DREI PUBLISHES NORMATIVE INSTRUCTION ALLOWING THE DIGITAL SIGNATURE IN CORPORATE DOCUMENTS

On February 2020, the National Department of Corporate Registry and Integration (“DREI”) published Normative Instruction No. 75, which amends the Normative Instructions No.s 3, 11, 34, 48 and 52 (“IN DREI No. 75”).

IN DREI No. 75 brings important amendments, such as:

(a) the possibility of filing for registration with the Commercial Registries, of corporate acts in electronic form, through the use of digital certificate or another form of proof that ensures the authorship and integrity of the documents in electronic form, in accordance with Provisional Executive Act No. 2.200-2,  of August 24, 2001 (“MP 2.200-2/2001”), by the Commercial Registry, with prior authorization from DREI.

(b) the possibility and definition of parameters (i) for the digital signature of financial statements in the Official Gazette, in Opening and Closing Statements of corporate book, in Authentication Term, and (ii) for the authentication of accounting documents at the digital bookkeeping.

(c) the possibility of receiving, eletronically, acts of corporations or cooperatives with shareholders that are either foreigners resident and domiciled in Brazil or abroad, Brazilians resident and domiciled abroad and legal entities headquartered abroad, through the use of the digital certificate or another form of proof that ensures the authorship and integrity of the documents in electronic form, in accordance with § 2º of art. 10 of MP 2.200-2/2001.

(d) the inclusion of the parameters required for the use of the digital signature on the list of requirements.

(e) the possibility and definition of parameters for the digital signature of corporate acts or other documents subject to approval form the Commercial Registry, as well as powers of attorney, letters of intent, appraisal reports, balance sheets, statements, or other corporate acts produced by electronic means, which can be done through the use of digital certification or other means that ensures the authorship and integrity of documents in electronic form, in accordance with § 2º of art. 10 of MP 2.200-2/2001.

These amendments, according to DREI, aim at exonerating the entrepreneur and facilitate the access to the digital registry, whether through the use of digital certification or other means that ensures the authorship and integrity of documents in electronic form.

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.