On June 20, 2022, the Ministry of Economy published the SEI Official Letter No. 37/2022/ME, of the National Department of Business Registration and Integration (Departamento Nacional de Registro Empresarial e Integração - DREI), which revokes the SEI Official Letter No. 28/2022/ME of May 2nd, 2022.
The revoked Official Letter required (1) companies to indicate the members of the board of directors in the Partners and Administrators Chart (Quadro de Sócios e Administradores - QSA) of the Brazilian Federal Revenue (Receita Federal do Brasil - RFB), requiring, therefore, the submission of Basic Entry Document (Documento Básico de Entrada – DBE) for the registration, before the Boards of Commerce, of documents that discussed the appointment of directors; and (2) the registration of foreign directors in the Individual Taxpayers Registry (Cadastro de Pessoas Físicas - CPF).
It is important to emphasize that before the issuance of the aforementioned Official Letters, there was no standardization among the Boards of Commerce in Brazil as to whether or not the DBE was required for the registration of acts that included the appointment of directors. Thus, with the exemption of including the Board of Directors in the RFB's QSA, the necessary standardization of procedures to be adopted by the Boards of Commerce is achieved, in addition to a greater debureaucratization of the registration rules and a consequent encouragement to foreign investment and participation in companies with headquarters in Brazil, in line with other measures taken by the government in recent years.
By Bruno Salama
+55 11 3124 3070
Rua Funchal, 418
04551-060 SP Brasil
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