February 2023

_the february│2023 edition of our Newsletter has the following highlight:

– CVM discloses annual letter with general guidelines on procedures to be observed by listed companies

– CVM discloses letter regarding the impacts of a Supreme Court decision

– CVM Resolution introduces new rules for investment advisors

– Brazilian Investments Abroad – Deadline for submitting the Annual Statement of Brazilian Investments Abroad to the Brazilian Central Bank

– Foreign Capitals in Brazil – Deadline for submitting periodical statements to the Brazilian Central Bank

 

_ CVM discloses letter regarding the impacts of a Supreme Court decision

 

On February 28, 2023, the Brazilian Securities and Exchange Commission (“CVM”) disclosed the annual letter with updates regarding general guidelines on procedures to be observed by listed (“Annual Letter”).

 

As usual, the Annual Letter compiles listed companies’ main obligations and reflects regulatory changes, in addition to reporting important decisions taken by CVM’s board.

 

The main update of the Annual Letter refers to the inclusion of guidelines regarding the Reference Form (Formulário de Referência) in its new structure, as per the wording provided by CVM Resolution No. 59/21.

 

The Annual Letter can be accessed in Portuguese through the link below:

https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-anual-sep-2023.html

 

_ CVM discloses letter regarding the impacts of a Supreme Court decision

 

On February 13, 2023, CVM disclosed Letter No. 1 (“Letter“), with the purpose of (i) warning companies’ Investor Relations Officers and auditors on the financial statements and on the allocation of income for the period, and (ii) advise on the preparation and the disclosure of the financial statements for the fiscal year ending on December 31st, 2022, due to the decision of the Supreme Court on res judicata in tax matters taken on February 8th, 2023.

 

The Letter clarifies the impact and scope of said decision, in addition to indicating the measures to be taken by listed companies when preparing their financial statements.

 

In addition, superintendencies within CVM advised that it is necessary to have a robust disclosure of the impact of the decision on the financial statements and on the allocation of the result for the period, including through the disclosure of a material fact pursuant to CVM Resolution No. 44/2021, if applicable.

 

The Letter can be accessed in Portuguese through the link below:

https://conteudo.cvm.gov.br/legislacao/oficios-circulares/snc-sep/oc_snc_sep_0123.html

 

_ CVM Resolution introduces new rules for investment advisors

 

On February 14, 2023, CVM published Resolutions CVM 178 (“RCVM 178“) and CVM 179 (“RCVM 179“), which shall regulate investment advisors’ activities (formerly known as “autonomous investment agents”).

 

RCVM 178 revokes Resolution RCVM 16, of February 9, 2021 (“RCVM 16“), and among other changes, the following are worth highlighting:

 

  • End of exclusivity: investment advisors will be able to act as agents for one or more intermediaries;

 

  • Flexibility regarding corporate form: legal entities that advise on investments may choose the corporate form to be adopted, with no longer the previous need to assume the form of a simple company, pursuant to the applicable law;

 

  • Term of acknowledgement: clients presented by investment advisors shall execute a term of acknowledgement which shall contain a description of the essential traits of investment advisors’ activities and their duty to disclose the compensation structure and potential conflicts of interest to the investor;

 

  • Nomination of a competent officer: investment advisors who are legal entities shall appoint a natural person as its competent officer;

 

  • Intermediaries’ accountability: the intermediary’s supervision duties regarding investment advisor’s activities have been detailed.

 

RCVM 178 and part of RCVM 179 will come into force on June 1st, 2023; RCVM 179 will fully come into force on January 2nd, 2024.

 

RCVM 178 can be accessed in Portuguese through the link below:

https://conteudo.cvm.gov.br/export/sites/cvm/legislacao/resolucoes/anexos/100/resol178.pdf

 

RCVM 179 can be accessed in Portuguese through the link below:

https://conteudo.cvm.gov.br/export/sites/cvm/legislacao/resolucoes/anexos/100/resol179.pdf

 

_ Brazilian Investments Abroad – Deadline for submitting the Annual Statement of Brazilian Investments Abroad to the Brazilian Central Bank

 

Individuals or legal entities that are either residents, domiciled or headquartered in Brazil and that hold any values, goods, rights, and assets of any nature abroad (“Brazilian Investments Abroad”) are required to periodically send statements related to the mentioned Brazilian Investments Abroad to the Brazilian Central Bank, according to the following rules:

 

  • Annual Statement of Brazilian Investments Abroad: applicable to holders of Brazilian Investments Abroad in an amount equal or superior to US$1,000,000.00 (one million U.S. dollars) or its equivalent in other currencies, on the base date of December 31, 2022. In the year 2023, this annual statement must be filed between February 15, 2023 and April 5, 2023.

 

  • Quarterly Statement of Brazilian Investments Abroad: applicable to holders of Brazilian Investments Abroad in an amount equal or superior to US$ 100,000,000.00 (one hundred million U.S. dollars) or its equivalent in other currencies, on the base dates indicated below. In the year 2023, the said quarterly statements must be filed according to the schedule below:

 

Base Date:                   Submission Period:

March 31, 2023             From April 30 to June 5, 2023

June 30, 2023               From July 31 to September 5, 2023

September 30, 2023      From October 31 to December 5, 2023

 

_ Foreign Capitals in Brazil – Deadline for submitting periodical statements to the Brazilian Central Bank

 

The entities incorporated or organized in Brazil under the Brazilian legislation, and which are receivers of Foreign Direct Investment (investimento estrangeiro direto – IED) (“IED Receivers“), are obliged to periodically send statements related to such foreign investments to the Brazilian Central Bank, according to the following rules:

 

  • Annual Statement of IED Receivers: applicable to IED Receivers that, on the base date of December 31, 2022, held total assets in an amount equal or superior to R$100,000,000.00 (one hundred million reais). Exceptionally in the year of 2023, the annual statement must be submitted through the system of the Foreign Capitals Census (Censo de Capitais Estrangeiros), within the period of July 1, 2023, and 6:00 pm of August 15, 2023.

Exceptionally in the year of 2023, the annual statement must be submitted until March 31 st , 2023 only by the IED Receivers that on the base date of December 31, 2022, held total assets in an amount equal or superior to R$300,000,000.00 (three hundred million reais).

  • Quarterly Statement of IED Receivers: applicable to IED Receivers that, on the base-dates indicated below, held the total assets in an amount equal or superior to R$300,000,000.00 (three hundred million reais). In the year 2023, the mentioned quarterly statements must be filed according to the schedule below:

 

Base Date:                   Deadline:

March 31, 2023             From April 1 to June 30, 2023

June 30, 2023               From July 1 to September 30, 2023

September 30, 2023      From October 1 to December 31, 2023

 

As informed in the item above, exceptionally in this year of 2023, the IED Receivers which, on the base date of December 31, 2022, held total assets in an amount equal or superior to R$ 300.000.000.00 (three hundred million reais), must submit the quarterly statement by March 31, 2023 through the Brazilian Central Bank’s system SCE-IED (Sistema de Prestação de Informações de Capital Estrangeiro de Investimento Estrangeiro Direto) in the economic-financial statements functionality (such system shall also  be used for submitting the quarterly statements with base dates of March 31, 2023 and June 30, 2023, according to the schedule above).

 

Also on an exceptional basis, the deadline for submitting the quarterly statement with the base date of September 30, 2023 is between November 1, 2023 and December 31, 2023.

 

  • Five-Year Statement of IED Receivers: the base date of this statement is December 31 of the calendar year ending in 0 (zero) or 5 (five), and must be submitted by IED Receivers which, on the reference date, held total assets in an amount equal or superior to R$100,000.00 (one hundred thousand reais). In 2023 there will be no delivery of the five-year statement.

February 2022

_the february│2022 edition of our Newsletter has the following highlight:

– Ordinary Shareholders’ Meetings and quotaholders’ annual meetings

– Brazilian Investment Offshore – Deadline for presenting the Annual Declaration of Brazilian Capital Abroad – DCBE 2022 before the Brazilian Central Bank

– Foreign Investment in Brazil – Deadline for presenting the financial and economic statement before the Brazilian Central Bank before the Brazilian Central Bank

– Brazilian Department of Business Registration issues a new instruction which updates rules and simplifies procedures for filings with board of trade

– CVM proposes changes to the regulation on the composition of the board of directors and plural voting within the scope of listed companies

_Ordinary Shareholders’ Meetings and quotaholders’ annual meetings

 

In the upcoming months, corporations and limited liability companies shall disclose their financial statements and call their Ordinary Shareholders’ Meetings or quotaholders’ annual meetings, as appropriate, regarding the financial year ended on December 31st, 2021.

Matters to be Discussed and Preparatory Proceedings to Ordinary Shareholders’ Meetings and Quotaholders’ Annual Meetings

All corporations, publicly-held and closely-held ones, need to hold, within the first 4 months following the end of the fiscal year, an Ordinary Shareholders’ Meeting: (i) to examine the management accounts, analyze, discuss and vote the financial statements; (ii) to deliberate on the destination of the net profit of the relevant financial year and on the distribution of dividends; and (iii) to appoint managers and the members of the Audit Council (Conselho Fiscal), as applicable.

Additionally, corporations must prepare the documents listed in art. 133 of Law No. 6,404/1976 (“Brazilian Corporations Law“) and publish a notice informing its shareholders that such documents are available at the company’s headquarters. Such disclosure is waived if the companies publish their financial statements up to 1 month before the date set for the Ordinary Shareholders’ Meeting or when such meeting gathers all the shareholders.

Nevertheless, corporations must publish their financial statements before the Ordinary Shareholders’ Meeting is held, and those with annual gross revenue of up to R$78 million may do so electronically through the SPED System (Central de Balanços do Sistema Público de Escrituração Digital – SPED), pursuant to article 294, item III, of the Brazilian Corporations Law and, according to Ordinance ME No. 12.071/2021.

Regarding limited-liability companies, within the first 4 months following the end of the fiscal year, they need to hold a meeting in order: (i) to examine the management accounts, analyze, discuss and vote the financial statements; (ii) to appoint management, as necessary. The meeting is not necessary in case all of the shareholders decide, in writing, on the aforementioned matters.

Financial Statements of Large Companies

It is important to highlight that limited-liability companies, or group of companies under common control, which, in the 2021 fiscal year, recorded assets in an amount higher than R$240 million or annual gross revenue in an amount higher than R$300 million shall: (a) prepare their financial statements in agreement with the applicable rules set forth in the Brazilian Corporations Law; (b) submit the financial statements to the appreciation of an independent auditor registered at Brazilian Securities and Exchange Commission (“CVM“), and (c) publish the financial statements prior to the date of the general annual meeting.

Digital Meetings

Finally, due to the enactment of Law No. 14,030, of July 28th, 2020 (conversion of Provisional Measure No. 931/2020), the meetings may be held partially or exclusively on a digital platform, and shall comply with the applicable rules established by the Normative Instruction No. 622 of CVM, for listed companies, and/or those of the National Department of Business Registration and Integration (“DREI”), in case of closely-held corporations and limited liability companies.

 

_Brazilian Investment Offshore – Deadline for presenting the Annual Declaration of Brazilian Capital Abroad – DCBE before the Brazilian Central Bank

 

Between February 15th, 2022 and April 5th, 2022, all individuals and legal entities resident, domiciled or headquartered in Brazil, which, on December 31st, 2021, held assets abroad in an amount equivalent to or higher than US$1 million shall submit the annual declaration of Brazilian capital abroad to the Brazilian Central Bank (“Annual Declaration 2022”)

 

Besides the Annual Declaration, it is mandatory to quarterly submit the Declaration of Brazilian Capital Abroad if the amount of goods and rights held abroad is equivalent to or higher than US$100 million, based on the following schedule:

 

Base DateDeadline
03.31.202204.30 – 06.05.2022
06.30.202207.31 – 09.05.2022
09.30.202210.31 – 12.05.2022

 

_Foreign Investment in Brazil – Deadline for presenting the financial and economic statement before the Brazilian Central Bank before the Brazilian Central Bank

 

It is mandatory that all Brazilian companies that have received foreign investment, regardless of the amount, inform, until March 31st, 2022, the value of their net equity and paid-up stock capital as of December 31st, 2021 (“Financial and Economic Statement”).

 

Please note that Brazilian companies with assets or net equity equal to or higher than R$250 million shall submit 4 Financial and Economic Statements per year, according to the schedule below:

 

Base DateDeadline
03.31.2022until 06.30.2022
06.30.2022until 09.30.2022
09.30.2022Until 12.31.2022

 

Late submission of the Financial and Economic Statement or its submission with false, inaccurate, incomplete or incorrect information may result in fines of up to R$250 thousand.

 

_Brazilian Department of Business Registration issues a new instruction which updates rules and simplifies procedures for filings with board of trade

 

On February 21, 2022, Normative Instruction No. 112 (“IN DREI 112”) was published, issued by the Brazilian National Department of Business Registration and Integration (DREI) which, among other measures, updates rules and simplifies the procedures of the Normative Instruction DREI No. 81/2020 (“IDREI 81”) which provides the general rules and guidelines for public registration of companies in Brazil.

In this sense, IN DREI 112 aims to regulate the provisions promoted by (i) the Legal Framework for Startups (Complementary Law No. 182, of June 1, 2021); (ii) the Football Corporation Law (Sociedade Anônima do Futebol) (Law No. 14.193, of August 6, 2021); (iii) Law No. 13,818, of April 24, 2019 (amending the Brazilian Corporation Law on mandatory publication rules); and (iv) Law No. 14,195, of August 26, 2021 (also known as the Business Environment Improvement Law, which promoted significant changes in the Brazilian market and in corporate law).

We highlight the following news set forth by IN DREI 112:

  • Non-residents in the Management. Allows the election of non-residents in Brazil for a management position (member of the board of directors or executive officers) in a Brazilian corporation. The investiture of the manager residing or domiciled abroad must be subject to the constitution of a representative residing in Brazil.
  • Sole Officer. Possibility of the board of executive officers of a Brazilian corporation to be composed of a single officer, instead of two as in the previous rule of the Brazilian Corporation Law.
  • Electronic Publications. Private corporations with annual gross revenue of up to R$78 million will be able to make their publications through the Central Balance Sheet (CB) of the Public Digital Bookkeeping System (SPED) and the company’s website.
  • EIRELI extinction. Formalization of the extinction of the corporate type of Individual Limited Liability Companies (EIRELI) with the exclusion of their reference in IDREI 81.
  • Corporate name. Allows the use of the National Registry of Legal Entities (CNPJ) number as a corporate name for the individual entrepreneur or companies.
  • Corporate Purpose. The corporate purpose of the companies can be described by means of codes that are part of the structure of the National Classification of Economic Activities – CNAE, as long as they are specific to the company’s activities.
  • Liquidation and Dissolution. Facilitates the liquidation and dissolution processes in the event of the death of a partner. The approval of the dissolution and liquidation can be made by the remaining partners and does not depend on the presentation of a judicial order or deed of distribution (official copy of the main documents of the probate), nor on the prior knowledge or consent of the heirs or the surviving spouse or even the presence of the inventor in the shareholders’ meeting.
  • Startup. Sets forth the requirements for registration of companies classified as Startups.
  • LGPD. It determines that the issuance of a certificate of full content is carried out in accordance with the General Data Protection Law (LGPD), that is, it must not integrate the personal documents of the individual entrepreneur, manager, partners, shareholders or associates, as well as others that exceed the essence of the filed act.
  • SAF. Sets forth the rules for incorporation of the Football Corporation Law – Sociedade Anônima do Futebol (SAF).

IN DREI 112 can be accessed in Portuguese at the link below:

https://www.in.gov.br/en/web/dou/-/instrucao-normativa-drei/me-n-112-de-20-de-janeiro-de-2022-375498228

_CVM proposes changes to the regulation on the composition of the board of directors and plural voting within the scope of listed companies

 

On December 21, 2021, CVM submitted a draft resolution (“Draft”) to public hearing No. 09/21, with proposals for specific amendments to CVM Instructions No. 367/2002 and 480/2009 (“ICVM 358” and “ICVM 480”, respectively).

The Draft, which was open for comments and suggestions until February 18, 2022, aims to regulate and assign practical applicability to new legal provisions introduced by Law 14,195/2021, which is the results of the conversion of Provisional Measure No. 1,040/2021, and its main themes are: (i) separation of the roles of CEO and chairman of the board of directors; (ii) presence of independent members on the board of directors; and (iii) definition of relevance criteria for the inapplicability of plural voting regarding the approval of related party transactions.

We highlight below, in summary, the main changes proposed by the Draft, which may still undergo changes depending on the outcome of the public hearing:

Prohibition of accumulating the positions of chief executive officer and chairman of the board of directors

According to article 138, §3, of the Brazilian Corporations Law, listed companies are not allowed to have the same person cumulating the position of chairman of the board of directors and chief executive officer or main executive of the company. However, §4 of the same provision provides that CVM may exempt the rule in §3 for smaller companies, pursuant to art. 294-B of the Corporate Law

In this sense, the Minute introduces the exception of the aforementioned prohibition for companies with consolidated annual gross revenue of less than R$500 million, as reported in the financial statements approved by the general meeting, in relation to terms of office starting after January 1st, 2023.

Presence of independent members on the board of directors

Pursuant to article 140, § 2, of the Brazilian Corporations Law, it is mandatory, in listed companies, the participation of independent directors, under the terms and deadlines defined by CVM. The mandatory presence of independent members was already applicable to certain listed companies due to the rules of the listing segments of B3 S.A. – Brasil, Bolsa, Balcão. In order to harmonize definitions and regulations, as well as seeking greater efficiency in the necessary adaptations, the Draft uses the Novo Mercado Regulation as a basis for the concept of independence and the number of independent members.

In this sense, the Draft provides for the need for at least 2 independent or 20% of the total number of directors, whichever is greater. The Draft provides that the rule for the presence of independent directors will only apply as of January 1st, 2023.

Additionally, the Draft proposes changes to ICVM 367 regarding the characterization of independence, describing the definitions and general rules that must be considered in the evaluation of the directors, pointing out cases in which the directors are or are not considered independent, and attributing the shareholders’ meeting the competence to determine the independence of a candidate. Furthermore, Schedule 24 to ICVM 480 (Formulário de Referência) will be adjusted to prevent a director from being indicated as independent without meeting the new criteria.

Pursuant to article 110-A, § 12, II, of the Brazilian Corporations Law, a plural vote will not be adopted at shareholders’ meeting that resolve on the execution of related party transactions that meet relevant criteria to be defined by CVM.

ICVM 480 already provided for a criterion to define the relevance of related party transactions with the purpose of disclosing information to investors. According to ICVM 480, relevant related party transactions are considered as: (i) those whose total value exceeds the lower of the following values, R$50 million or 1% of the issuer’s total assets; and (ii) those considered relevant by its management whose total value is lower than the parameters mentioned in item (i), considering the characteristics of the transaction, the nature of the relationship between the parties, and the nature and extent of the interest of the related party in the transaction.

In order to avoid different definitions of relevance, CVM proposes in the Draft that the criteria that were already used in ICVM 480 regarding disclosure should also be applied for the purposes of article 110-A, § 12, II, of the Brazilian Corporations Law. Therefore, the Draft provides that the plural vote does not apply to votes at shareholders’ meetings that resolve on related party transactions that shall be disclosed pursuant to Schedule 30- XXXIII of ICVM 480.

The full text of the public hearing notice SDM nº 09/2021 can be accessed in Portuguese through the following link:

http://conteudo.cvm.gov.br/audiencias_publicas/ap_sdm/2021/sdm0921.html.

February 2021

_the february│2021 edition of our Newsletter has the following highlights:

Ordinary Shareholders’ Meetings and quotaholders’ annual meetings

Brazilian Investment Offshore – Deadline for presenting the Annual Declaration of Brazilian Capital Abroad – DCBE 2021 before the Brazilian Central Bank

Foreign Investment in Brazil – Deadline for presenting the financial and economic statement before the Brazilian Central Bank before the Brazilian Central Bank

Publication of Normative Instruction DREI/SGD/ME No. 82 regarding digital books

_ Ordinary Shareholders’ Meetings and quotaholders’ annual meetings

 

In the upcoming months, corporations and limited liability companies shall disclose their financial statements and call their Ordinary Shareholders’ Meetings or quotaholders’ annual meetings, as appropriate, regarding the financial year ended on December 31st, 2020.

 

Matters to be Discussed and Preparatory Proceedings to Ordinary Shareholders’ Meetings and Quotaholders’ Annual Meetings

 

All corporations, publicly-held and closely-held ones, need to hold, within the first 4 months following the end of the fiscal year, an Ordinary Shareholders’ Meeting: (i) to examine the management accounts, analyze, discuss and vote the financial statements; (ii) to deliberate on the destination of the net profit of the relevant financial year and on the distribution of dividends; and (iii) to appoint management and the members of the Audit Council (Conselho Fiscal), as applicable.

 

Additionally, corporations must prepare the documents listed in art. 133 of Law No. 6,404/1976 (“Brazilian Corporations Law“) and publish a notice informing its shareholders that such documents are available at the company’s headquarters. Such disclosure is waived if the companies publish their financial statements in the newspapers used by them up to 1 month before the date set for the Ordinary Shareholders’ Meeting or when such meeting gathers all the shareholders.

 

Nevertheless, corporations must publish their financial statements before the Ordinary Shareholders’ Meeting is held, and those with less than 20 shareholders and net worth less than R$ 10 million are allowed not to publish them, as long as they are included in the minutes of the Ordinary Shareholders’ Meeting for registration with the competent commercial board.

 

Regarding limited-liability companies, within the first 4 months following the end of the fiscal year, they need to hold a meeting in order: (i) to examine the management accounts, analyze, discuss and vote the financial statements; (ii) to appoint management, as necessary. The meeting is not necessary in case all of the shareholders decide, in writing, on the aforementioned matters.

 

IT IS IMPORTANT TO HIGHLIGHT THAT LIMITED-LIABILITY COMPANIES, OR GROUP OF COMPANIES UNDER COMMON CONTROL, WHICH, IN THE 2020 FISCAL YEAR, RECORDED ASSETS IN AN AMOUNT HIGHER THAN R$240 MILLION OR ANNUAL GROSS REVENUE IN AN AMOUNT HIGHER THAN R$300 MILLION SHALL: (A) PREPARE THEIR FINANCIAL STATEMENTS IN AGREEMENT WITH THE APPLICABLE RUKLES SET FORTH IN THE BRASILIAN CORPORATIONS LAW; (B) SUBMIT THE FINANCIAL STATEMENTS TO THE APPRECIATION OF AN INDEPENDENT AUDITOR REGISTERED AT CVM, AND (C) PUBLISH THE FINANCIAL STATEMENTS PRIOR TO THE DATE OF THE GENERAL ANNUAL MEETING.

 

Digital Meetings

 

Finally, due to the enactment of Law No. 14,030, of July 28th, 2020 (conversion of Provisional Measure No. 931/2020), the meetings may be held partially or exclusively on a digital platform, and shall comply with the applicable rules established by the Normative Instruction No. 622 of the Brazilian Securities and Exchange Commission, in case of publicly-held companies, and/or those of the National Department of Business Registration and Integration (“DREI”), in case of closely-held corporations and limited liability companies.

 

_Brazilian Investment Offshore – Deadline for presenting the Annual Declaration of Brazilian Capital Abroad – DCBE 2021 before the Brazilian Central Bank

 

Between February 15th, 2021 and April 5th, 2021, all individuals and legal entities resident, domiciled or headquartered in Brazil, which, on December 31st, 2020, held assets abroad in an amount equivalent to or higher than US$100 thousand must submit the annual declaration of Brazilian capital abroad to the Brazilian Central Bank (“Annual Declaration 2021”)

 

Besides the Annual Declaration, it is mandatory to quarterly submit the Declaration of Brazilian Capital Abroad if the amount of goods and rights held abroad is equivalent to or higher than US$100 million, based on the following schedule:

 

Base Date

Deadline

03.31.2021

04.30 – 06.05.2021

06.30.2021

07.31 – 09.05.2021

09.30.2021

10.31 – 12.05.2021

 

Late submission of the Annual Declaration 2021 or its submission with false, inaccurate, incomplete or incorrect information may result in fines of up to R$250 thousand.

 

_Foreign Investment in Brazil – Deadline for presenting the financial and economic statement before the Brazilian Central Bank before the Brazilian Central Bank

 

It is mandatory that all Brazilian companies that has received foreign investment, regardless of the amount, inform, until March 31st, 2021, the value of their net equity and paid-up stock capital as of December 31st, 2020 (“Financial and Economic Statement”).

 

Please note that Brazilian companies with assets or net equity equal to or higher than R$250 million must submit 4 Financial and Economic Statements per year, according to the schedule below:

 

Base Date

Deadline

03.31.2021

until 06.30.2021

06.30.2021

until 09.30.2021

09.30.2021

Until 12.31.2021

 

Late submission of the Financial and Economic Statement or its submission with false, inaccurate, incomplete or incorrect information may result in fines of up to R$250 thousand.

 

_Publication of Normative Instruction DREI/SGD/ME No. 82 regarding digital books

 

On February 22nd, 2021 was published the Normative Instruction DREI/SGD/ME No. 82 (“IN DREI 82”), which establishes the procedures to be adopted for authentication of accounting books or not, of individual entrepreneurs, individual companies of limited liability, companies and books of auxiliary agents of commerce.

 

Pursuant to article 2nd of IN DREI 82, the opening and closing terms of any bookkeeping instrument, which the interested party deems convenient to adopt, including non-mandatory books, will be submitted to the Board of Trade’s authentication. For this purpose, the opening and closing terms shall be signed with any digital certificate issued by an entity accredited by the Brazilian Public Key Infrastructure (Infraestrutura de Chaves Públicas Brasileira – ICP Brasil) or any other means of proving the authorship and integrity of documents in electronic form and shall contain, at least, the following information:

 

  • Opening Term:
  • purpose of the book (name of the book);
  • order number;
  • corporate name;
  • Corporate Taxpayers Registry – CNPJ;
  • municipality of the headquarters or branch;
  • number and date regarding the file of the articles of incorporation before the Board of Trade; and
  • date and signatures.

 

  • Closing Term:
  • purpose of the book (name of the book);
  • order number;
  • corporate name;
  • period to which the bookkeeping refers; and
  • date and signatures.

 

It is worth mentioning that the electronic systems used shall guarantee, at least, the security, reliability and inviolability of the data. In this sense, the authentication of the Digital Accounting Bookkeeping (Escrituração Contábil Digital – ECD), through the Public Digital Bookkeeping System (Sistema Público de Escrituração Digital – SPED), releases any other authentication.

 

Finally, the books shall be exclusively digital, being able to be produced or launched on electronic platforms and stored or not on the servers of the Boards of Trade, which will adapt their systems to receive the books or their data, including corporate books and agents’ books auxiliary, so that, after the entry into force of IN DREI 82, on June 22nd, 2021, new paper books, filled in or blank, should not be submitted for authentication.

 

Access the full IN DREI 82, in Portuguese, through the link below:

 

https://www.in.gov.br/en/web/dou/-/instrucao-normativa-drei/sgd/me-n-82-de-19-de-fevereiro-de-2021-304448972