By: André Jerusalem
On March 30, 2021, the president of the republic issued Provisional Measure No.the 1,040/2021 (“MP 1,040/21”), with the aim of modernizing and streamlining Brazil’s business environment and position in the ranking Doing Business, from the World Bank. The aforementioned MP brought some relevant aspects, such as rules for the protection of minority investors, measures to facilitate foreign trade procedures, and the release of low-risk constructions, respectively.
Regarding measures to protect minority investors, MP 1,040/21 amended the text of articles 122, 124, 138 and 140, with the aim of increasing the decision-making power of shareholders through, among other measures, (i) increasing the advance deadline for sending information for use in meetings, (ii) improving the provisions related to communication; and (iii) prohibiting the accumulation of functions between the company's main director and the Chairman of the Board of Directors.
Regarding improvements to foreign trade, the text of MP 1,040/21 provides for (i) elimination of practices previously adopted in the licensing of imported and exported goods, (ii) formalization of the operation of the Single Foreign Trade Portal, (iii) new form of control of operations with services (definitively extinguishing Siscoserv) and (iv) change of non-preferential rules of origin and the procedure for their inspection.
An extremely important point that MP 1.040/21 deals with is the unification of all tax registrations (federal, state and municipal) under the CNPJ number, by eliminating the individualized feasibility analyses that are currently carried out, and the automation of company name checking, providing greater speed to the company opening process.
In addition to the aforementioned changes, there were also changes in the regulations governing the profession of public translator and commercial interpreter, repealing Decree 13,609 of 1943. The establishment of SIRA (Integrated Asset Recovery System), which promises to speed up debt collection and recovery by gathering data, relationships and asset bases of legal entities/individuals, reducing the transaction cost of granting credit by increasing the effectiveness of legal actions involving debt recovery, whether in the public or private sphere.
As seen above, MP 1.040/21 brought several changes, and is currently in the Federal Senate to be converted into law. Since it deals with issues of interest to several categories of the national business community, the debate surrounding the changes remains active and it is possible that changes will be made to the text approved in the Chamber of Deputies.