Companies are released from the obligation to submit debt clearance certificates when registering corporate documents
By Fabiana Rodrigues da Fonseca and Tiffanye Esteves de Queiroz
Under the recently published normative rules (the so-called ‘Instruções Normativas’, local acronym IN) No. 25 and 26, issued on 9/10/2014 by the Registry of Commerce and Integration Office (local acronym DREI), adjustments were made so that the Registry of Commerce is consistent with the changes introduced by Supplementary Law (local acronym LC) No. 147 of 8/7/2014, particularly with the provision that releases companies from the obligation to file debt clearance certificates attesting the fulfillment of tax, social security or labor obligations, including main and ancillary obligations by entrepreneurs, companies, or partners, managers or subsidiaries in order to complete the registration of the company’s organizational documents, amendments to such documents and dissolution/registry cancellation.
Companies are, therefore, no longer required to submit the debt clearance certificates mentioned above when registering documents providing for change of control, capital reduction, change of company type, spin-off, merger, and dissolution. However, entrepreneurs, owners, partners and managers remain liable for such obligations, which can be assessed either before or after the cancellation of registry.
It is important to note that similarly to the provisions of the previous statute, the dissolution of a certain company and its registry cancellation do not preclude future collection of taxes, contributions and related penalties imposed as a result of non-payment or other improper conducts – assessed and proved in a lawsuit or administrative procedure – of the entrepreneurs, owners, partners and managers.
The changes brought by LC No. 147, IN/DREI No. 25, and IN/DREI No. 26 are positive because they make the processes of dissolving companies and cancelling the registry of legal entities simpler, as well as the registration of relevant corporate transactions, thereby promoting business deals.