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Normative Instruction DREI/ME No. 112, of January 20, 2022

On January 20, 2022, the Ministry of Economy published Normative Instruction No. 112, of the National Department of Business Registration and Integration (Departamento Nacional de Registro Empresarial e Integração - DREI) which provides for the changes promoted by Supplementary Law No. 182, of June 1, 2021, Law No. 14. 193, of August 6, 2021, Law No. 13,818, of April 24, 2019, and Law No. 14,195, of August 26, 2021, regarding the Public Registry of Commercial Companies, as well as amending DREI Normative Instruction No. 81, of June 10, 2020.

Basically, it implemented some changes to the Manuals for Registration of Individual Companies, Limited Liability Companies and Privately Held Corporations. Among the changes, we highlight the following:

  • The publications shall now be made in a widely circulated newspaper edited in the city where the company's headquarters is located, in summarized form and with simultaneous disclosure of the full content of the documents in the newspaper's website, which must provide digital certification of the authenticity of the documents kept in the page itself, issued by a certifying authority accredited under the Brazilian Public Key Infrastructure (Infraestrutura de Chaves Públicas Brasileiras - ICP-Brasil). An exception is made for Public Limited Liability Companies with annual gross revenues of up to R$ 78 million, which may publish them in the Balance Sheet Central of the Public Digital Bookkeeping System (Central de Balanços do Sistema Público de Escrituração Digital - SPED) and in the company's own website.

  • In Privately Held Corporations and in Limited Liability Companies, it is now allowed the appointment of individuals who are not resident in Brazil for the position of executive officer and manager, respectively.

Our team is entirely available for further clarifications in respect to this matter.

By Bruno Salama

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