The Ministry of Economy updated the national rules for company registration, streamlining corporate requirements, and implementing designations for startups. They seek to enhance the Brazilian business environment.
The Brazilian Department of Registration of Business and Integration (DREI) at the Ministry of Economy, through Normative Instruction n.º 112/2022, incorporated changes to the public registry of companies stemming from four recently enacted laws, including the Business Environment Law (Law n.º 14.195/2021, see more in the 27th edition of the Regulatory Report) and the legal framework for Startups (Complementary Law n.º 182/2021, see more in the 25th edition of the Regulatory Report).
According to the Ministry of Economy, the new changes seek to enhance the Brazilian business environment, through the simplification of specific corporate requirements, the streamlining of registry procedures, and the improvement of legal security in such procedures, in line with the legal provisions.
The new normative instruction (NI) is structured in two parts: chapter “I” (articles 1 and 2) established a new National Registration Form (FCN, in the Portuguese acronym) to be applied by Commerce Registries, and chapter “II” (articles 3 to 8) revised DREI NI n.º 81/2020 (General rules for the Public Registry of Companies), whose updated version is available on DREI’s website.
Among the incorporated legal changes, the new NI extinguished the “limited-liability sole proprietorship – EIRELI” company type; included rules for the designation of individual companies, limited liability companies, and corporations as startups (see articles 4 to 6); revised the publicization requirements for corporations (see article 6); and revised the conditions for members of the Board of Directors of corporations to reside abroad, through the appointing of a representative resident in Brazil (article 13 of DREI NI n.º 81/2020).
