The Brazilian Department of Business Registration and Integration (DREI), in its process of reducing bureaucracy, has innovated with the new Normative Instruction (IN) 81. It simplifies and gathers the rules related to the process for opening, modifying and closing companies, in addition to remodeling the nomenclature, in order to unify the entire understanding of the department. In total, 45 rules have been revoked among Normative Instructions and Circular Letters on the subjects.
IN 81 covers the controversial issuance of preferred membership interests in limited liability companies, since it expressly recognizes the possibility of having membership interests of different classes, which may limit the right to vote, pursuant to the law of corporations. In addition to the above, it recognizes that only membership interests with voting rights will be counted towards the quorum to open meetings and pass resolutions.
Furthermore, IN formalizes the waiver of the notarization of signatures and certification of documents taken to registration, and lawyers and accountants of the companies may submit a declaration of authenticity.
Another significant amendment refers to the trade name, as it is no longer mandatory to use the activity in the trade name, in addition to allowing the inclusion of any national or foreign word in its composition.
Moreover, by adopting the precedents of the Superior Court of Justice (STJ), IN allows the transformation of cooperatives and associations into business companies.
The expansion of the automatic registration is more concerned with streamlining the registration procedure by the Registries of Commerce, because, if the company uses templates of corporate acts made available by DREI, its registration must be carried out automatically.
IN 81 will take effect on July 1st, 2020.