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IN 81 and the end of the line at the registry offices for Brazilian entrepreneurs


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In this article, we present the news that Normative Instruction No. 81, from the National Department of Business Registration and Integration – DREI (IN 81), which will come into force on July 1, 2020, brings to the Brazilian business community.

IN 81 simplifies the process of creating, altering and extinguishing companies and daily records, making day-to-day life less bureaucratic. We present 4 significant changes in IN 81 that directly impact the routine of Brazilian entrepreneurs.

Unified Standard

Until then, several scattered rules brought requirements and recommendations for the registration of business activities in the Notaries and in the Commercial Boards, making the phrase “fell into demand”, synonymous with headache and unproductive allocation of hours of the company famous.

By revoking 56 previous standards, IN 81 brought together all the requirements, recommendations and models that the entrepreneur needs to use to register his business activities.

Automatic registration

We are the 140th nation out of 190 in terms of the time needed to start a business, with an average of 20.5 days.

In order to speed up procedures, DREI adopted the automatic registration model for those who choose to open a new company with standardized documents.

But how does automatic registration work?

IN 81 offers, in a unified way, all the necessary documents for the accomplishment of the constitutive act of the individual entrepreneur, of the eireli, of the limited company or of the cooperative. The annexes are organized in the form of manuals that describe the necessary documentation and all registration procedures.

With the adoption of automatic registration, if the entrepreneur chooses to use the standard documentation and mandatory clauses established by IN 81, the entire process will take place automatically through the Commercial Board system, optimizing the procedures and reducing the waiting time for the continuation of the registration process.

The new procedure reveals the concern with the speed of the process, especially when the registration of the company does not have great complexity and, therefore, does not require customizations in the corporate clauses.

Farewell to signature recognition

When it comes to signature recognition and authentication, the first image that comes to mind is an endless and slow queue at the Registry, in addition to countless physical copies of documents.

IN 81 brought long-awaited innovations, making the notarization of copies and authentication of copies of any document destined to the Commercial Boards unnecessary.

As for the signature recognition, the standard attributed to the Commercial Registry server the responsibility of verifying the authenticity of the document, which becomes responsible for assessing the similarity of the signature with the signatory's identity document.

Regarding the authentication of copies, the responsibility was conferred both to the lawyers, accountants or accounting technicians of the interested party (these by means of a standard term attached to the standard) and to the employees of the Commercial Registry.

Such innovations guarantee the entrepreneur more time to dedicate to the development of his business, to the detriment of hours wasted with excessive bureaucracy that, currently, can be replaced by other tools as or more secure.

Electronic signature

IN 81 also made it possible to adopt electronic signatures in the documents submitted to the Commercial Boards. We talked about electronic signatures on here.

Now, the opening or closing of companies is permitted, as well as the registration of every business act, by means of digitally signed documentation by any means of electronic verification, removing the mandatory use of a digital certificate accredited by ICP-Brasil and thus contributing to the cost reduction of the entrepreneur. There are several platforms (including free ones) available, such as ClickSign, D4Sign and DocuSign.

Electronic signatures have gained the spotlight in the business world amid the pandemic of COVID-19, making it mandatory to legitimize and legally validate alternative ways to certify documentary authenticity.

The late digitization of the public register

Let us recall the quote by the American politician Eugene McCarthy: "The only thing that saves us from bureaucracy is its inefficiency".

The COVID-19 pandemic emerged as a driver to accelerate the process of digitization and reduction of bureaucracy in traditionally slow procedures, mainly due to the difficulty of face-to-face access to the Notaries and Commercial Boards. In addition to the advantages that IN 81 brought to businesspeople, the process of digitalization and virtualization of legal relations, which is becoming more agile and less bureaucratic, is evident.

About the authors

Luis Gustavo Silva is a founding lawyer at Freitas da Silva. He specializes in Negotiation, Mediation and Arbitration, Business Law and Innovation Law.

Daniel Almeida is a law student.

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