DREI Modifies Norms and General Guidelines for the Public Registry of Companies.
The National Department of Business Registration and Integration (DREI) has made significant changes to the general rules and guidelines for the Public Registry of Companies set out in DREI Normative Instructions No. 77/2020 and No. 81/2020, by issuing DREI Normative Instruction No. 1 ("Norm").
In force since January 26, 2024, the Standard aims to reduce bureaucracy and simplify the process of registering corporate acts.
Among the various changes brought about by the Standard, we highlight the following:
Standardization of the Rules Applicable to Electronic Signatures
Although Law 14.063/2020 grants autonomy to the Boards of Trade of each Federative Unit to establish their own rules for accepting and validating electronic signatures, DREI, by means of the Standard, expressly recommended that the Boards of Trade standardize these procedures.
The Standard also establishes that electronic signatures made outside the Board of Trade's portal will be accepted, provided that (i) the signatures are validated via the Board of Trade's system; or (ii) a declaration of electronic authenticity is presented.
Signature by Partner Residing Abroad
From now on, partners residing abroad will be able to sign corporate acts directly by means of an electronic signature.
Usufruct Quotas: Exercising Voting Rights and Calling Meetings
Under the terms of the Standard, it is now compulsory for naked shareholders to be called to shareholders' meetings or general meetings, even if they do not have the right to vote.
In addition, if the usufruct constitution act does not regulate voting rights, these can only be exercised by prior agreement between the naked owner and the usufructuary. If the usufruct is regulated in a shareholders' agreement or any other instrument, the document must be filed with the Board of Trade in order to be effective vis-à-vis third parties.
Publication of the Constitution Acts
Another important change is that the Trade Boards will be able to place an administrative block on the registration of joint stock companies that fail to file the publication of their articles of incorporation, even if as a result of a transformation, within 30 days of the registration of the articles of incorporation, as provided for in article 94 of the Corporations Law.
Artificial Intelligence
The Standard innovated by making it possible for Boards of Trade to use artificial intelligence mechanisms to optimize the analysis of compliance with legal formalities in documents submitted for registration.
The Corporate team at Barcellos Tucunduva Advogados will be happy to answer any questions you may have on the above subject at [email protected].