1) Amendments to the Corporation Law:
a) Plural Vote – Companies may create a class of common shares that grants more than one vote per share, in accordance with the following rules:
– may be adopted in closed and open companies, with the exception of those already listed on the stock exchange on the date of publication of the Law;
– maximum of 10 votes per common share;
– initial term of validity of up to 7 years, which may be extended;
– plural voting may not be adopted in deliberations dealing with the remuneration of administrators or transactions with related parties.
b) General Assembly
– expansion of the authority to deliberate on: (i) the transformation, merger, incorporation and spin-off of the company, its dissolution and liquidation, election and dismissal of liquidators and judgment of accounts; (ii) authorization of directors to declare bankruptcy and request judicial recovery; and (iii) in the case of publicly-held companies, the execution of transactions with related parties and the approval of the sale of company assets exceeding 50% of total assets;
– Increase in the advance notice period for calling a General Meeting, to 21 days for the first call, and 8 days for the second call, allowing the CVM to postpone the date of the Meeting for up to 30 days, if the relevant documents are not disclosed to shareholders.
c) Administration
– In publicly-held companies, (i) prohibition of holding the position of Chairman of the Board of Directors and the position of Chief Executive Officer or chief executive officer of the company; (ii) mandatory participation of independent directors on the Board of Directors;
– Possibility of appointing people domiciled abroad to management positions provided they have a proxy resident in Brazil.
2) Facilitation of the process of opening companies and subsequent registrations:
• Automatic issuance of operating licenses and permits for medium-risk activities.
• Unification in the National Registry of Legal Entities (“CNPJ”) of federal, state and municipal tax registrations.
• Company name may consist of the CNPJ number, plus the corporate or legal identification.
3) Foreign Trade Facilitation:
• Prohibition of the requirement for an import or export license by a government agency without a basis in an express normative act; and
• Formalization of the Electronic Single Window for Foreign Trade, implemented by the Government to process import and export transactions more simply and quickly. All agencies involved in customs clearance of imported and exported goods must use this electronic system, no longer requiring the presentation of documents and information by other means.
4) Other Important Measures:
• Creation of the Integrated Asset Recovery System (“SIRA”), to be managed by the National Treasury Attorney General’s Office, to facilitate the identification and location of assets and debtors and the seizure and disposal of assets;
• Individual limited liability companies (“EIRELI”) will be transformed into single-member limited liability companies regardless of any change in their articles of association.
• The citation will be made preferably by electronic means, through the electronic addresses indicated by the person being cited in the Judiciary's database.
