Provisional Measure 10.40, of 2021, brought a series of changes to the legislation.
To make it easier for you to read, we’ve filtered the main changes, separated by topics so you can go straight to the point of interest:
– Branch of a Foreign Company – Authorization to Operate in Brazil: The delegation to DREI (National Department of Business Registration and Integration) of the authority to authorize the nationalization or installation of a branch, agency, subsidiary or establishment in the country by a foreign company, something that, until then, was the responsibility of the Minister of Economy;
– Automatic Operating Permits within REDESIM: Automatic issuance of operating permits and authorizations for activities not classified as high-risk by the Federal Government, which will eliminate the backlog of companies without such documents. This change will only apply to municipalities that are part of REDESIM;
– Protection of Minority Shareholders in Publicly Held Companies: the interests of minority shareholders in publicly held companies were protected through:
the inclusion of the following matters to be mandatorily approved at General Meetings, as a way of safeguarding the interests of minority shareholders: (a) sale or contribution of assets to another company, if the value of the transaction represents more than 50% of the company’s total assets; and (b) the execution of transactions with related parties that meet relevance criteria defined by the CVM (Brazilian Securities and Exchange Commission);
the increase, from 15 to 30 days, of the deadline for calling an AGO (Annual General Meeting). Intercurrent Prescription in the Civil Code: Another important point concerns the inclusion of art. 206-A in the Civil Code, which ends up regulating the intercurrent prescription, which is the loss of the right to demand due to the lack of action (of impetus to the process, so to speak), during a given process or proceeding. This is the positive implementation of something that Jurisprudence has already recognized and that should help resolve cases that have been stalled for a long time in the Judiciary.
– Replacement of Siscoserv: The Provisional Measure replaces Siscoserv with a system fed by data shared by federal government agencies and entities. According to Article 25, §2, of Law No. 12,546/11, as amended by the Provisional Measure, in a joint action by the Ministry of Economy and the head of the agency that holds import and export information, additional rules for feeding the system will be established.
