Change of rules on business records and information transfer within the REDESIM

The CGSIM Resolution 40, published on Jun-15-2017, prepared by the Management Committee for National Network for Simplification of Companies and Businesses Registration and Legalization (Comitê para Gestão da Rede Nacional para Simplificação do Registro e da Legalização de Empresas e Negócios - “CGSIM”), changed the CGSIM Resolution No. 25 provisions, which deals with parameters and standards for development of National Network integration model for the Registry Simplification and Legalization of Companies and Businesses (REDESIM).

REDESIM is the system that integrates information and processes from all agencies responsible for companies’ registration and subscription, changes and losses, as well as all commercial joints in Brazil.

We highlight the following points that had changes:

Steps for registration process and legalization of companies

The companies’ registration and legalization process comprises the sequencing of steps of:

a) prior research;

b) companies’ registration and fiscal registration; and

c) activity licensing.

The resolution also conceptualized the prior research as the act by which the applicant consults by electronic and online means, according to the CGSIM Resolution in order to get the location viability, searching the company’s name and activities risk classification.

System integration architecture

The system consists of:

a) REDESIM National Portal;

b) “Integrador Nacional” (National Integrator, in a free translation);

c) Companies’ National Base (Base Nacional de Empresas - “BNE”);

d) “Integrador Estadual” (State Integrator, in a free translation) per federation state and the Federal District.

The Portal Entrepreneur will communicate with REDESIM National Portal and will remain under the Ministry of Industry, Trade, and Services responsibility.

The Board of Trade as “Integrador Estadual” activity does not overlap with its business registration body assignment, with skills and regulation of other registries remaining independent.

Previous research

The research is responsible for:

a) checking the viability of property location;

b) researching and reservation name of the legal entity; and

c) rating the activities risk and provide information on the requirements the user should meet in registration and legalization process.

The “Integrador Estadual” should, among other activities, electronically collect data and information necessary to the prior research operation for the viability of location, the company’s name and the activity risk assessment and available the requests data the registration agencies and then receive their on research and reservation of companies’ name.

Registration Agency responsibility

The Registration Agency must receive and answer the “Integrador Estadual” about the usage possibility, the respective reserve of the company’s name and the reservation deadline.

The negative answer to the viability request for location and/or corporate name research prevents the start of electronic collection of information and its legal basis should be motivated and informed.

Electronic data collection

The information electronic collection is responsible for validating the data collected for the company’s and the partners’ registration status, where the Federal Revenue of Brazil (RFB) should online validate their status.

Licensing Agency's responsibility

Licensing is responsible for:

a) providing and maintaining data and information updated for the request risk degree assessment;

b) providing and maintaining the procedures and requirements updated to be followed for obtaining a license, based on risk degree assessment;

c) reporting and keeping granted licenses and their validity period updated;

d) reporting the results of licensing procedures requests classified as high risk; and

e) reporting instances of activities license cancellation or reactivation.

Communication between the “Simples Nacional” and “Integrador Nacional” websites

Communication between the “Simples Nacional” website and the “Integrador Nacional” for inclusion or exclusion of companies from “Simples Nacional” and/or SIMEI and framing, reframing and discontinuing Microenterprise (ME) and Small Businesses (EPP) practiced by RFB shall be considered as legal acts (made under the agency initiative in their database).

In case of the inspection of any agency from REDESIM finds difference in an entrepreneur or company register data from an incorporation instrument, amendment, or write-off, should include the order of which the obligation to inspection update or correction is corrected, within thirty (30) days, by its own register instrument with the executing agency of Mercantile Companies and Related Activities Public Registry or the Companies Civil Registry or the Brazilian Bar Association Section, as the case may be. It is noteworthy that the Brazilian Bar Association was not included in the previous version.