The Federal Government enacted the Business Environment Law (Law n.º 14.195/2021), intended to streamline the institutional framework for companies operating in Brazil, hence promoting the attraction of investments and recovery of the economy.

The Federal Government sanctioned the Business Environment Law (Law n.º 14.195/2021), seeking to streamline the institutional framework that enables companies to operate competitively in Brazil, therefore promoting the attraction of investments and the post-pandemic recovery of the economy. The law resulted from the Business Environment Provisional Measure (PM n.º 1.040/2021), reported in the 1st edition of the 2021 Regulatory Outlook.

The law modified a broad range of provisions related to the business environment, designed to facilitate the opening of businesses, facilitate foreign trade, increase minority stakeholder protection, improve debt recovery, facilitate access to electricity, and improve other legal requirements, such as sworn translations. Such changes include:

Starting a business (Chapter “II”):

  • Unifying company identification across the three levels of government (national, state, and municipal) under the federal CNPJ number;
  • Determining that states and municipalities provide electronic systems that optimize their company registration procedures, including the disclosure of updated information on location viability, name availability, and licensing requirements, and the provision of guides and simplified forms; and
  • Providing automated licensing procedures for medium-risk activities, according to the Law of Economic Freedom (Law n.º 13.874/2019) – see more in the 16th edition of the Regulatory Report.

Minority shareholder protection (Chapter “III”) – applicable to companies defined by Law n.º 6.404/1976:

  • Extending the legal capabilities of company general assemblies;
  • Providing the requirements for plural voting schemes in private and public companies; and
  • Prohibiting the overlapping of specific board positions within public companies.

Foreign trade (Chapter “IV”):

  • Providing the legal framework for a foreign trade single window, as defined in the WTO’s Trade Facilitation Agreement (currently under implementation by the Ministry of Economy’s Single Foreign Trade Portal Program – latest update in the 26th edition of the Regulatory Report); and
  • Aligning the foreign trade regulation to the Law of Economic Freedom (Law n.º 13.874/2019), which includes limiting the imposition of import licenses to regulation-bound situations (not bound by product characteristics), streamlining trade in services regulation, and adopting a post-trade investigation procedure for non-preferential rules of origin control;

Changes concerning other topics are provided in the following chapters:

  • Chapter “V” – Integrated Asset Recovery System (SIRA, in the Portuguese acronym);
  • Chapter “VI” – Council of Professionals’ charges;
  • Chapter “VII” – sworn translation activities;
  • Chapter “VIII” – obtaining electricity;
  • Chapter “IX” – corporate de-bureaucratization, procedural acts, and interim statute of limitations;
  • Chapter “X” – procedural rationalization; and
  • Chapter “XI” – “commercial note” assets.

The law established a 360-day transition period for the prohibition of overlapping specific board positions within public companies, and a 180-day transition period for the collection of foreign trade duties through the foreign trade single window (article 58).