The Normative Instruction of the National Department of Business Registration and Integration – DREI n° 79 (“IN 79“), published on April 15, 2020, establishes the regulation of participation and remote voting in meetings and assemblies of closed corporations, limited liability companies, and cooperatives, according to the change in the Brazilian corporate legislation brought about by Provisional Measure No. 931, of March 30, 2020.
The participation and remote voting in meetings and assemblies of closed, limited and cooperative corporations by shareholders, partners or associates can be:
(i)
Semi-Presential
with in-person participation and voting, at the physical location of the meeting or assembly, and also remotely; or
(ii)
Digital
: with remote participation and voting, in cases where the meeting or assembly is not held at any physical location.
The semi-digital or digital meetings and assemblies must comply with the rules regarding calling, installation, and resolution that pertain to the respective corporate type and to the company’s articles of association or bylaws.
NI 79 provides that shareholders, partners, or associates must be informed in advance as to how the meeting or assembly will be held, and that they may participate and vote from a distance. The norm also brings rules about remote voting, via an electronic system, and about the remote voting form, from its format to its sending, as well as guidelines about the necessary formalities for the vote to be considered valid.
In addition, the electronic system adopted for holding the semi-presencial or digital meeting or assembly must guarantee the security, reliability, and transparency of the meeting or assembly, the attendance record of the partners, shareholders, or associates, as well as the preservation of the right to participate at a distance and the exercise of the right to vote at a distance during the entire meeting or assembly.
The minutes of the meeting or assembly must include the information that it was semi-attended or digital, and the president or secretary must expressly declare that the meeting or assembly met all the requirements for its realization. If the document is not physical, the signatures of the table members must be formalized with a digital certificate.
It is important to mention that the complete recording of the conclave and its respective documents will be kept on file at the headquarters of the closed joint stock company, limited liability company, or cooperatives for the period during which an eventual annulment may be claimed, as per the terms of the legislation in effect.
The corporate team of the DDSA is at your disposal to clarify doubts or to assist you in any question involving corporate aspects.