Brazil: Changes In The Rules On The Public Registration Of Companies
May 2022 – Brazil – Rossetti Advogados
The National Corporate Registration Department of the Ministry of Economy (“DREI”) enacted, by means of Normative Instruction No. 112 of January 20, 2022 (“IN No. 112”), measures that change the rules for the public registration of companies, seeking to benefit businesspersons and entrepreneurs.
One of the measures is the simplification of the publication of acts of Joint-Stock Companies, waiving publication thereof in the Federal Official Gazette, as previously provided in art. 1 of Law No. 13.818 of April 24, 2019. After publication of IN No. 112, DREI published another Normative Instruction, No. 11, on March 9, 2022 (“IN No. 11”), providing on clearer rules with respect to Joint-Stock Companies (S.A.).
Thus, according to the new normative instructions, whenever the law does not require otherwise, Joint-Stock Companies may provide their mandatory publications in only one printed newspaper, in summary form, and include the full contents of the publication in the online portal of the same communication vehicle, also indicating a link or QR Code for access to the publication in full on the newspaper’s website.
Closely-held corporations may publish their acts in the Balance Sheet Center (“CB”) of the Digital Bookkeeping Public System (“SPED”) in case they have an annual gross revenue of up to R$78 million, and they must also inform a link or QR Code for full access to the publication on the newspaper’s website.
Another important issue is that even if all shareholders attend the meeting, publication of the documents set forth in art. 133, items I, II, and III of Law No. 6.404 of December 15, 1976 is mandatory before the Annual Shareholders’ Meeting is held (art. 133, paragraph 4 of Law No. 6.404 of December 15, 1976).
IN No. 112 further includes in the Joint-Stock Company Registration Manual the rules for organization of Soccer Corporations (SAF), created by Law No. 14.193/2021. The measure will directly guide sports associations that wish to follow the path of clubs such as Botafogo and Cruzeiro, which have recently announced their SAF. All rules applicable to joint-stock companies apply to SAFs, to the applicable extent.
With respect to Limited-Liability Sole Proprietorships (“EIRELI”), the IN confirms the revocation of this type of legal entity, which shall now be automatically deemed Individual Limited-Liability Companies, ratifying an understanding already existing in the Ministry of Economy with respect to this issue and curing the defect of Law No. 14.195/2021.
According to the Ministry of Economy, this adjustment seeks to benefit the entrepreneurs, rendering the rules simpler, more economic, and contributing to the business environment.
Finally, below is a summary of the provisions set forth in IN 112:
- Approves the new National Registration Form (FCN);
- Revokes the legal entity type EIRELI;
- Simplifies the publications of joint-stock companies (S.A.);
- Includes rules for the organization of Soccer Corporations (SAF);
- Sets the requirements for registration of startups;
- Renders the liquidation and dissolution of companies easier in the event of death of a member;
- Allows the use of the CNPJ number as trade name for the entrepreneur or company;
- Simplifies the identification of activities in the declaration of corporate purpose;
- Removes the requirement of residence in Brazil for officers of joint-stock companies;
- Prohibits the request for standard agreement by the Commercial Registries;
- Expands situations deemed merely registration acts;
- Orders that the issue of Certificates by the Commercial Registries be made in accordance with the General Data Protection Law (LGPD).
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This article is based on publicly available information and given for informational purposes only. It is not intended as legal advice or as a comprehensive analysis of the matters referred to herein.