Nicholas Furlan Di Biase and Isadora Cariello, associates of our firm, published the paper “Barriers to the corporate registry: illegality of requirements from tax authorities” in Revista Semestral de Direito Empresarial.
Click here to access the paper.
Many obligations imposed to entrepreneurs and companies by different state authorities may sometimes exceed the limits established by law and, hence, affect certain rights that were supposed to be out of reach of such authorities. This group of obligations includes some requirements that prevent the registration of corporate documents before the Commercial Registry Offices. This paper aims to evidence the differences between the role of the corporate public registry (carried out by the Commercial Registry Offices) and the taxpayer’s registries, demonstrating that it is illegal to condition the registration of corporate documents before the Commercial Registry Offices to the presentation of other documents not required by law or to the tax regularity of the entrepreneurs or the company (or its partners or administrators). The paper still intends to suggest solutions that do not go against the integration of administrative procedures sought since the creation of “REDESIM”, but that prevent entrepreneurs and companies from being subject to the discretion of the authorities when registering its corporate documents.
Keywords: Corporate Registry Law. Commercial Registry Offices. Taxpayer’s Registries. Brazilian National Taxpayer’s Registry (CNPJ). State Taxpayer’s Registry.
