DREI issued Normative Instruction (IN) No. 81 on June 10^th, 2020, as a result of the simplification initiative implemented by the Economic Freedom Law. The Normative Instruction aims to unify the regulations imposed and make adjustments to ease and consolidate the registration of companies. IN No. 81 takes effect on July 1^st, 2020.

The Normative Instruction brings a series of rules regarding the operation of the Boards of Trade. In addition, among the procedures brought by IN No. 81, the following shall be highlighted:

a) filing of corporate acts without the applicant having to request prior authorization from government agencies to operate, pursuant to the sole paragraph of art. 35 of Law No. 8.934/94;

b) rule for the creation of trade names (firm name and corporate name), as well as for the criteria to verify the existence of identity and similarity;

c) which professionals are able to present an affidavit providing for the authenticity of copied documents, that is, lawyers, accountants and accounting technicians;

d) rule that lays out criteria for exemption from the requirement to notarize signatures and certify some copied documents;

e) power of attorney no longer required for the filing of acts through the Digital Registry;

f) IN provides the express authorization for a company with a negative net worth to be merged;

g) IN provides the authorization to convert associations, general partnerships and cooperative companies into business companies, and vice versa;

h) procedures for canceling the registration due to inactivity, upon prior communication from the Board of Trade, to be carried out at least once a year;

I) definition of the procedure for the rectification and ratification of corporate instruments;

j) express permission for the Simple Credit Company – ESC to be classified as a small business company, even though it cannot be included in the Federal Simplified Tax System for Small Businesses (“Simples Nacional”);

k) procedures for payment in capital with quotas of another company or EIRELI;

l) authorization for partial payment of EIRELI’s capital at a later time;

m) authorization for the liquidator to be a legal entity;

n) express rule detailing the limited liability company’s option to issue preferred quotas, including those without voting rights;

o) rule for publications of corporations and limited liability companies regarding the calling of meetings; and

p) quotas may be assigned regardless of an amendment to the articles of association.

Besides consolidating the general guidelines for the Public Registration of Companies, IN No. 81 also brings changes to and further regulations for some provisions of Decree No. 1,800, of 1996, such as the setting up of cooperatives via automatic registration, which also applies  to acts of amendment and termination of proprietorship, EIRELI and limited liability companies.

Access the IN No. 81: click here