With the publication of the Provisional Measure 892/19 (“MP”), the rules regarding publishing of Corporations’ corporate documents that had already been altered last April by Law n° 13.818/19, have undergone new and beneficial modifications.
With the innovation brought by the MP, publishing of corporate documents of the Corporations (call notice and minutes of the meetings, notice to shareholders, management's report and financial reports, as well as any other document that must become public according to Law 6.404/76) in the Official Gazettes and large circulation newspapers are no longer required, significantly lowering costs for the Corporations and cutting on red tape
The innovations are:
Publicly Held Company: Cost free publication at the websites of: (a) Brazilian Securities Commission (CVM); (b) the market administrator where the securities of the company are admitted to trading and (c) the company, according to regulations to be issued by CVM.
Closed Corporation with more than 20 shareholders and shareholders’ equity equal to or greater than R$ 10 million: to be regulated by the Ministry of Economy.
All publications must be digitally certified by a certifying authority accredited by the Brazilian Public Key Infrastructure (ICP-Brasil).
We remind you that the innovations brought by Law n° 13.818/19 about closed corporation with less than 20 shareholders and shareholders’ equity equal to or greater than R$ 10 million were kept (the value were increased from the originally expected of R$ 1 million).
This way, the companies remain dismissed of publications as long as the meetings are called by notice to all shareholders with proof of delivery within the legal term and certified copies of the of the management report, financial statements and auditors' report are filed at the Board of Trade as attachments to the minutes of the meeting that decided on them.
The MP is already in full force but will only produce effects on the month following the publication of the regulation by Brazilian SEC and the Ministry of Economy. Finally, we would like to remind you that as a provisional measure it must be approved by the Legislative Powers within 60 days as of its date of publication, extendable for another 60 days. Without this approval, the MP will lose effectiveness, and alterations brought by Law 13.818/19 will become effective again.
* Renata Antiquera and Victoria Goulart (partner and associate of this firm). For clarifications, please contact firstname.lastname@example.org