The Brazilian National Department of Company Registration and Integration ("DREI"), part of the Brazilian Ministry of Finance, published last June 15 the Normative Ruling no. 81, which consolidated several regulations regarding the registration of Brazilian companies. The new ruling revoked 56 regulations, previously divided into 44 normative rulings and 12 circular letters.
According to DREI, the Normative Ruling aims to "reduce bureaucracy and, mainly, standardize guidelines regarding the Public Registry of Companies".
Among other changes, below are some of the main changes brought by the Normative Ruling:
Corporate name: companies will be authorized to use foreign words in their corporate names. In addition, when registering the company, the name must be analyzed in its entirety by the Board of Commerce, and not only partially, as it did before the Normative Instruction, in which the Board could deny the registration of companies if partially similar corporate names already existed.
Notarized and certified copies: following the changes provided by Law No. 13.874/2019 (also known as Law of Economic Freedom), the presentation of certified or notarized documents for the filing of corporate acts with the Board of Commerce is no longer required. As of now, the Board of Commerce will file corporate documents upon the confirmation of their authenticity, which will occur by the analysis of the similarity between the original document and the copy presented. Such confirmation of authenticity may also be stated by a lawyer or accountant.
Change of the business type of associations and cooperatives: the new Normative Ruling authorized the possibility to change the business type of associations and cooperatives into companies and vice versa. In these cases, the corresponding corporate documents will have to be filed both with the Registry Office of Titles and Deeds and the Board Commerce.
Automatic filing: corporate documents relating to the incorporation, amendment and termination of sole proprietorship, EIRELI and limited liability companies will be considered automatically registered upon their filing if they are implemented with standard drafts provided by the relevant Board of Commerce.
Preferred quotas with voting restrictions: preferred shares without voting rights will be admitted in limited liability companies.
Originally published by Koury Lopes Advogados Law, June 2020
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