Commercial Registries Now Require Publications of Corporate Acts: Understand the Changes

Pilha de jornais sobre um laptop indicando publicação de atos societários

In recent months, several Commercial Registries in Brazil have begun requiring the publication of acts related to mergers, spin-offs, and incorporations of companies, as established in the Civil Code (Articles 1,122 and 1,152, §1) and the Corporate Law (Articles 227, §3, 228, §3, and 229, §4). Although these obligations were already stipulated by law, many companies did not comply, mainly due to the high costs associated with publications.

The Normative Instruction DREI No. 81, in its Article 73-A, reinforces the requirement for the publication of these acts in the location of the headquarters of the involved companies. Based on these provisions, the Commercial Registries have started requiring compliance with this obligation, including for acts carried out retroactively throughout 2024.

Despite the legal requirement for publication in the Official Gazette and a major circulation newspaper, some Commercial Registries have accepted publication in the Central Balance Sheet Repository of the Public Digital Bookkeeping System (SPED). The Central Balance Sheet Repository was established by Ordinance No. 529, dated September 26, 2019, from the Ministry of Economy, with the goal of facilitating corporate publications and reducing costs.

In this scenario, it is crucial for companies undergoing corporate reorganization operations to consider the costs associated with publication and the subsequent filing with the Commercial Registries. Failure to comply with these obligations may result in the blocking of the company’s registration in the Commercial Registry, preventing the filing of other corporate documents until the publications are regularized.

Corporate Law | CPDMA Team

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Commercial Registries Now Require Publications of Corporate Acts: Understand the Changes

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