The Brazilian Securities and Exchange Commission (“CVM”) issued yesterday, on September 30, 2019, the CVM Resolution 829 (“Resolution 829”), which set forth a new procedure for publicly-held companies to publish the documents required by Law 6,404, of December 15, 1976, as amended (“Brazilian Corporate Law”) and CVM regulations, in consonance with the new wording of Article 289 of said law, given by the Provisional Measure 892, of August 5, 2019 (“PM 892”).
According to Resolution 829, required publications made by publicly-held companies in accordance to the Brazilian Corporate Law and CVM regulations shall be made through the Sistema Empresas.Net (“ENET”). The digital certification of the documents is not necessary, as initially provided for in PM 892. The documents will be considered published on the date of their disclosure through ENET. In addition, publiclyheld companies shall still be required to disclose the documents mandated by the Brazilian Corporate Law on their respective investor relations websites.
In situations in which the publication is made by third parties other than the company, as provided for in the Brazilian Corporate Law or CVM regulations, the publication shall be considered complied with once the documents are sent to the company, and the company immediately discloses such documents through ENET. In such event, the publication request shall also be sent to the Superintendência de Relações com Empresas – SEP, who shall make the publication on CVM’s website, if necessary.
Resolution 829 also establishes that publicly-held companies must still file documents before the Commercial Boards in all cases imposed by the Brazilian Corporate Law.
It is important to note that Resolution 829 will take effect on the 14th of the current month. In addition, CVM has indicated that if PM 892 is not converted into a law, Resolution 829 will be revoked.
The Capital Markets, Corporate and Mergers & Acquisitions team remains available to provide any additional information deemed necessary.
This material is for informational purposes only and shall not be used in isolation for decision making. Specific legal advice may be provided by one of our attorneys.