DREI regulates remote attendance and voting in meetings of closed corporations, limited-liability companies and cooperatives
In regard to the COVID-19 (“Coronavirus”) pandemic, several measures have been taken to minimize economic impacts and enable social distance. Among them is Provisional Measure No. 931/2020 (“MP 931”), which covers corporate measures, such as the possibility of remote attendance and voting in a shareholders’ meeting.
In compliance with the provisions of MP 931, on April 14th, 2020, the National Department of Corporate Registration and Integration (“DREI”) published the Normative Instruction No. 79 which establishes, for example, forms of holding a remote shareholders’ meeting, requirements for the electronic system to be used and content of the remote voting form (“IN DREI 79”).
Among the main measures, IN DREI 79 provides:
(a) the possibility of closed-corporations, limited liability companies and cooperatives holding meetings in a semi-presential or digital form;
(b) the possibility of remote attendance and voting through (i) remote voting form and/or (ii) performance by electronic system;
(c) the filing of all documents related to the meeting, as well as its full recording, for the statute of limitations with regard to its annulment;
(d) the requirements for the use of an electronic system;
(e) the remote voting form requirements;
(f) the possibility of digitally drawing up the minutes of the meeting; and
(g) the possibility of holding face-to-face meetings, already called and not yet held, due to the restrictions resulting from the Coronavirus pandemic, in a semi-presential or digital form, provided that all participants attend or expressly state their agreement.
DREI clarifies, however, that the provisions of IN DREI 79 are not applicable to meetings defined as exclusively face-to-face.
The discipline of these matters by DREI aims at minimizing the effects of the Coronavirus pandemic on the level of economic activity, reducing the obstacles to the exercise of corporate activity.
The Corporate Law Department of Kestener, Granja & Vieira Advogados is available to provide any further information required on this subject.
Fabio Alonso Vieira
Phone.: +55 11 3149-6111
fabio.vieira@kgvlaw.com.br
This article is intended exclusively to provide information and does not contain any opinion, recommendation or legal advice from KGV Advogados in relation to the matters herein addressed. Copyrights are reserved to Kestener, Granja & Vieira Advogados.
