The Business Registration and Integration Department (Departamento de Registro Empresarial e Integração - Drei) published on March 03 in the Official Gazette of the Union five (05) new Normative Instructions (NI) on archiving and filing business documents were. All of thi will come into force before the Brazilian Business Boards within sixty (60) days from May-02-2017 on.
The list of published Nis is as follows:
1. Drei Normative Instruction No. 34/2017 - Provides for the filing of acts of companies, corporates, or cooperatives involving foreigners residing and domiciled in Brazil, individuals, Brazilian or foreigners, resident and domiciled abroad and companies headquartered overseas. It stresses the requirient to present a specific power of attorney with an indefinite term granted to the attorney-in-fact resident in Brazil and ipowered to receive summons in actions proposed against the grantors, based on the legislation that rules the respective corporate type. In addition, a legal entity with a registered office abroad must provide evidences of its legal operation and a statient that the law of country of origin has been respected. Such documents shall be notarized, consularised, or, if the country of origin is a signatory to the Hague Convention, apostilled in that country, and in Brazil, translated by a sworn translator and registered in the Registry of Deeds and Documents. Also, the Commercial Board must send information to the Federal Police Department, when closing an act of company, corporate or cooperative with a foreign partner.
2. Normative Instruction No. 35/2017 Drei - Provides for closing transformation, merger or spin-off acts involving entrepreneurs, companies, and the simple conversion of company into corporate, and vice versa, indicating how such acts should be filed at the Trade Boards.
3. Normative Instruction No. 36/2017 Drei - Provides for the micro and small business framing, reframing, and noncompliance, pursuant to Supplientary Law No. 123, of Deciber 14, 2006 and subsequent amendments. The framing, reframing, and noncompliance of microenterprise and small business should be through a statient under the penalties of the law that the company is in microenterprise or small business situation. Afterwards, the company should add the expression or designative particle of its size to the corporate name.
4.Normative Instruction No. 37/2017 Drei - Changes the Normative Instruction DREI No. 19, of 05 Deciber 2013. This indicates that the corporate act approving the consortium agreient should be filed at the registry organ of consortium headquarters, as the formalities of its legal nature.
5.Normative Instruction No. 38/2017 Drei - Establishes the Individual Entrepreneur, Limited Partnership, Limited Liability Individual Company Registration Booklets - EIRELI, Cooperative, and Joint-Stock Company. Among the information presented in its annexes, we highlight the possibility the limited companies governed by Law no. 6.404 / 76 ("Corporate Law") to adopt any specific institute to public companies, provided that it is compatible with nature Society, such as: treasury shares; Preferential quotas and Board of Directors (Annex III), and the incorporation of EIRELI by natural person or by a national or foreign company (Annex V).
While the normative instructions riain vacatio legis, find their contents here. We suggest a complete analysis of the NIs.
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