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Date: 11 de July de 2023
Posted by: CPDMA Team

Digital company books

Imagem de dois dedos tocando símbolos de parágrafos ilustrando itens de direito societário.

Technological evolution has brought significant changes in all aspects of society, and the Law has not been left out of this reality. In the field of Corporate Law, an innovation that deserves to be highlighted is the use of digital corporate books: a new way of recording, storing and managing corporate information and corporate acts, such as the minutes of ordinary and extraordinary general meetings.

That is, the corporate books kept in physical format, which brought with them a series of challenges, such as misplacement, erasures, consultation difficulties, the need for adequate physical space for storage, among other aspects, gave way to a modern and efficient alternative such as digital corporate books, which aim to:

  • corporate cost reduction and sustainability, eliminating the need for printing, binding and physical storage;
  • quick and remote access to books, facilitating consultation by partners, administrators and Boards of Trade; the
  • integrity and authenticity of documentsthe implementation of appropriate security measures to ensure the legal validity of the records, such as digital certificates and electronic signatures; and
  • organization, centralization of information and ease of consultationIt is possible to organize information in a structured way in a single place, making it easier to search for specific acts or documents.

The use of digital corporate books finds legal support in the Business Environment Act (Law No. 14.195/2021), which authorized the digitization and use of electronic systems for the custody, registration and control of corporate and accounting books of companies in Brazil; in the Normative Instructions no. 82/2021 and no. 79/2022 of the National Department of Business Registration and Integration (DREI), which have made mandatory the corporate books in digital format, as well as in the Company Law (Lei n.º 6.404/76) e na Cooperative Societies Act (Law No. 5.764/71), which provide which books are mandatory for this type of company.

According to article 100 of Law no. 6. 404/76, the company must have, in addition to the mandatory books for any trader, the following Corporate Books, now digital: (I) Books of Registration of Registered Shares; (II) Books of Transfer of Registered Shares; (III) Book of Registration of Registered Beneficial Shares and Transfer of Registered Beneficial Shares, if applicable; (IV) Books of Minutes of General Meetings; (V) Books of Attendance of Shareholders; (VI) Books of Minutes of Meetings of the Board of Directors and Minutes of Meetings of the Executive Board; and (VII) Book of Minutes and Opinions of the Fiscal Council.

Finally, it should be noted that the process of implementing digital corporate books includes some steps, such as the creation of the corporate documentwhether minutes of meetings or terms of transfer of shares, for example; the sending for electronic signature of the legal representatives; the use of a software for unification of the file in PDF/A format and in the maximum size allowed; the authentication of the book at the Board of Trade upon prior payment of the collection slip; and the storage of the registered bookconsidering that the Trade Boards do not store them after registration.

By: Caroline Urdapilleta Wagner

Corporate Law | CPDMA Team

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