[Free translation]
Recently, the Department of Business Registration and Integration (DREI), the body that regulates the operation of Commercial Boards in Brazil, has issued new normative instructions with the purpose of standardizing, clarifying and simplifying the procedures related to corporate records.
The new DREI Normative Instructions 34, 35 and 38 (this one approves the new manuals of registration of Ltda., EIRELI and S / A), that will come into force from 02/05/17, bring diverse alterations, among which stand out:
-> Power of Attorney to receive citation: foreigners with participation in Brazilian companies must grant power of attorney for an indeterminate term, with powers to receive a quotation.
-> Other powers of attorney: the filing of other power of attorney in a separate process is no longer mandatory, and may, at the discretion of the interested party, instruct the request or be filed in an autonomous proceeding, with payment of the price of the service due. In addition, it is no longer necessary that they contain express powers to sign the Commercial Boards' applications.
-> Proof of legal existence and declaration that the law of the country of origin has been respected: it is mandatory to present corporate documents, extracts from trade boards (or equivalent registration body abroad), evidence of delivery of tax returns or related documents, that can prove the legal existence of the foreign company with participation in Brazilian society. In addition, a certificate of good standing or a document containing a declaration to that effect shall be required. Like other documents issued outside Brazil, it will be necessary to obtain notarization and legalization (by apostille or in the Brazilian Consulate, as applicable) and its subsequent sworn translation into Portuguese and registration in a notary's office of titles and documents.
-> Sole proprietorship: a limited partnership that remains with a single partner for a period exceeding 180 days will be considered as a "joint stock company", the remaining member being jointly and severally liable for social obligations. After the 180-day period, the sole proprietorship may only file acts for the recomposition of the plurality of members, extinction or transformation.
-> EIRELI: recognition of the right of national or foreign legal entities to hold Individual Companies with Limited Liability - EIRELI. Therefore, the requirements set forth in Article 980-A of the Civil Code, already applicable to natural persons, must be observed for the constitution of EIRELI by legal entities.
