DREI Normative Instruction N. 112, published on January 21, 2022 (“IN 112”), changed several provisions of Normative Instruction N. 81, of 2020. Among the amended articles, there are those related to the corporate publications determined by the Corporation Law (Law 6.404 of 1976), such as financial statements and annual general meetings call notices (“AGO”).
Basically, the obligation to publish such acts in the Official Gazette was waived, and only the obligation to publish them in a newspaper of wide circulation of the location of the headquarters of the company was kept.
Additionally, with the changes brought by IN 112, now it is enough to publish the acts in the form of an extract in the printed version of the wide circulation newspaper, with simultaneous publication of the full version on the website of the same newspaper, containing the ICP-Brasil (Infraestrutura de Chaves Públicas Brasileiras) digital certification.
Another important change, which was also determined by Administrative Rule (Portaria) ME N. 12071, dated October 7, 2021, was that privately held corporations with annual gross revenues of up to R$ 78,000,000.00 (seventy-eight million reais) make publish their acts on the Balance Sheet Center (Central de Balanços) of the Public Digital Bookkeeping System (Sistema Público de Escrituração – SPED) and on the company’s website. Nevertheless, this rule does not apply to companies that control other companies.
The abovementioned changes significantly reduce the costs involved in the process of filing company’s corporate acts, and also make the fulfillment of the legal publication obligations simpler.
Our office is at your disposal to clarify any doubts in this regard and to assist you in the draft and registration of corporate documents.