ADMINISTRATIVE RULE NO. 12.071/2021 REGULATES THE ELECTRONIC PUBLICATION OF ACTS OF CLOSELY- HELD COMPANIES

At the end of last year, the Ministry of Economy edited the Administrative Rule No. 12.071, which provides on the electronic publication and disclosure of the acts of closely – held companies with annual gross revenue of up to BRL 78,000,000.00 in the Central Balance Sheet of the Public Digital Bookkeeping System (“SPED”).

Through this Administrative Rule, it was established that electronic publications of the acts of such companies (such as corporate acts, financial statements and balance sheet) must be carried out via SPED, free of charges, and on their respective websites.

It must be stressed, however, that this possibility does not apply to companies controlling a group of companies, or affiliated to them. Thus, holding companies that control other companies will not be able to publish their publications electronically via SPED.

The publications and disclosures must have an electronic signature via digital certificate — pursuant to Law No. 4063, of September 23, 2022. In this case, SPED itself can register documents that prove authenticity, inalterability, and publication date of the acts.

Thus, once the old requirement that such closely-held companies should publish their acts in the Official Gazette and in local newspapers is revoked, the costs and bureaucracy with the publication procedures will be reduced. In addition, acts published via SPED can be located and accessed more quickly and efficiently.

Our office is available to assist you and clarify any doubts on this matter.

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