wednesday, 3 april of 2019

Provisional Measure 876/19 speeds up the process of incorporating a company in Brazil

Enrique Tello Hadad e Fernanda Nakada

On March 13, 2019, the PM 876 was enacted, reducing significantly the time to register certain corporate acts with the Commercial Registers.

According to the PM, which amended the Law of Public Registry of Companies and Related Activities (Law 8.934/94), the deadline for the filing of corporations acts, as well as acts of transformation, merger, amalgamation and spin-off of companies, and acts of incorporation and amendments of consortium and group of companies, shall be of up to 5 (five) business days counted as of the submission, under penalty of (such acts) being considered filed, upon provocation of the interested party.

In addition, the PM also established that the incorporation acts of Individual Entrepreneurs, Limited Liability Individual Companies (EIRELI) and Limited Liability Companies (Ltda.) shall be automatically registered, after the approval of the feasibility consultation of corporate name and location, provided that the standard instrument of the

Commercial Registry and Integration National Department (DREI) has been used.

Any existing defects in these incorporation acts described above shall be analyzed later, within 2 (two) business days as of the automatic registration. In case the defect is deemed to be non-remediable, the filing will be canceled.

Furthermore, with the new PM, lawyers and accountants who declare, under their personal responsibility, that simple copies of documents confer with their original counterparts, the certification process will be dismissed. Therefore, it will no longer be necessary to present certified copies of documents, resulting in a reduction of time and costs.

Finally, it is worth pointing out that Provisional Measures in Brazil are instruments with force of law adopted by the country’s President. They have immediate effects and are valid for 60 (sixty) days, extendable for the same period. To be converted into law, the National Congress must approve them.

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*Enrique Tello Hadad it's a lawyer at Loeser, Blanchet e Hadad Advogados.

*Fernanda Nakada it's a lawyer at Loeser, Blanchet e Hadad Advogados.

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