On October 7, 2021, the Ministry of Economy (ME) issued ME Edict 12,071, involving the publication and disclosure of the acts of unlisted corporations with annual gross revenue lower than BRL 78 million (“Edict”).
The Edict is an offshoot of Complementary Law 182/2021, which among other matters altered the wording of Art. 294 of Law 6,404/76 (“Law of Corporations”) to permit unlisted corporations with annual gross revenue lower than or equal to the aforementioned limit to publish the acts required by law in simplified form and exclusively by electronic means.
Generally, according to its article 289, the acts required by the Law of Corporations must be published in the Diário Oficial da União (Official Federal Gazette) or the corresponding official vehicle of the state (or Federal District) where the company has headquarters seat, as well as in a commercial newspaper with wide circulation in the same locale.
Since the original enactment of the Law of Corporations, Art. 294 made an exception for unlisted corporations that satisfied certain criteria regarding the need to publish announcements of general meetings and financial statements. The former criteria were (i) the number of shareholders (up to 20) and (ii) the maximum net worth (up to R$ 10 million).
With enactment of Complementary Law 182/2021, the exception was changed, only depending on the annual gross revenue (BRL 78 million), and became applicable to the publication of all acts required by the Law of Corporations. The objective of the Complementary Law is to reduce the costs of this type of corporation and to encourage smaller companies to organize in this form.
The efficacy of the new wording of Art. 294 of the Law of Corporations depended on regulation by rules published by the Ministry of the Economy, prompting publication of the Edict, which establishes that the publications of unlisted corporations that satisfy the mentioned criteria can be accomplished: (i) via the Center for Balance Sheets of the Digital Public Bookkeeping System – SPED (with no charge for the use of the service); and cumulatively, (ii) at the company’s website.
All the acts disclosed via the Center for Balance Sheets of the SPED and the company’s website must contain an electronic signature with digital certification.
Finally, the Edict also determines that the SPED shall permit the issuance of documents that prove the authenticity, inalterability and date of publication of the acts disclosed via the Center for Balance Sheets.
The Edict took effect on October 13, 2021, the date of its publication.
More information, including the full text of the Edict (in Portuguese) can be found at the website of the Ministry of the Economy (www.economia.gov.br)
