Closed S.A.: exemption from publication in a newspaper and requirement to maintain a website

Due to the recent amendments to Law No. 6,404/76 ("CorporationLaw"), instituted by Provisional Measure No. 892, dated 05.08.2019 and regulated by Ministry of Economy Ordinance No. 529, dated 26.09.2019, closely-held joint stock companies ("Closed Companies") are no longer required to publish their acts and disclose information in official gazettes and in a widely circulated newspaper.

As of October 14, 2019, the legal publications must be made, free of charge, at the Balance Sheet Center of the Public Digital Bookkeeping System ("SPED") and on the company's own website, and digital certification by an accredited certification authority (ICP-Brazil) is required.

Accordingly, we recommend that every Closed-Licensed Company have its own website (or page/aba in its group's portal) with a section called "Legal Publications", where the documents and information subject to public disclosure will be made available.

In addition, we recommend that the bylaws of Closed Companies be immediately amended to include the links to the SPED Balance Sheet Center and to the company's website, as well as to exclude any reference to publications in official gazettes and mass-circulation newspapers.

In our view, all Private Companies should follow the recommendations above, regardless of their purpose (including holding companies and real estate SPEs) and other characteristics (size, revenues, etc.), even if the website content is restricted exclusively to legal publications.

Finally, maintaining the bylaws without the suggested changes allows shareholders and third parties to allege that the company voluntarily decided to maintain the publication in newspapers in addition to the new online publications.

The team of Barcellos Tucunduva Advogados remains at your disposal for any advice related to this matter.