Government measures in key jurisdictions 5th edition - Flipbook - Page 22
Brazil
To reinforce the above mentioned requirements and give proper attention to the
matter, IBGC (Brazilian Institute of Corporate Governance) issued a best practices
measures guideline, which could guide companies’ management whilst putting in place
remote meetings. The overall message is that technology should be used in such way
that the remote experience is as close as possible to an in locu meeting – taking all
necessary measures to ensure that all available mechanisms that may facilitate the
digital meeting are being duly employed.
Other measures have been put in place to accommodate social distancing and the
current scenario caused by Covid-19. Among others, Law 14.030 suspended the thirtyday period to file corporate documents with the competent Board of Trade, which will
resume once services are regularly re-established.
Furthermore, Covid-19 pandemic has accelerated the digitalization process regarding
the registry of corporate documents within boards of trade all over the country. The
Normative Instruction No. 81 established that the Boards of Trade may adopt digital
registration exclusively or in coexistence with traditional methods. Thus, several Boards
of Trade throughout Brazil have been, since mid-2020, taking the appropriate actions in
order to digitalize their systems, as it can be verified, for instance, at the Boards of Trade
of the States of Paraná, Rio de Janeiro and São Paulo. For instance, while in São Paulo it
is expected that the systems will be ready to be entirely digital in the 2nd trimester of
2021, in Rio de Janeiro and Paraná, the Boards of Trade do no longer accept hard-copy
registration procedures - procedures regarding the incorporation, transformation and
cancelation of companies, for instance, can only be held digitally.
Alongside with the development within the registry of corporate documents, as
abovementioned, procedures regarding the authenticity and veracity of digitalized
documents have been standardized. According to the Ministry of Economy Circular
Letter No. 2.563/2020, directed to the Boards of Trade, an electronically signed
document must guarantee proof of the authorship and integrity of the document – in
other words, it must be possible to identify the document’s signatory, as well as that the
document has not undergone any subsequent change.
In addition, any assessment to be conducted by the Boards of Trade with respect to the
authenticity and integrity of the documents should be limited to verifying that the
document was validly signed and has not been altered.
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Government measures in key jurisdictions
