Rules for national standardization of requirements formulated by ….
On September 20th, 2018, the Normative Instruction DREI No.48 of August 3rd, 2018 (“IN No.48”) will enter into force. The IN No.48 provides, for the filing of constitution, alteration, dissolution and extinction corporate acts of individual entrepreneurs, limited liability individual companies (EIRELI) and limited liability companies, rules for a standardization of the requirements that may be formulated by the Commercial Registries in Brazil. The IN No.48 will not be applicable to corporations, nor for acts of merger, demerger, incorporation and transformation.
With the implementation of IN No.48, only the requirements set forth therein may be formulated by the analysts of the Commercial Registries. Exceptionally, the analyst may make a requirement not foreseen in IN No.48, in which case a special procedure will be carried out to evaluate the applicability or not of such requirement. While pending the evaluation the filing shall be deemed approved, but the issue will be included in the Company’s records and will be mentioned as an observation in publications, documents and certificates until a decision is made. In such case, the interested party may choose to (a) give up filing; (b) take action to overcome the issue; or (c) file the corporate act, being aware that such decision may be reviewed.
The IN No.48 also establishes that all the defects of a corporate act must be pointed out in the first analysis performed by the Commercial Registry. Regarding the deadline for complying with requirements, the fulfillment of reiterations of requirements shall be carried out in the remaining time of the period of thirty (30) days originally given to fulfill requirements.
Another important change brought by IN No.48 is that if the interested party promotes inclusions or changes to the corporate act originally filed without connection with the compliance of the requirements, it shall be considered that it consists on a new registration request, being due new filling costs.
The IN No.48 and its attachments can be found in their integrality on the website of the Business Registration and Integration Department (DREI).