Among the various innovations of Law 14.195, of 26.08.2021, which originates from the so-called Business Environment MP (MP 1040, of 2021), we highlight the creation of the "Commercial Note", a new credit security, of free trading, and security representing a promise to pay in cash, whose main characteristics are:
- only public limited companies, limited liability companies and cooperative societies can issue Commercial Notes;
- shall be issued exclusively in book-entry form through institutions authorised by the CVM to provide bookkeeping services.
- must contain the requirements described in art. 47 of Law 14.195;
- consists of an extrajudicial enforcement instrument, which may be enforced regardless of protest, based on a certificate issued by the notary;
- the private offer of a Commercial Note may contain a clause of convertibility into equity participation, except in the case of joint stock companies; and
- there must be a fiduciary agent if the Commercial Note is: (a) publicly offered; or (b) admitted to trading on regulated securities markets.
This is a very useful instrument to raise funds by companies, especially limited liability companies, since the issue of debentures used to be exclusive to S.A.
We will analyse the other innovations of Law 14,195 and publish our specific comments.
To access Law 14.195, click here.
The Capital Markets team at Barcellos Tucunduva Advogados is available to provide advice and clarify any doubts related to the issues above.
