During the months of March and April, 2017, the Department of Commercial Registration and Integration Registration ("DREI") issued seven new Normative Rulings related to the procedures for drafting and filing of corporate documents, and stating the concept of several issues applicable to the subject. All Normative Rulings entered into force on May 2nd, 2017. Among the main changes, we highlight:
- the transformation of a business company into a Limited Liability Individual Company ("EIRELI") in the same corporate document that records the lack of plurality of partners;
- the business companies that remain with a single partner for more than one hundred and eighty (180) days and do not proceed with the dissolution or reinstate the plurality of partners or request its transformation into a EIRELI, shall be considered as common companies, meaning, a de facto company whose partners are unlimitedly liable;
- acts of transformation, incorporation, spin off, and merger of business companies shall be subject to the collective decision-making system of the competent Board of Trade, and the remaining corporate documents shall be subject to the individual decision making system, except in case of corporations;
- the Boards of Trade might, in specific cases, accept the documents required for the filing of corporate documents digitalized, electronic signature also being accepted;
- the possibility of a legal entity, national or foreign, be the holder of an EIRELI (more information here);
- inclusion, in the new Limited Liability Companies' Manual, of express provisions allowing the adoption of corporations' typical dispositions, such as the admission of quotas in treasury; the issuance of preferential quotas (allowing situations in which some partners will hold an interest in the Company's capital without the right to vote), the establishment of a Board of Directors and/or of a Board of Auditors; among others;
- the obligation of filing before the Board of Trade, as an independent document, the power of attorney granted by the foreign partners/shareholders to their legal representatives in Brazil;
- new Manuals of Limited Liability Companies, Corporations, EIRELIS, among others, revoking the previously existing ones.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.