DREI Normative Instruction No. 1/2024: changes to the public register of companies

Recently, the National Department of Business Registration and Integration – DREI issued Normative Instruction No. 1/2024, which made important changes to DREI Normative Instructions^No. 81 (June 10, 2020) and No. 77 (March 18, 2020), which deal with the rules applicable to the public registration of companies in Brazil.

Among the main changes to the new standard are the following:

Note that graphic elements, such as images, flowcharts, animations and other visual law techniques, as well as letterheads and watermarks, used in documents submitted for registration should not interfere with the clarity, reprography and reliability of the documents;
The possibility of the Trade Boards using artificial intelligence mechanisms to optimize the analysis of compliance with legal formalities in documents submitted for registration;
The need to submit an electronic declaration of authenticity in the event of manually signed and scanned acts, with the partners, administrators, lawyers, accountants and/or accounting technicians, as the case may be, signing the acts electronically or submitting a declaration of authenticity for the documents.

Although it was already permitted to adopt visual law techniques to make it easier to understand the instruments submitted to the public register of companies, the rule has been improved to impose clearer limits on the free creativity of operators to prevent the new formats from interfering with the clarity, reprography and reliability of the acts registered.

The new ordinance went further: it introduced the possibility for Boards of Trade to use artificial intelligence tools and, therefore, the most modern and technological techniques, which will certainly speed up the analysis of documents submitted for registration.

Another important point is that Normative Instruction 1/2024 has made it clearer how minutes of meetings and other documents must be signed for filing and registration purposes.

With the new rule, it is not only clear that advanced electronic signatures (through signature platforms that are valid and accepted by signatories, under the terms of article 4, item II of Law no. 14. 063/2020) and qualified electronic signatures (certified in accordance with the rules of the Brazilian Public Key Infrastructure – ICP-Brasil) are considered valid for registration purposes, but also that physically signed documents must be certified with a declaration of authenticity issued by a lawyer or accountant or accounting technician, and that simple scanning of physically signed documents is no longer allowed.

It is worth noting that Brazil ranks 127th in the Index of Economic Freedom published by the Heritage Foundation, and is classified as a “mostly non-free” country, below countries such as Russia (125th), Mali (122nd) and Turkey (104th), which is worrying.

However, changes to the legal system, such as those promoted by DREI Normative Instruction No. 1/2024, could help Brazil to progress in this ranking, although it will be a long road before our market is truly competitive on a global level. Thus, these changes are undoubtedly an important step towards modernizing and mitigating bureaucracy in the field of public company registration.

If you have any questions on the subject, our corporate team is at your disposal.