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Date: August 31, 2021
Posted by: CPDMA Team

With important changes in the Corporate Law and the end of EIRELI, the Business Environment Law is sanctioned

Last Thursday, August 26, the Presidency of the Republic sanctioned Law nº 14.195/2021, originated by Provisional Measure nº 1.040/2021, which aims to increase the quality of the business environment in the country, facilitating the opening and operation of companies, as well as protecting minority shareholders in publicly traded and privately held corporations.

Among the changes that came into force with the new legislation, which aim to facilitate the opening of companies, is the unification of federal, state and municipal registrations in the National Register of Legal Entities (CNPJ) and the expansion of the electronic registration procedure system and legalization of companies, making it possible for the entrepreneur to consult the feasibility of the place where he intends to open the company, as well as the protocol of the Social Contract and its respective amendments in a fully electronic form.

Furthermore, the new legislation authorizes the entrepreneur or legal entity to use the CNPJ as a business name, followed by the identification of the corporate or legal type, when required by law.

The new Law, known as the “Business Environment Law”, eliminates the need for notarization of acts brought to registration with the Boards of Trade, making it easier for entrepreneurs to regularize their acts with greater diligence.

Within the scope of Corporations, the main change brought by the legislation is greater protection for minority shareholders. In the case of publicly-held companies, the law prohibited the accumulation of functions of chairman of the board of directors and chief executive officer or chief executive officer of the company.

Furthermore, it was established for both models of corporations the creation of classes of shares with attribution of plural vote, in which a plural vote with a weight of 10 (ten) votes for only one common share is possible. 

Plural voting may be adopted in all measures taken by the company through the Meeting, except for resolutions on the director's remuneration, as well as transactions that meet the criterion of relevance to be adopted by the Securities and Exchange Commission.

Another important change brought about by the new legislation is the end of individual limited liability companies (EIRELI), which, through article 41 of its chapter IX, provides that upon the entry into force of this Law, all EIRELI will be transformed into a sole proprietorship. , regardless of changes in its articles of incorporation.

The virtual assemblies also gained strength with the new Law, starting to have an express provision in the Civil Code. 

Regarding the vetoes of the sanctioned Law, attention was drawn to the maintenance of simple societies, previously indicated as a proposal for exclusion from the Civil Code.

In this way, it can be seen that the enactment of the Business Environment Law seeks to increase business activity in the country, with the facilitation of the opening and maintenance of businesses, as well as aiming at the greater inclusion of entrepreneurs in Corporations, for the purpose of reheating the national corporate market.

Source: Liège Fernandes Vargas and Mateus Mallmann.

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