New understandings for corporate acts of foreign investors in Brazilian companies


New understandings for corporate acts of foreign investors in Brazilian companies


The Commercial Department of Registry and Integration – “Departamento de Registro Empresarial e Integração”, in Portuguese – (“DREI”) has consolidated its current understandings and requirements for the filing of corporate acts of companies which have (i) foreign partners residents and domiciled in Brazil; or (ii) individuals, Brazilian or foreign, resident and domiciled abroad; and (iii) companies headquartered abroad, by means of its Normative Instructions # 34/2017 and 40/2017. The main purpose of the Instructions is to guide and standardize the procedures already adopted in the country, in order to clarify the requirements for registration of corporate acts of these companies and to avoid divergences between the understandings of Commercial Registries from different states of Brazil.

Through its Normative Instructions # 34/2017 and 40/2017, DREI has also established innovations, among which it was defined that the power of attorneys granted by individuals and legal entities residing abroad which are partners of a Brazilian company, to a legal representative in Brazil to receive judicial summons, when does not expressly determine their term of validity, shall be considered valid for an undetermined period.

These Normative Instructions also included the dismiss of authentication of documents arising from other countries by a Brazilian Authority, provided that: (i) the documents have been duly apostilled, under the clauses of the Hague Convention Abolishing the Requirements of Legalization for Foreign Public Documents (Apostille), executed in Hague and enacted by the Brazilian Federal Decree n. 8.660/16, pursuant to CNJ’s Resolution # 228/2016; and (ii) the documents have been issued in countries which are signatory parties of the Hague Convention aforementioned.

The Instructions also established that in the case of indication of a foreigner not resident in Brazil for management positions of a company it will be necessary the filing of an instrument of investiture for its investiture in the respective position, notwithstanding the need of previous filing of the company’s corporate act which approved the indication of the foreigner.

Finally, in accordance with the purpose of consolidation of current practices and understandings carried out by the Normative Instructions # 34/2017 and 40/2017, it will be possible for the Commercial Registries to start to receive corporate acts and its accessory documents for registration electronically, requiring the digital signature of the corporate act’s signatory parties which can be made by means of a digital certificate issued and certified by the Brazilian Public Keys Infrastructure (“Infraestrutura de Chaves Públicas Brasileiras – ICP”, in Portuguese), as it is already adopted by the Commercial Registry of the State of Minas Gerais since 2016.

It is important to highlight that Brazilian and foreign individuals and companies, resident or headquartered abroad, as well as foreigners resident and domiciled in Brazil, must observe the restrictions and impediments defined by the Brazilian Federal Constitution of 1988 (“Constituição Federal de 1988”, in Portuguese) and other Brazilian legislation in force, for each type of activity and area that they intend to invest and/or participate, directly or indirectly, in Brazilian companies or cooperatives.

The Normative Instructions # 34/2017 and 40/2017 came into force on May 2nd, 2017.

The corporate team of Azevedo Sette Advogados is available for any additional clarifications, including to examine the documentation which may be necessary, as well as the restrictions and impediments of each case.