The National Department of Business Registration and Integration (DREI), in line with the requirements of Law 8,934/94 and Decree 1,800/96, issued DREI Normative Instruction 081 on June 10 2020, responsible for consolidating general rules and guidelines on public registration of Brazilian companies. 

The NI consolidated the general rules on the public registration of Brazilian companies in a single normative act, following the directive for general revision of existing rules, and especially reduction of red tape and formal hurdles for business registration. 

That initiative, which promoted the revocation of various normative instructions and official circulars, is part of the effort to simplify and reduce bureaucracy specified in the Economic Freedom Law (Law 13,874/19). Therefore, the rules on the constitution, alteration or dissolution of sole proprietorships and companies will be concentrated in the same normative instruction, to facilitate the respective implementation of the acts in the nation’s legal system. 

Among the main innovations, we can mention:  

(i) greater amplitude for formation of business names, with relaxation of the need to indicate the business purpose in composing the names of companies and limited liability sole proprietorships (EIRELIs);  

(ii) waiver of the need for notarized signature and authentication of documents to be presented to commercial registry boards, by adoption of declarations of authenticity by the staff of registry offices;

(iii) expansion of the situations of “automatic” approval of acts subject to registration, by adopting a standard instrument, as governed by the DREI and under the terms of Art. 43 of the new NI;

(iv) possibility of “transformation” or conversion of the registration of associations and cooperatives into companies; and

(v) detailing of the rules for the issuance of shares (“quotas”) with distinct classes by limited liability companies, including with restrictions on the right to vote by their owners and setting of specific economic and political rights, by supplementary application of the Law of Corporations (Law 6,404/76). 

The normative instruction will take effect on July 1, 2020, except for the rules pertaining to automatic archiving of acts for alteration and extinction of sole proprietorships, EIRELIs and limited liability companies, as well as the constitution of cooperatives, which will only take effect 120 days after the publication date (which occurred on June 15, 2020). 

See the Normative Instruction. 

http://www.in.gov.br/en/web/dou/-/instrucao-normativa-n-81-de-10-de-junho-de-2020-261499054 

The firm’s corporate team will keep you informed of new measures and their impacts, and is available to resolve any doubts, by e-mail: cec.societario@cgvadvogados.com.br