DREI: Providing information on members of the Board of Directors of publicly traded companies in the CNPJ (Brazilian National Registry of Legal Entities) becomes mandatory.

The National Department of Business Registration and Integration (DREI) published Circular Letter SEI No. 572/2026/MEMP, dated August 28, 2026, addressed to all Commercial Boards, forwarding Technical Note SEI No. 815/2026/MEMP. The document establishes the understanding that the members of the Board of Directors of publicly traded companies must be registered in the National Registry of Legal Entities (CNPJ), with the presentation of the corresponding Basic Entry Document (DBE), Transmission Protocol or equivalent registration event.

The statement originated from a query submitted by the Commercial Registry of the State of Pernambuco (JUCEPE), which questioned whether the collection of information from board members and the requirement for a DBE (Documento Básico de Entrada - Basic Entry Document) for the inclusion, alteration, or exclusion of these members remained mandatory, given the regulatory and systemic evolution of recent years.

The end of optionality

Joint Official Letter SEI No. 37/2022/ME had waived the Basic Entry Document (DBE) for acts relating to board members, due to limiting systemic restrictions of the CNPJ and REDESIM at the time. This document had already been expressly revoked by Circular Letter SEI No. 243/2024/MEMP, of May 7, 2024, and Technical Note SEI No. 815/2026/MEMP declares that the optionality guidance contained therein is superseded within the technical-registry scope of DREI.

The fundamentals of the new orientation

The Technical Note is based on article 138 of Law No. 6,404/1976, according to which the administration of the company is the responsibility, according to the bylaws, of the Board of Directors and the Executive Board, so that the Board is part of the company's administrative structure and is not merely an advisory body.

In the registration plan, Annex V of Normative Instruction RFB No. 2,119/2022 expressly lists the board member among the members of the Shareholders and Administrators Chart (QSA) of publicly traded companies. Normative Instruction RFB No. 2,333/2026 reinforces this link by providing, as a case of registration inconsistency, the discrepancy between the QSA and the chart held by the registration authority.

Companies reached

The obligation applies to publicly traded and privately held corporations and mixed-economy companies, the three legal entities for which Annex V of IN RFB No. 2,119/2022 lists the Board Member among the members of the QSA (Shareholder Structure), whenever the Board of Directors is part of its structure. It is irrelevant whether the establishment of the body is legally mandatory or results from a statutory option.

The requirement also applies when the same person holds the positions of advisor and director. These are legally distinct roles, which may have different terms of office, different election methods, specific grounds for removal or resignation, and legally distinct responsibilities. Therefore, the cumulative information does not constitute undue duplication, but rather the proper identification of the functions actually performed by the individual within the company's administrative structure.

Guidelines for Commercial Boards

The Technical Note stipulates that members of the Board of Directors must be fully identified and qualified in the documents submitted for filing, and that the Commercial Registries must collect, preserve, and keep updated the information relating to the election, replacement, removal, resignation, and termination of the term of office of the directors.

It also establishes that a DBE, Transmission Protocol, or equivalent registration event must be required whenever the functionality is technically available.

The solution to the system's limitations.

The Technical Note acknowledges that the National Collector does not yet accommodate all situations, including the inclusion of a board member residing or domiciled abroad. In these cases, the technical impossibility of generating or transmitting the DBE (Documento Básico de Entrada - Basic Entry Document) exclusively related to the Board of Directors will not prevent the filing of the duly completed document.

If a technical impossibility is verified, the Commercial Registry must notify the Brazilian Federal Revenue Service within five business days of filing, forwarding the filed document and the data necessary to update the QSA (Shareholder Structure) and CNPJ (National Registry of Legal Entities), including CPF (Individual Taxpayer Registry) numbers or other permitted identifiers. This official notification procedure will remain applicable until the necessary regulatory, operational, and systemic measures are implemented.

Effects over time

The new guidance will have prospective effects, without automatically invalidating previously filed documents. This understanding should be incorporated into the future revision of the Corporation Registration Manual and other relevant regulations of the DREI (Department of Business Registration and Integration).

What companies should observe.

Companies with an established Board of Directors must verify that the composition of the body reported in the CNPJ (Brazilian National Registry of Legal Entities) matches the composition registered with the Commercial Registry, since any discrepancy between the two registries constitutes a registration inconsistency with the Federal Revenue Service. In future minutes of elections, resignations, removals, or termination of term of office of board members, the filing documentation must include the complete qualification of the members and the corresponding registration event.

Mazzucco & Mello — Sociedade de Advogados keeps up with the evolution of the matter and advises its clients on adapting their corporate and registration records to the new requirements.

Article prepared by: Antonio Mazzucco, Paula Suraci and Marcos Buzo.

• “Official Circular SEI No. 572/2026/MEMP ends the optional guidance that had been in effect since 2022: the information on board members in the CNPJ (Brazilian National Registry of Legal Entities) will now be treated as a consequence of article 138 of Law No. 6,404/1976 and Annex V of IN RFB No. 2,119/2022.”