In order to simplify and modernize certain requirements and procedures relating to business registration, the National Department of Business Registration and Integration (DREI) published, on June 10, 2021, DREI Normative Instruction No. 55 (“IN 55”). IN 55 modified DREI Normative Instructions 81/2020 and 82/2021, directly benefiting business companies, cooperatives, sole proprietors, and Limited Liability Individual Enterprises (EIRELI), and facilitating the processes of opening and registering business acts.
Just like Provisional Measure 1040/21 (“MP do Ambiente dos Negócios”), of March 29, 2021, the innovations brought by IN 55 have the intention of reducing the bureaucracy of the processes to which entrepreneurs in Brazil are submitted in their day-to-day corporate life.
IN 55 modernized the rules related to the regulation of corporate names, eliminating the prohibition of filing similar corporate names and creating the possibility for individual businessmen, EIRELIs, entrepreneurial companies, and cooperatives to use the registration number in the National Register of Legal Entities (CNPJ) as a corporate name (as long as it is accompanied by the identification of the corporate or legal type, when so required by law). Thus, the analysis of identity between names by the Boards of Trade will consider the business names in their entirety (excluding only the expressions related to the legal type), so that only the filing of a business name identical to another already registered will be forbidden. Homograph names will also be considered identical.
These changes aim to eliminate human analysis and enable automatic analysis mechanisms, making the procedure for filing acts faster.
With the changes in IN 55, the use of Visual Law techniques, including graphic elements such as images, flowcharts, and animations, as well as letterheads and watermarks, is now also allowed in acts submitted for registration at the Boards of Trade. Visual Law is a Legal Design solution that uses visual elements to make legal content clearer and more understandable to the general public.
Another determination of IN 55 is that the Boards of Trade must seek to adopt the reception of documents signed electronically by third-party systems or Signature Portals, and that they may enter into agreements, contracts, or similar terms with certification authorities for the issue of digital certificates. In this regard, IN 55 also reiterates the possibility of using any type of digital certificate accredited by the Brazilian Public Key Infrastructure (ICP-Brazil) or other means that guarantee proof of the integrity of electronic documents, and, furthermore, that documents presented in an electronic file, in the event it is not possible to verify the authenticity of the signatures by means of consultation, must be accompanied by a declaration of their veracity signed electronically by the applicant (partner, owner, administrator, etc., or even accountant or lawyer), under his personal responsibility.
Finally, one of the main changes introduced by IN 55 was the waiver of the requirement for notarization and authentication of copies of documents by a notary’s office in acts submitted for filing with the Board of Trade. The authentication of a copy, when the act requires the original, can be done by the server of the Board, through comparison between the original and the copy, or even by a lawyer or accountant of the interested party.
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