Gustavo Borba/Ronald Sharp Jr.

Corporate Registers Forum - CRF

Presentation by Gustavo Borba/Ronald Sharp Jr, Members of Junta Comercial, on consequences of non-

compliance to rules of Corporate Registration

Gustavo Borba/Ronald Sharp Jr.

The Trade Register is governed basically by Federal Law No. 8.934/94, Executive Order Federal No. 1.800/96 and by

Normatives Instructions issued by DREI (Department of Register Trade and Integration, a Federal body). The Board of Trade is, in

the other hand, a State body, who executes the rules of Corporate Registration.

Corporate Registers Forum - CRF

Gustavo Borba/Ronald Sharp Jr.

The first consequence of non - compliance to rules of Corporate Registration consists in checking correctable defect or

fatal defect. If it is fatal, as the record of the law firm at the Board of Trade, which must be made at OAB, i. e., Brazilian Bar Association

(Federal Law No. 8.906/94 ), the process will be immediately rejected. If it is correctable, the process will be put in requirement, which must be fulfilled by the applicant within 30 days, extendable.

(art. 40 of Law No. 8.934/94).

Corporate Registers Forum - CRF

Gustavo Borba/Ronald Sharp Jr.

The applicant who disagrees with the formulated requirement may request, within 30 days, motion reconsideration to the

examiners, by directing or not the case to the Attorney of the Board of Trade, to issue opinion (Article 45 of Federal Law No. 8.934/94

and Executive Order of the Board of Trade No. 961/2010)

Corporate Registers Forum - CRF

Gustavo Borba/Ronald Sharp Jr.

The second consequence on non - compliance to rules of Corporate Registration, verified after the approval process, is the

appeal within 10 working days, filed by the person concerned, by a third party harmed or by the Attorney of the Board of Trade, to the plenary of the Board of Trade, who may determine the dearchiving

(art. 46 of the Federal Law No. 8.934/94).

Corporate Registers Forum - CRF

Gustavo Borba/Ronald Sharp Jr.

The applicant, the aggrieved third person and the Attorney of the Trade of Board that don't agree with the decision of the Plenary Board of Trade, may appeal, within 10 working days, to the Federal

body DREI (Article 47 of Federal Law No. 8.934/94).

Corporate Registers Forum - CRF

Gustavo Borba/Ronald Sharp Jr.

The third consequence on non - compliance to rules of Corporate Registration, when verified after the deadlines for lodging appeals, is the stay of the effects of the document filed in the case of forgery of signature (art. 40 , § 1, of the Executive Order Federal No. 1.800/96). In other cases, action is the annotation in the records of

the entrepreneur and the impediment to new records, while not cured the defect.

Corporate Registers Forum - CRF

Gustavo Borba/Ronald Sharp Jr.

Finally, there is the possibility of filing a law suit at the Judiciary, to decide whether there was non-compliance with

registration rules and determine actions to be carried out by the Board of Trade (art. 5 , inc . XXXV, of the Federal Constitution of

Brasil).

Corporate Registers Forum - CRF

Gustavo Borba/Ronald Sharp Jr.

Thank You !!!

Corporate Registers Forum - CRF