Normative Instruction No. 1/2024 of the National Department of Business Registration and Integration – DREI changed several important rules on the registration of company acts.
Check out the changes!
Transformation of a sole proprietorship into a corporation
The transformation of a sole proprietorship limited company, whose share capital is held by a single partner, into a corporation, as long as no new partner joins, must be carried out by means of a public deed, in accordance with Article 251 of Law 6.404/76 (“Corporate Law”).
In addition, this transformation has been equated with the creation of a new corporation, so all the requirements of a company constitution of this type must be met in full.
Incorporation of a public limited company
IN DREI No. 01 gave the Boards of Trade the authority to issue an administrative block on the registration of companies that do not submit the publication of their articles of incorporation in an official publication within 30 days of their registration, as required by the Corporate Law.
Characterization of SPEs
Specific notes have been added relating to the classification of corporations as special purpose companies (SPEs), explicitly stating that there are no legal restrictions on the purpose of SPEs and that they can be created for a fixed or indefinite term, depending on their purpose. Furthermore, the classification of specific purpose can be changed in the future.
Conclusion
DREI Normative Instruction No. 1/2024 brought about significant changes in the registration of corporate acts, standardizing procedures and reinforcing legal requirements.
Now, the transformation of sole proprietorships into corporations must follow the requirements for the incorporation of these entities, equating to the creation of a new corporation.
The granting of authority to the Boards of Trade to administratively block the registration of companies that fail to publish their articles of incorporation within the established timeframe strengthens compliance with the Corporations Law.
In addition, clarity on the characterization of SPEs ensures flexibility in their constitution and the possibility of changing their specific purpose in the future, providing greater legal and operational security for entrepreneurs.
–> Also read the article on the changes to the public register of companies by clicking here. And the changes to limited companies, by clicking here.
If you have any questions on the subject, our team is at your disposal.
