Last Tuesday, March 30, 2021, Provisional Measure No. 1,040/2021 was published, which brought important changes in the corporate scope. Among them, significant changes were made to the Corporate Law (Law No. 6,404/1976) and the Law of Public Registration of Mercantile Companies (Law No. 8,934/1994).
To highlight the main changed points, below are some changes that will impact corporate procedures and company registrations:
Amendments to Law 6,404/76 (Corporate Law):
- In order to preserve the interests of minority shareholders of publicly-held companies, item X was included in article 122, providing for the mandatory deliberation at the EGM for (i) the sale or contribution to another company of assets, in the event that the value of the operation to exceed 50% of the company's total assets referring to the last approved balance sheet; (ii) the execution of transactions with related parties that meet the relevance criteria to be defined by the Securities and Exchange Commission (CVM);
- In publicly-held companies, the period for the first call for a general meeting was increased to 30 (thirty) days, maintaining the period of 08 (eight) days for privately held corporations (art. 124, § 1, II);
- The CVM may, by Collegiate decision, declare which documents and information relevant to the resolution of the general meeting were not made available to the shareholders in a timely manner, as well as determine the postponement of the meeting for up to 30 (thirty) days, counting from the date of availability of said documents and information to the partners (art. 124, § 5, I);
- The cumulation, in publicly-held companies, of the positions of chairman of the board of directors and chief executive officer or of the company's main executive is prohibited, with the exception of companies with lower revenues, which may be authorized by the CVM to practice the cumulation (art. 138, § 3);
- In the composition of the board of directors, the participation of independent directors will be mandatory, under the terms and deadlines to be defined by the CVM (art. 1140, § 2).
Amendments to Law 8.934/94 (Public Registry of Mercantile Companies):
- The entrepreneur or legal entity may choose to use the CNPJ as a business name, followed by the identification of its corporate type (art. 35-A);
- The registration of constitutive acts, as well as their amendments and terminations may occur without prior governmental authorization, being the company's duty to inform the acts through the National Network for the Simplification of Registration and Legalization of Companies and Businesses - Redesim - regarding the records in which they express interest (art. 35, § 1);
- The clash between business names due to similarity may be discussed, at any time, through the National Department of Special Registration and Debureaucratization, Management and Digital Government of the Ministry of Economy (art. 35, § 2);
- It will not be necessary to notarize the acts filed with the commercial boards (art. 63). At this point, the MP withdrew the exception previously indicated in the legal text for notarization of powers of attorney. However, it is important to wait for the position of the Boards of Trade, as the DREI already provided for this possibility beforehand;
The Provisional Measure produces immediate effects in relation to the highlighted provisions, with the exception of the change in the prohibition of cumulation of positions, which will take effect 360 (three hundred and sixty) days after its publication.
To access the entirety of the Provisional Media, access the link:
Source: Mateus Mallmann and Liège Fernandes Vargas.