Ana Carolina Rovida de Oliveira
Lawyer at Marcos Martins Advogados
Normative Instruction No. 50 of the Department of Business Registration and Integration (“DREI”) was published on October 15, 2018, and will come into force on November 14, 2018, amending the registration manuals approved by DREI Normative Instruction No. 38 of March 2, 2017.
The changes were reflected in the registration manuals for (i) Individual Entrepreneurs; (ii) Limited Liability Companies; (iii) Individual Limited Liability Companies (“EIRELI”); (iv) Cooperatives and (v) Corporations, and formalized that it was optional to indicate the activities carried out by the branch and the amount of share capital for it.
The justification for this was based on the facts that (i) the Entrepreneur/Business Company can carry out its activities in one or more establishments; (ii) that the group of establishments, regardless of their name (head office, subsidiary, branch, etc.) and the activities they actually carry out, constitute a single legal entity; (iii) and that the corporate purpose, according to the Civil Code, is that of the Entrepreneur/Business Company as a whole, and not of a particular establishment.
Although these indications have been made optional, if they are made, the following must be observed:
– If any amount of share capital is indicated as outstanding for the branch, the sum of the capital outstanding for the branches must be less than the total amount of the Company’s capital; and
– When the object is indicated for the head office or the branch, the terms of the company’s object must be reproduced, in full or in part.
In addition, a new formality was created for the incorporation of (i) Limited Liability Companies and (ii) EIRELI, in which there is corporate participation by a Public Company, Mixed Economy Company, Autarchy or Public Foundation, which consists of submitting the publication of the Official Gazette of the Union, State, Federal District or Municipality that contains the act of legislative authorization allowing its incorporation.
Previously, this formality was only included in the registration manual for public limited companies.
Marcos Martins Advogados is available to assist you with the application of DREI Normative Instruction No. 50, as well as with other matters related to the business and corporate environment.
