracting with the Government and the receipt of tax benefits. Tax regularity, however, becomes required again at the grant stage, when the reorganization's own installment plan and the positive certificate with the effects of a negative one come into play.
Does filing for judicial reorganization mean the company will close?
No. Judicial reorganization is the opposite of bankruptcy: its goal is to preserve the viable company, the jobs and the economic activity, reorganizing the liabilities in an orderly way. Bankruptcy only comes into play if the request does not observe the legal requirements and deadlines, such as losing the deadline to present the plan.