In order to simplify and modernize certain requirements and procedures related to business registration, the National Department of Business Registration and Integration (DREI) published, on June 10, 2021, Normative Instruction DREI No. 55 (“NI 55”). NI 55 modified the Normative instructions DREI No. 81/2020 and 82/2021, benefiting directly business companies, cooperatives, individual entrepreneurs and Individual Limited Liability Companies (EIRELI), and facilitating the processes of opening and registration of business acts.
As well as the Provisional Measure No. 1040/21 (“PM for the Business Environment”), dated March 29, 2021, the innovations brought by NI 55 are intended to reduce bureaucracy on corporate processes that entrepreneurs in Brazil undergo on a daily basis.
NI 55 modernized the rules related to the regulation of corporate names of business companies, excluding the prohibition of filing similar corporate names and creating the possibility for individual entrepreneurs, EIRELIs, business companies and cooperatives to use the registration number in the National Register of Legal Entities (CNPJ) as a business name (provided that it is accompanied by the identification of the corporate or legal type, when required by law). Thus, the analysis of the identity between denominations by the Boards of Trade will consider the corporate names as a whole (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 prohibited. Homograph names will also be considered identical.
These changes aim to eliminate human analysis and enable automatic analysis mechanisms, making the procedure for the filing of acts faster.
With the amendments of NI 55, the use of Visual Law techniques, including graphic elements such as images, flowcharts and animations, as well as paper stamps (timbre) and watermarks, is also allowed in acts submitted for registration with 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 NI 55 is that Boards of Trade must seek to adopt the reception of documents electronically signed by a third-party system or Signature Portals and that they may enter into agreements, contracts or similar terms with certifying authorities for the issuance of digital certificate. In this sense, NI 55 also reiterates the possibility of the use of any type of digital certificate accredited by the Brazilian Public Key Infrastructure (ICP-Brasil) or other means that ensure the proof of electronic documents integrity, and, further, that documents presented in an electronic format, in case it is not possible to have the authenticity of their signatures carried out through consultation, must be attached to a declaration of their veracity electronically signed by the applicant (partner, owner, administrator etc., or, also, accountant or lawyer), under his/her personal responsibility.
Finally, one of the main changes introduced by NI 55 was the waiver of notarization and authentication of document copies by the register office in acts presented for filing with the Board of Trade. The authentication of a copy, when the act requires the original, may be performed by the Board’s server, by comparing the original and the copy, or even by a lawyer or accountant of the interested party.
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