The great bureaucracy and the lack of standardization of administrative procedures in Brazil is an old issue among Brazilians and especially among businessmen, who constantly complain about the vulnerability faced when analyzing the approval of registrations at the Trade Boards.
In order to curb the lack of substantiation and the formulation of generic requirements, the Department of Business Registration and Integration (”DREI”)) made Normative InstructionNo. 48 available, published in the Federal Official Gazette on August 6, 2018 (”IN 48”) and will take effect on September 20, 2018.
The norm addresses the national standardization of the formulation of requirements, applicable to physical and digital processes, relating to the acts of formation, alteration, dissolution, or extinction of the individual entrepreneur, the Individual Limited Liability Company (EIRELI), and the Limited Liability Company. Moreover, it presents an exhaustive list of requirements.
It is worth noting that the Boards of Trade may consider the lists of requirements for legal types other than the EIRELI and the Limited Liability Company, such as corporations, as expressly provided in Paragraph 4 of Article 1 of the aforementioned rule.
In addition, the Boards of Trade will formulate explanatory notes indicating the points of the act (document, page, clause, article, paragraph, line, etc.) to which each requirement refers and should make efforts to create a system for making the requirements formulated available on their websites, for a communication channel with the interested party and to create more efficiency and agility in the fulfillment of the requirements.
A large part of the provisions in IN 48 was influenced by Law No. 8934, of November 18, 1994, which provides for the Public Registry of Mercantile Companies. In this sense, IN 48 also deals with (i) the hypothesis of the act’s analyst verifying some element that may give rise to a requirement outside the exhaustive list; and, (ii) the procedure to be adopted by the competent Board of Trade and the interested party.
In the first case, if the analyst of the competent Board of Trade verifies an element in the act that may give rise to a requirement, he will proceed with the granting and will forward the matter to the President and the Attorney General of the competent Board of Trade, who will present the matter to the Plenary. Until the matter is exhausted, a note will appear on the Society’s forms and certificates and the document will not be released.
Should the hypothesis foreseen above occur, the interested party will have the option, within 30 days, to expressly or tacitly give up the filing, adopt measures to overcome the impasse, or confirm the interest in filing and wait for the administrative process to continue.