By: André Jerusalem

Last Wednesday, June 23, 2021, the Chamber of Deputies approved, with highlights, Provisional Measure No.^the 1,040, which deals with measures to improve the business environment in the country (MP 1,040). One of the main new features introduced by MP 1,040 is the possibility of issuing Commercial Notes (similar to debentures) by limited companies, that is, the issuance of a debt security in exchange for a credit right of said company.

Until the issuance of MP 1,040, the issuance of debentures was restricted only to corporations (SA), however the idea of MP 1,040 is to allow limited companies to also have the possibility of issuing debt securities through the issuance of Commercial Notes.

The issuance of securities by limited liability companies is celebrated because it opens up a new option for financing their operations, previously restricted to a few options, causing entrepreneurs to seek bank financing or advance credit in most cases. On the other hand, the text currently being processed does not make clear how the financial information of limited liability companies that issue such securities will be made available, in order to guarantee transparency and security for investors.

It is important to emphasize that the inclusion of the possibility of issuing commercial notes by limited companies is just one of the points addressed by MP 1.040. In the approved text, there are several other topics that were addressed with the aim of reducing bureaucracy and improving Brazil's position in the ranking of doing business, , such as the establishment of the Positive Tax Registry, which allows entrepreneurs to seek cheaper credit more easily, unification of municipal and state registries so that only the CNPJ is used, elimination of the EIRELI figure, so that only the single-member company is used, among other aspects.

It is worth noting that MP 1,040 must now be approved by the Federal Senate before it can be sanctioned.