In February 2025, the National Department of Business Registration and Integration (DREI) published Circular Letter SEI No. 96/2025/MEMP, which released the Practical Guide to Legal Advertising for Public Limited Companies.

The document guides the Commercial Registries to standardize the criteria for analyzing corporate acts of publicly traded and privately held companies, reinforcing the importance of authenticity and digital certification in business publications.

However, while the material provides important standardization guidelines, it is essential to highlight that not all companies are subject to formal advertising regulations. Therefore, it is crucial to assess when publication is truly mandatory or when the electronic provision of information already adequately fulfills the legal purpose.

The advertising of business activities and their purposes.

The disclosure of corporate acts is based on article 1,152 of the Civil Code and article 289 of Law No. 6,404/1976 (Brazilian Corporations Law), which stipulate that publicity is a requirement for the production of effects vis-à-vis third parties.

This principle ensures transparency and predictability in relationships with creditors, investors, and public bodies, reinforcing confidence in corporate governance.

However, the duty to disclose information varies according to the type of company, its size, and the nature of the act, preventing excessive formalities from imposing unnecessary costs—especially for limited liability companies and privately held corporations.

The hybrid model and the modernization of advertising.

Law No. 13.818/2019 modernized the publication regime by allowing a hybrid model, combining a printed summary in a widely circulated newspaper with a full digital version certified by ICP-Brasil.

The Brazilian Supreme Court, in ADI 7.194, recognized the constitutionality of the change, highlighting that digital authenticity protects the integrity of the content and reduces dissemination costs.

This modernization reinforces the idea that advertising can (and should) be proportionate, prioritizing digital tools when appropriate.

Exemptions and alternatives for closed corporations and limited liability companies

However, not all companies are subject to the same degree of formal advertising.

For small publicly traded companies (article 294 of the Brazilian Corporations Law), the traditional publication requirement may be waived, provided that the financial statements and other documents are available in an accessible electronic format, including via SPED Contábil or their own digital platforms.

In the case of limited liability companies, even those considered large companies under Law No. 11,638/2007, there is no legal obligation to publish financial statements — only the requirement for their preparation and independent auditing.

Several court decisions have confirmed this interpretation, rejecting administrative publication requirements imposed by some Commercial Registries.

Thus, making information available digitally through SPED or official platforms can, in practice, fulfill the function of publicity and transparency, without the need to duplicate costs with printed newspapers or private portals.

Good practices of transparency and corporate responsibility.

Regardless of the method adopted, it is recommended that companies:

• Review the content of electronic publications or announcements beforehand;
• Ensure digital authenticity, preferably with ICP-Brasil certification;
• Keep secure records (physical or digital) of the dissemination receipts; and
• Consult legal counsel before deciding between formal publication or electronic registration to avoid invalidations or rework.

It is important to remember that the duty to promote publicity, when required, falls on the administrators, who may be held personally liable for any failure to comply.

Transparency and efficiency: the necessary balance

Strengthening corporate advertising should not be seen as an additional cost, but as a tool for institutional security.

At the same time, it is essential that the corporate lawyer provide guidance on when publication is mandatory, when it can be replaced by digital means, and how to ensure that the chosen method complies with corporate governance standards.

The balance between technological modernization and legal compliance creates a more predictable, reliable, and competitive business environment—especially for privately held companies seeking to reduce risk and optimize their compliance structure.