In recent months, several of Brazil’s Commercial Registries have started to require the publication of acts of incorporation, spin-off and merger of companies, as provided for in the Civil Code (arts. 1.122 and 1.152, §1) and the Corporations Law (arts. 227, §3, 228, §3 and 229, §4). Although these obligations were already established in the legislation, many companies did not comply with them, mainly due to the high costs associated with publications.
DREI Normative Instruction 81, in its article 73-A, reinforces the need to publish these acts in the place where the companies involved have their headquarters. Based on these provisions, the Boards of Trade now require compliance with this obligation, including for acts carried out retroactively throughout 2024.
Despite the legal requirement for publication in the Official Gazette and in a widely circulated newspaper, some Boards have accepted publication in the Balance Sheet Center of the Public Digital Bookkeeping System (SPED). The Central Balance Sheet was established by Ordinance No. 529, of September 26, 2019, of the Ministry of Economy, with the aim of facilitating corporate publications and reducing costs.
Given this scenario, it is crucial that companies, when carrying out corporate reorganization operations, consider the costs associated with publication and subsequent filing with the Boards of Trade. Failure to comply with these obligations can result in the blocking of registration with the Board of Trade, preventing the filing of other corporate documents until the publications are regularized.