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Lack of digital services from JUCESP causes disruption to companies

May 11, 2020

Put Marcos Francisco Vilas Boas Buzo and Andre Jerusalem  – 11/05/2020                                                                                                                                                                                                                                                                                                                                                                                                                  The Commercial Board of the State of São Paulo (“JUCESP”) has had its in-person activities suspended since the publication of State Decree No. 64,879/20, which determined the quarantine in the state of São Paulo and the closure of non-essential services, currently in effect until May 31, 2020. However, with the rapid advance of COVID-19 in Brazil, the worsening availability of hospital beds and the low adherence to social distancing, it will not be a surprise if Governor João Dória extends the quarantine. Thus, due to the in-person closure of several activities, since the beginning of the quarantine, JUCESP has also decided to suspend its in-person service, maintaining only digital services, limited to: (i) opening of EIRELI – individual limited liability company, limited partnerships and individual entrepreneurs; (ii) company research; (iii) copy of scanned documents; and (iv) business certificates. It is worth noting that in order to complete the opening of companies electronically, it is necessary for the partners to have a digital certificate (e-CPF). In addition to the services mentioned above, all others require a physical protocol for their registration. Therefore, any changes to the articles of association, records of minutes with the election of directors, shareholder meetings, granting of powers of attorney, among others, are currently suspended. In a time of crisis like the one we are experiencing, it is essential that companies have legal certainty and speed to implement preservation measures, such as the sale of assets, taking out loans, issuing private securities, for example. Provisional Measure No. 931, published on March 30, 2020, aiming to provide more freedom and make corporate obligations more flexible during the health crisis period, unfortunately, will not have any effect on companies headquartered in São Paulo, since the JUCESP system is integrated with that of the Brazilian Federal Revenue Service and the São Paulo State Secretariat, and the system only allows changes in the aforementioned bodies if the act is registered and filed with JUCESP. Therefore, despite the seriousness of the situation, JUCESP must provide a solution for companies, while preserving the safety and integrity of its employees and users. Despite the shortcomings mentioned above, it is worth noting that JUCESP is one of the few commercial boards that make all corporate acts of companies registered there available on its website, allowing for quick and efficient consultation, unlike many other boards that take days to make acts/certificates available and still charge for the service. Therefore, it is expected that some measure will be adopted to modernize and digitize all services offered by the board, especially with a view to registering acts that allow companies to keep their commercial records up to date. Recently, we have been monitoring some alternative options for those companies that urgently need to register acts, such as JUCESP partner offices that are able to provide services. However, it is worth noting that none of these units are able to register and file acts of corporations. Our office is available to assist you in drafting corporate documents and finding effective measures for registration.

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