The Ministry of Economy ("ME") and the Securities Commission ("CVM") published, on September 30, respectively, Ordinance No. 529 ("ME Ordinance") and Deliberation No. 829 ("CVM Deliberation").
Such acts regulate the new wording of article 289 of Law No. 6404 ("Law of S.A."), given by Provisional Measure 892, of August 5, 2019, which exempts companies from the obligation to publish acts in the Official Gazette and in a newspaper of wide circulation.
With regard to closely-held companies, the ME Ordinance determined that the publications will be made through the Balance Sheet Center of the Public System of Digital Bookkeeping ("SPED"), relying on the certification of authenticity. It will also be necessary to maintain the publications and disclosures established by the Corporation Law on the company's website.
It is also worth highlighting the express provision of free of charge publications and disclosures made through the SPED, a system that will allow the issuance of proof of authenticity, inalterability and date of publication.
With regard to publicly-held companies, the CVM Resolution determines that the publications will be made on the websites of the company itself and of CVM, as well as on the website of the market managing entity in which the securities of the publicly-held company are admitted for trading (Empresas.net). In addition, the digital certification of the documents disclosed on Empresas.net and on the websites of the listed companies was waived by CVM.
It is worth emphasizing that the publications made pursuant to the CVM Resolution will not be subject to analysis of merit by the CVM and the entity managing the organized market and that the obligations inherent to publicly-held companies with respect to the filing of acts with commercial registries were maintained by the CVM Resolution.
Specifically regarding the resignation of directors and public offerings for acquisition of control, as well as in cases where the responsibility for the publication is of third parties other than the company itself, the CVM Resolution determines the sending of the document to the company, which must promptly publish it through Empresas.net. In this case, the CVM's Superintendence of Relations with Companies shall receive a copy of the publication request, and shall do so subsidiarily, when necessary.
Finally, it should be clarified that the provisions of the ME Ordinance and CVM Resolution became effective on the date of publication and will be effective as of October 14.
To access the full ME Ordinance, click here.
To access the full CVM Resolution, click here.
The team of Barcellos Tucunduva Advogados remains at your disposal to clarify any doubts related to the issues above.
