Thais Cordero
Lawyer at Marcos Martins Advogados
The approval of Provisional Measure 1.040/21 by the Chamber of Deputies brings significant changes in the corporate sphere. With the proposal to reduce bureaucracy in the business environment, the bill could, in fact, become a facilitator in the processes of incorporation, registration and obtaining licenses, if it is also approved by the Senate. However, some consequential impacts must be taken into account by companies that fall under the changes envisaged by this Provisional Measure.
The time it takes to open a business reflects the level of bureaucracy for entrepreneurs. In Brazil, this average reached 4.5 days during the pandemic, a significant increase given the numerous difficulties faced in the business environment. However, in the second quarter of 2020, the Mapa de Empresas bulletin, released by the Ministry of Economy, identified a reduction to around two days – the best result recorded since 2019.
To further reduce this time, the MP’s proposal is to guarantee a unification of processes at the federal, state and municipal levels, minimizing the work of entrepreneurs and companies in setting up their companies. After all, they will now be registered with the Board of Trade, obtaining their licenses through a single vehicle and avoiding the need for isolated processes at the state level. This procedure is still very common in states that are not synchronized with the Federal Revenue system and at municipal level, making it more time-consuming and bureaucratic.
Together, the prohibition on setting up simple companies whose purpose is intellectual, scientific, literary or artistic activities, which under the terms of the Civil Code are of a non-business nature, is also highly promising. If approved, they will be considered companies with a business character, with their corporate acts filed with the Board of Trade and no longer with the Legal Entities Registry Office.
In addition, we can highlight the automatic granting, via the system, of operating permits, along with licenses for companies classified as medium risk activities. The proposal is undoubtedly a facilitator for entrepreneurs and companies to start up nationwide – corroborating, in this respect, the reduction of bureaucracy in business, with the sole exception of environmental licenses.
In the case of obtaining the National Register of Legal Entities (CNPJ), the need to provide data or information that is already in the Federal Government’s database may be waived. States, the Federal District and municipalities will therefore be prohibited from collecting any information in addition to that already provided to the Federal Government, an excellent benefit for entrepreneurs.
Even though we are still waiting for the approval of the new Provisional Measure to reduce bureaucracy in the business environment, it is important to emphasize the necessary preparation on the part of organizations. It is recommended that simple companies file their corporate acts and obtain their respective NIRE (Company Registration Identification Number) with the Board of Trade of the state where they are based, in order to facilitate their subsequent registrations and adapt to the new legislation.
However, it is also essential to keep the registration data up to date with the Federal Government’s system (REDESIM), ensuring that the information is transmitted at State and Municipal level in a regular and up-to-date manner. Generally speaking, the changes are beneficial from an operational point of view, with great potential for actually facilitating the opening of companies in the country. An important measure for the recovery of the economy in the aftermath of the pandemic.
