São Paulo´s board of trade registers limited company with predered quotas

On the last March 2nd, the Department of Corporate Registration and Integration (“DREI”), which regulates the procedures to be adopted by the Boards of Trade, published Normative Instruction No. 38/2017 (“IN No. 38/2017”), which, among other provisions, approved the Manual for the Registration of Limited Liability Companies.

Said manual, updated by IN No. 38/2017, expressly established the supplementary regulation of limited liability companies by Law No. 6.404/1976 (“Brazilian Corporations Law”), in the event of adoption of any institute specific to corporations, provided that it is compatible with the nature of limited liability companies, such as treasury quotas, preferred quotas, Board of Directors and Audit Committee.

Therefore, it seems that the DREI would have admitted, in limited liability companies, the adoption of certain institutes previously restricted to corporations. It remained unknown, however, how the Boards of Trade would react to an actual case.

In view of this scenario, we inform our clients that, together with Efisyan Serviços Empresariais, NBF|A recently filed an amendment to the Articles of Association of a limited liability company before the Board of Trade of São Paulo – JUCESP, providing the existence of non-voting preferred quotas.

Please note that such filing does not guarantee the success of registering similar operations or the  adoption, by limited liability companies, of other institutes typical of corporations, either before JUCESP or other Boards of Trade.

In any event, we understand that this positioning gives more dynamism and flexibility to limited liability companies, which are able to rely on more sophisticated capital, control and corporate governance structures, without losing the attracting lesser cost of incorporation and maintenance.

For further clarification on the contents of this memorandum, contact:

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Tomás Neiva
tomas.neiva@nbfa.com.br
(11) 3707-8370

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Brunno Morette
brunno.morette@nbfa.com.br
(11) 3707-8370

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Bruno Cunha
bruno.cunha@nbfa.com.br
(11) 3707-8370

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This memorandum has been prepared solely for the clients of this firm and aims at informing major changes and news of interest in the legal field. In the event of doubts, the lawyers will be at your complete disposal for further clarification..
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The information included in this Newsletter is intended to provide the clients of our firm with general updates and does not constitute a legal opinion or professional advice in relation to any specific matter, present or future that our firm is or might be currently involved with. The English version of this Newsletter is a free translation from Portuguese.
2017 NBF|A Advogados. All rights reserved. The exploitation, reproduction, private or public distribution, total or partial modification are prohibited without prior written consent from NBF|A Advogados.