Put Fernanda Lazzarini and Andre Jerusalem – 20/04/2020 Last Tuesday, April 15, 2020, the Normative Instruction (“IN”) of the National Department of Business Registration and Integration (“DREI”) No. 79, of April 14, 2020. The IN in question aims to regulate how remote participation and voting should occur in meetings and assemblies of closed, limited and corporate corporations, thus enhancing what is provided for in Provisional Measure No. 931, of March 30, 2020, which added article 1,080-A to the Civil Code, article 43-A to the Cooperatives Law and article 121, §2, to the Corporations Law. The month of April is commonly marked as the time for corporate assemblies and meetings to be held; however, in this scenario of the COVID-19 pandemic and social distancing we find ourselves in, measures that make holding them viable have been taken. In view of this, the new DREI IN establishes how these meetings should take place, whether in a semi-face-to-face or digital format. First, companies that establish in their articles of association or bylaws that meetings or assemblies must be held exclusively in person are not permitted to hold them remotely. The documents and information to be made available will basically be in the same format as those already provided for by law for each type of company. However, the company must add information on the format in which the meeting or assemblies will take place and how partners or associates will be able to participate and vote remotely, such as a simple announcement disclosing a specific website for more in-depth information, for example, which platform will be used and which documents will be required for the participation of partners, shareholders or their representatives. It is important to emphasize the need for the company to create a structure for holding semi-in-person or digital meetings or assemblies, such as a secure, reliable and transparent document protocol system; a platform accessible to all, including allowing interested parties to express themselves, view and vote remotely; the anonymization of voters in matters in which the cooperatives' bylaws provide for a secret vote; the archiving of all documents related to the conclave; and the full recording thereof, for the period applicable to the action seeking to annul it. Since physical presence will not be possible, the IN determined that the corporate books applicable to the minutes of the respective semi-presential or digital meeting or assembly may be signed separately by the chairman and secretary of the board, who will certify in such documents the participating shareholders, partners or associates. In addition, the IN also shaped how the remote voting ballot should be prepared, including determining the need to make the ballot available for printing and manual completion, which must be sent to the shareholders, partners or associates on the date of publication of the first call for the semi-presential or digital meeting or assembly to which it refers, and must be returned to the company at least 5 (five) days before the date of the conclave. Upon receiving the completed ballot and any documents accompanying it, the company has up to 2 (two) days to communicate whether such documents sent by the interested parties are considered valid and whether there is a need to rectify or resend them, establishing a new period for this. Finally, the minutes of the conclave must meet the same legal requirements already established in the Registration Manuals approved by DREI Ruling No. 38/2017, insofar as they do not conflict with Ruling No. 79/2020, in addition to stating whether the conclave was held in person or digitally and how remote participation and voting were carried out, and may be signed by digital certificate, if not done in a physical document. With the uncertainties brought about by the COVID-19 pandemic, the measures presented above may reduce the negative impact caused by the shutdown imposed on several sectors. Therefore, the corporate team at Mazzucco & Mello Advogados is attentive to the measures announced by the government and is available to assist our clients in finding options that benefit their businesses.