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Published DREI’s Normative Ruling 79 that provides for the attendance and remote voting in meetings or assemblies of privately-held corporations, limited liability companies and cooperatives

16/04/2020

Yesterday, April 15, 2020, was published the Normative Ruling of the National Department of Business Registration and Integration – DREI No. 79 (“NR 79”), that provides the rules for attendance and remote voting in meetings or assemblies of privately-held corporations, limited liability companies and cooperatives (“Companies”). The normative ruling is in line with other regulatory flexibilities in order to contain the spread of the new coronavirus.

Under the terms of NR 79, remote voting in meetings or assemblies held by the Companies may be: (i) semi-presential, when shareholders, quotaholders or associates may attend and vote in person, at the physical location of the meeting or assembly, or remotely; or (ii) digital, when shareholders, quotaholders or associates may only attend and vote remotely, in the event the meeting or assembly is not held in any physical location. In both cases, attendance and remote voting may occur by sending a ballot paper (“Ballot Paper”) and/or by remote voting using a remote action through an electronic system.

The convening instruments shall inform the manner in which the meeting will be held, as well as the means by which shareholders, quotaholders or associates may attend and vote remotely.

The Ballot Paper shall be made available by the Companies in a printable version, through an electronic system, to be filled out manually, which shall contain: (a) the agenda of the semi-presential or digital meeting or assembly; (b) the guidelines on sending the Ballot Paper to the Companies; (c) the documents that shall accompany the Ballot Paper, in order to prove the shareholder, quotaholder or associate identity, as well as any representative, if any; and (d) the formalities required for the vote to be considered valid. In addition, the Ballot Paper shall be sent to the shareholder, quotaholder or associate on the date of publishing of the first call notice for the meeting or assembly, and shall be returned to the Companies with at least five (5) days before the date of the meeting or assembly, and the Companies shall communicate, within two (2) days of receipt of the Ballot Paper, the sufficiency or insufficiency of the documents provided.

The minutes of the meeting or assembly shall contain the information that it was semi-presential or digital and how the attendance and remote voting were allowed, as the case may be. The president or the secretary of the meeting shall also expressly state that he/she met all the necessary requirements, with special attention to NR 79. In addition, if the document is not a hard copy, the signatures of the president and secretary shall be made with a digital certificate issued by an entity accredited by the Brazilian Public Key Infrastructure (Infraestrutura de Chaves Públicas Brasileira) – ICP-Brasil or by any other means that may proof the authorship and integrity of the documents in electronic form and also that the Companies may provide a hard copy.

It is worth mentioning that the Companies shall keep the documents related to the meetings or assemblies held under the IN 79, as well as the complete records, for the period in which any annulment may be requested, according to the current legislation and regulation. The disclosure mechanisms already provided for each type of the Companies shall be preserved, in addition to the rules established by NR 79.

The Corporate, Contracts, Mergers and Acquisitions and Capital Markets team remains on hand to provide any additional clarifications deemed necessary. Check out the full NR 79 here.

This material is for information purposes only and should not be used for decision-making. Specific legal advice may be provided by one of our lawyers.

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